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Barclays Bank PLC Announces Commencement of 24 Cash Tender Offers and Consent Solicitations

NEW YORK, December 07, 2023--(BUSINESS WIRE)--Barclays Bank PLC (the "Issuer") announced today that it has commenced cash tender offers (each, an "Offer") to purchase any and all of its outstanding exchange-traded notes (the "Notes" or the "ETNs") of the twenty-four separate series listed in Tables 1 and 2 below (each, a "Series") and the solicitation of consents (each, a "Consent Solicitation") from holders of the Notes (the "Noteholders") to the Proposed Amendment (as defined below) with respect to each Series, subject to applicable offer and distribution restrictions. Noteholders who validly tender (and do not validly withdraw) their Notes of any Series will be deemed to have consented to the Proposed Amendment with respect to that Series under the applicable Consent Solicitation.

Key Terms of the Offers and Consent Solicitations

Each Offer and Consent Solicitation is being made on the terms and subject to the conditions and restrictions set out in the Offer to Purchase and Consent Solicitation Statement dated December 7, 2023 (as amended or supplemented from time to time, the "Statement"). Capitalized terms used and not otherwise defined in this announcement have the meanings given in the Statement.

The Offers and Consent Solicitations commence on December 7, 2023 and will expire at 11:59 p.m., New York City time, on March 6, 2024 (the "Expiration Deadline"), unless the Offer with respect to any Series is extended or early terminated by the Issuer, in which case notification to that effect will be given by or on behalf of the Issuer in accordance with the methods set out in the Statement.

For each Series included in Table 1 below (each, a "Fixed Price Series"), the purchase price per Note validly tendered in the Offer with respect to that Series (and not validly withdrawn) prior to the Expiration Deadline and accepted for purchase (the "Purchase Price") will be the specified dollar amount set forth in Table 1. The specified Purchase Price per Note for each Fixed Price Series reflects a premium to the Closing Indicative Note Value of that Series on December 6, 2023.

Title of Note

Bloomberg
Ticker

CUSIP / ISIN

Purchase Price
per Note

Closing Indicative Note Value on
December 6, 2023

iPath® GEMS Asia 8 ETN

AYTEF

06738G878 /
US06738G8785

$40.00

$36.8565

iPath® CBOE S&P 500 BuyWrite IndexSM ETN

BWVTF

06739F135 /
GB00B1WL1590

$99.00

$95.6833

iPath® Bloomberg Livestock Subindex Total ReturnSM ETN

COWTF

06739H743 /
US06739H7439

$18.00

$17.4116

iPath® EUR/USD Exchange Rate ETN

EROTF

06739F184 /
GB00B1WPBD95

$40.00

$37.6435

iPath® GBP/USD Exchange Rate ETN

GBBEF

06739F176 /
GB00B1WPB621

$36.00

$34.286

iPath® Global Carbon ETN

GRNTF

06739H164 /
US06739H1648

$99.00

$95.046

iPath® Optimized Currency Carry ETN

ICITF

06739H412 /
US06739H4121

$44.00

$41.4737

iPath® GEMS IndexTM ETN

JEMTF

06739H453 /
US06739H4535

$19.00

$17.7471

iPath® Bloomberg Agriculture Subindex Total ReturnSM ETN

JJATF

06739H206 /
US06739H2067

$48.00

$45.6976

iPath® Bloomberg Copper Subindex Total ReturnSM ETN

JJCTF

06739F101 /
US06739F1012

$43.00

$41.7227

iPath® Bloomberg Energy Subindex Total ReturnSM ETN

JJETF

06739H750 /
US06739H7504

$5.50

$5.1024

iPath® Bloomberg Grains Subindex Total ReturnSM ETN

JJGTF

06739H305 /
US06739H3057

$35.50

$34.1439

iPath® Bloomberg Industrial Metals Subindex Total ReturnSM ETN

JJMTF

06738G407 /
US06738G4073

$33.00

$31.7908

iPath® Bloomberg Nickel Subindex Total ReturnSM ETN

JJNTF

06739F119 /
US06739F1194

$20.00

$19.379

iPath® Bloomberg Precious Metals Subindex Total ReturnSM ETN

JJPFF

06739H248 /
US06739H2489

$86.00

$82.8636

iPath® Bloomberg Softs Subindex Total ReturnSM ETN

JJSSF

06739H230 /
US06739H2307

$46.00

$44.1658

iPath® Bloomberg Aluminum Subindex Total ReturnSM ETN

JJUFF

06739H321 /
US06739H3214

$17.00

$16.2158

iPath® JPY/USD Exchange Rate ETN

JYNFF

06739G851 /
GB00B1WPB282

$38.00

$36.0961

iPath® Asian & Gulf Currency Revaluation ETN

PGDDF

06739H420 /
US06739H4204

$50.00

$47.9129

iPath® Bloomberg Platinum Subindex Total ReturnSM ETN

PGMFF

06739H255 /
US06739H2554

$18.00

$17.3606

For each Series included in Table 2 below (each, a "Formula Price Series"), the Purchase Price per Note will reflect a specified premium to the Closing Indicative Note Value of that Series on March 6, 2024 (the "Expiration Date"). Such premium is expressed in Table 2 below as a percentage of the applicable Closing Indicative Note Value for each Formula Price Series (the "Formula Premium Percentage"). The Purchase Price per Note for each Formula Price Series will be equal to the product of (i) the Closing Indicative Note Value of that Series on the Expiration Date and (ii) the sum of one plus the applicable Formula Premium Percentage.

Title of Note

Bloomberg
Ticker

CUSIP / ISIN

Formula Premium
Percentage

Closing Indicative Note Value on
December 6, 2023

iPath® Bloomberg Cotton Subindex Total ReturnSM ETN

BALTF

06739H271 /
US06739H2711

3%

$64.078

iPath® Bloomberg Coffee Subindex Total ReturnSM ETN

JJOFF

06739H297 /
US06739H2976

3%

$17.0311

iPath® Bloomberg Tin Subindex Total ReturnSM ETN

JJTFF

06739H198 /
US06739H1986

3%

$76.7471

iPath® Bloomberg Sugar Subindex Total ReturnSM ETN

SGGFF

06739H214 /
US06739H2141

3%

$47.8796

The Issuer reserves the right, in its sole and absolute discretion, not to accept any tender instructions, not to purchase Notes or to extend, re-open, withdraw or terminate any Offer or Consent Solicitation and to amend or waive any of the terms and conditions of any Offer or Consent Solicitation in any manner, subject to applicable laws and regulations. Subject to applicable law, the Offer and Consent Solicitation for each Series is being made independently of the Offer and Consent Solicitation for each other Series, and we reserve the right, subject to applicable law, to extend, withdraw, terminate or amend the Offer and Consent Solicitation for any Series without also extending, withdrawing, terminating or amending any other Offer or Consent Solicitation.

If the Noteholders of a majority in aggregate principal amount of the Notes of a Series have validly tendered (and have not validly withdrawn) their Notes of that Series as of the Expiration Deadline, the related indenture (the "Indenture") and the global certificate(s) with respect to that Series (each a "Global Certificate") will be amended promptly following the Expiration Date to provide the Issuer with the right to redeem, in its sole discretion, all, but not less than all, of the outstanding Notes of that Series on the Redemption Date for a cash payment per Note equal to the applicable Closing Indicative Note Value on the valuation date (the "Valuation Date") specified by the Issuer in the redemption notice. The "Redemption Date" will be the fifth Business Day after the Valuation Date. The amendment described in this paragraph with respect to each Series is referred to as the "Proposed Amendment".

Notes purchased by the Issuer pursuant to an Offer will be immediately cancelled. Notes that have not been validly tendered and/or accepted for purchase pursuant to an Offer will remain outstanding after the Settlement Date, subject to the Issuer’s right to redeem the outstanding Notes of a Series if the Proposed Amendment becomes effective with respect to that Series. After the Proposed Amendment becomes effective with respect to a Series, the Notes of that Series that are not tendered, or that are not accepted for payment pursuant to the relevant Offer, will be subject to the amended terms of the Indenture and the applicable Global Certificate(s). If the Consent Threshold is satisfied with respect to a Series, the Issuer currently intends to effectuate the Proposed Amendment with respect to that Series promptly after the Expiration Date and redeem all outstanding Notes of that Series at any time after the Proposed Amendment becomes effective. The payment upon redemption to Noteholders for a Series may be greater than or less than the Purchase Price for that Series pursuant to the relevant Offer but will not include any premium or any amount in excess of the applicable Closing Indicative Note Value on the Valuation Date of such redemption.

How to Tender or Withdraw Tender of Your Notes

Noteholders who wish to tender or withdraw tenders of their Notes in an Offer must do so by contacting their respective broker, dealer or other person who is shown in the records of the Depository Trust Company ("DTC") as a Noteholder of the Notes (the "Intermediary") and instructing their broker or dealer to arrange for the transfer of their Notes through DTC’s Automated Tender Offer Program ("ATOP"), subject to the terms and procedures of that system, or following the other procedures described below.

Because the Offer with respect to each Series will expire at 11:59 p.m., New York City time, on March 6, 2024 (unless extended or early terminated by the Issuer) and DTC’s ATOP system is not available after 6:00 p.m., New York City time, Noteholders who hold their Notes through a custodian or other Intermediary and who intend to tender their Notes on the Expiration Date should either allow sufficient time for completion of the ATOP procedures before 6:00 p.m., New York City time, on the Expiration Date, or confirm with their custodian or other Intermediary that such custodian or other Intermediary will be able to process the tender of their Notes between 6:00 p.m. and 11:59 p.m., New York City time, on the Expiration Date.

If a Noteholder who holds its Notes through a custodian or other Intermediary desires to tender or withdraw tender of its Notes between 6:00 p.m. and 11:59 p.m., New York City time, on the Expiration Date, but such Noteholder is unable to accomplish the tender or withdrawal of tender of its Notes through its custodian or other Intermediary through DTC’s ATOP system, such Noteholder may directly contact the Dealer Manager via email prior to the Expiration Deadline to tender its Notes or directly contact the Dealer Manager via email prior to the Expiration Deadline to withdraw tender of its Notes.

The Issuer intends to announce, inter alia, its decision whether to accept valid tenders of Notes of any Series for purchase pursuant to the Offers in an announcement following the Expiration Deadline.

Purchase Price

For each Series, the Purchase Price per Note validly tendered in the Offer with respect to that Series (and not validly withdrawn) prior to the Expiration Deadline and accepted for purchase will be an amount in U.S. dollars and will be payable on the Settlement Date, unless the Offer with respect to that Series is extended, re-opened or earlier terminated.

For each Fixed Price Series, the Purchase Price per Note is a specified dollar amount set forth in Table 1 above that reflects a premium to the Closing Indicative Note Value of that Series on December 6, 2023. Because the Closing Indicative Note Value for each Fixed Price Series is calculated based on the applicable Closing Index Level, if the applicable Closing Index Level has increased as of the Expiration Date, the Purchase Price of that Series may be significantly less than the Closing Indicative Note Value on the Expiration Date. In addition, the Notes of any Fixed Price Series may trade at a substantial premium to or discount from the applicable Closing Indicative Note Value. Accordingly, the Purchase Price for any Fixed Price Series may be lower than the trading price of the Notes of that Series on the Expiration Date. If on or prior to the Expiration Date, the applicable Closing Index Level with respect to any Fixed Price Series has increased or decreased from its level on December 6, 2023, the Issuer may amend the Offer and Consent Solicitation with respect to that Series, including by increasing or decreasing the Purchase Price of that Series, or in its sole and absolute discretion, to extend, withdraw or terminate such Offer or Consent Solicitation.

For each Formula Price Series, the Purchase Price per Note will be equal to the product of (i) the Closing Indicative Note Value of that Series on the Expiration Date and (ii) the sum of one plus the applicable Formula Premium Percentage as specified in Table 2 above. Because the Closing Indicative Note Value for each Formula Price Series is calculated based on the applicable Closing Index Level, if the applicable Closing Index Level has declined as of the Expiration Date, the Purchase Price of that Series may be significantly less than it would otherwise have been had that Purchase Price been determined at a time prior to such decline or after the applicable Closing Index Level has recovered. In addition, the Notes of any Formula Price Series may trade at a substantial premium to or discount from the applicable Closing Indicative Note Value. Accordingly, the Purchase Price for any Formula Price Series may be lower than the trading price of the Notes of that Series on the Expiration Date.

The Purchase Price with respect to each Formula Price Series (other than any Series that is the subject of an Offer that is extended or early terminated by the Issuer) will be publicly announced by the Issuer by press release and will be available at http://ipathetn.barclays/static/tenderoffers.app at or prior to approximately 4:30 p.m., New York City time, on the Expiration Date. In addition, on each Trading Day while an Offer remains open, the indicative Purchase Price for the relevant Series, as well as the Closing Index Level and the Closing Indicative Note Value for that Trading Day for the relevant Series, will be published for that Series by 5:00 p.m., New York City time, at http://ipathetn.barclays/static/tenderoffers.app. In the event that publication of the Closing Index Level for any Series on any Trading Day is delayed, the Issuer will publish such information as soon as practicable following the publication of that Closing Index Level. The indicative Purchase Price for a Formula Price Series on any Trading Day for that Series will be equal to a percentage of the Closing Indicative Note Value for that Series on that Trading Day, as specified in Table 2 above.

Expected Timetable of Events

The times and dates below are indicative only.

Time and Date

Event

December 7, 2023

Commencement of the Offers and Consent Solicitations

Offers and Consent Solicitations announced.

The Purchase Price per Note of each Fixed Price Series is set.

Statement available from the Dealer Manager.

4:30 p.m. (New York City time) on March 6, 2024

Formula Price Announcement Time

For each Formula Price Series, the Dealer Manager will calculate the Purchase Price per Note, which will be equal to the product of (i) the Closing Indicative Note Value of that Series on March 6, 2024 and (ii) the sum of one plus the applicable Formula Premium Percentage as specified in Table 2 above. See "Terms and Conditions of the Offers and Consent Solicitations—Purchase Price" in the Statement.


The Purchase Price with respect to each Formula Price Series (other than any Series that is the subject of an Offer that is extended or early terminated by the Issuer) will be publicly announced by the Issuer by press release and will be available at http://ipathetn.barclays/static/tenderoffers.app at or prior to approximately 4:30 p.m., New York City time, on March 6, 2024.

11:59 p.m. (New York City time) on March 6, 2024

Expiration Deadline

The deadline for Noteholders to validly tender (and not validly withdraw) their Notes in order to participate in an Offer and to be eligible to receive the applicable Purchase Price on the Settlement Date. Noteholders who validly tender (and do not validly withdraw) their Notes of any Series will be deemed to have consented to the Proposed Amendment with respect to that Series under the applicable Consent Solicitation.

Noteholders who validly withdraw tenders of their Notes of any Series will be deemed to have withdrawn their consents to the Proposed Amendment with respect to that Series under the applicable Consent Solicitation. Noteholders may not consent to the Proposed Amendment with respect to a Series in a Consent Solicitation without tendering Notes of that Series and may not revoke such consent without withdrawing the previously tendered Notes to which such consents relate.

A Noteholder who desires to tender its Notes or withdraw tenders between 6:00 p.m. and 11:59 p.m., New York City time, on the Expiration Date should directly contact the Dealer Manager. See the sections entitled "Procedures for Participating in an Offer" and "Amendment and Termination—Revocation Rights" in the Statement. Noteholders should carefully review the specific procedures for tendering Notes in the Statement under the section entitled "Procedures for Participating in an Offer."

March 7, 2024

Announcement of Results of Offers and Consent Solicitations

The Issuer will announce its decision whether to accept valid tenders of Notes of any Series for purchase pursuant to the Offers (including, if applicable, the expected Settlement Date for the applicable Offers) and the results of the Offers and the Consent Solicitations in accordance with the methods set out in the Statement as provided in the section entitled "Terms and Conditions of the Offers and Consent Solicitations."

Subject to applicable law, the Offer and Consent Solicitation for each Series is being made independently of the Offer and Consent Solicitation for each other Series, and we reserve the right, subject to applicable law, to extend, withdraw, terminate or amend the Offer and Consent Solicitation for any Series without also extending, withdrawing, terminating or amending any other Offer or Consent Solicitation.

March 13, 2024

Settlement

Expected Settlement Date. Payment of the applicable Purchase Price in respect of the Offers.

Any Noteholder whose Notes are held on its behalf by a broker, dealer, bank, custodian, trust company, nominee or other Intermediary should promptly contact such entity if it wishes to tender or withdraw tenders of its Notes in an Offer. Such Intermediaries may have deadlines for participating in the Offers prior to the Expiration Deadline. Noteholders should carefully review the specific procedures for tendering Notes in the Statement under the section entitled "Procedures for Participating in an Offer."

For Further Information

A complete description of the terms and conditions of the Offers is set out in the Statement. Copies of the Statement are available at http://ipathetn.barclays/static/tenderoffers.app. Further details about the transaction can be obtained from:

The Dealer Manager
Barclays Capital Inc.
745 Seventh Avenue
New York, New York 10019, United States
Telephone: +1 212-528-7990
Attn: Barclays ETN Desk
Email: etndesk@barclays.com

The Tender Agent
The Bank of New York Mellon
160 Queen Victoria Street
London EC4V 4LA
United Kingdom
Attn: Debt Restructuring Services
Telephone: +44 1202 689644
Email: debtrestructuring@bnymellon.com

DISCLAIMER

This announcement must be read in conjunction with the Statement. No offer or invitation to acquire or exchange any securities is being made pursuant to this announcement. This announcement and the Statement contain important information, which must be read carefully before any decision is made with respect to the Offers and Consent Solicitations. If any Noteholder is in any doubt as to the action it should take, it is recommended to seek its own legal, tax and financial advice, including as to any tax consequences, from its stockbroker, bank manager, lawyer, accountant or other independent financial adviser. Any individual or company whose Notes are held on its behalf by a broker, dealer, bank, custodian, trust company or other nominee must contact such entity if it wishes to participate in an Offer and Consent Solicitation. None of the Issuer, the Dealer Manager or the Tender Agent (or any person who controls, or is a director, officer, employee or agent of such persons, or any affiliate of such persons) makes any recommendation as to whether Noteholders should participate in any Offer and Consent Solicitation.

General

Neither this announcement, the Statement nor the electronic transmission thereof constitutes an offer to buy or the solicitation of an offer to sell Notes (and tenders of Notes for purchase pursuant to the Offers will not be accepted from Noteholders) in any circumstances in which such Offer or solicitation is unlawful. In those jurisdictions where the Notes, blue sky or other laws require the Offers to be made by a licensed broker or dealer and the Dealer Manager or any of its affiliates is such a licensed broker or dealer in any such jurisdiction, the Offers shall be deemed to be made by such Dealer Manager or such affiliate, as the case may be, on behalf of the Issuer in such jurisdiction. None of the Issuer, the Dealer Manager or the Tender Agent (or any director, officer, employee, agent or affiliate of, any such person) makes any recommendation as to whether Noteholders should tender Notes in the Offers or Consent Solicitations. In addition, each Noteholder participating in an Offer will be deemed to give certain representations in respect of the other jurisdictions referred to below and generally as set out in the Statement under the section entitled "Procedures for Participating in the Offer." Any tender of Notes for purchase pursuant to an Offer from a Noteholder that is unable to make these representations will not be accepted.

About Barclays

Barclays is a British universal bank. We are diversified by business, by different types of customers and clients, and by geography. Our businesses include consumer banking and payments operations around the world, as well as a full-service corporate and investment bank. For further information about Barclays, please visit our website www.barclays.com.

Selected Risk Considerations

An investment in the ETNs described herein involves risks. Selected risks are summarized here, but we urge you to read the more detailed explanation of risks described under "Risk Factors" in the applicable prospectus supplement and pricing supplement.

You May Lose Some or All of Your Principal: The ETNs are exposed to any change in the level of the underlying index or exchange rate, as applicable (the "index") between the inception date and the applicable valuation date. Additionally, if the level of the index is insufficient to offset the negative effect of the investor fee and other applicable costs, you will lose some or all of your investment at maturity or upon redemption, even if the level of such index has increased or decreased, as the case may be. The ETNs are riskier than ordinary unsecured debt securities and have no principal protection.

Credit of Barclays Bank PLC: The ETNs are unsecured debt obligations of Barclays Bank PLC and are not, either directly or indirectly, an obligation of or guaranteed by any third party. Any payment to be made on the ETNs, including any payment at maturity or upon redemption, depends on the ability of Barclays Bank PLC to satisfy its obligations as they come due. As a result, the actual and perceived creditworthiness of Barclays Bank PLC will affect the market value, if any, of the ETNs prior to maturity or redemption. In addition, if Barclays Bank PLC were to default on its obligations, you may not receive any amounts owed to you under the terms of the ETNs.

Market and Volatility Risk: The market value of the ETNs may be influenced by many unpredictable factors and may fluctuate between the date you purchase them and the maturity date or redemption date. You may also sustain a significant loss if you sell your ETNs in the secondary market. Factors that may influence the market value of the ETNs include prevailing market prices of the commodity markets, the U.S. stock markets or the U.S. Treasury market, the index components included in the underlying index, and prevailing market prices of options on such index or any other financial instruments related to such index; and supply and demand for the ETNs, including economic, financial, political, regulatory, geographical or judicial events that affect the level of such index or other financial instruments related to such index.

Concentration Risk: Because the ETNs are linked to an index composed of futures contracts on a single commodity or in only one commodity sector, the ETNs are less diversified than other funds. The ETNs can therefore experience greater volatility than other funds or investments.

A Trading Market for the ETNs May Not Develop: The ETNs are not listed on any securities exchange. A trading market for the ETNs may not develop and the liquidity of the ETNs may be limited.

No Interest Payments from the ETNs: You may not receive any interest payments on the ETNs.

Uncertain Tax Treatment: Significant aspects of the tax treatment of the ETNs are uncertain. You should consult your own tax advisor about your own tax situation.

The ETNs may be sold throughout the day on the exchange through any brokerage account. Commissions may apply and there are tax consequences in the event of sale, redemption or maturity of ETNs. Sales in the secondary market may result in significant losses.

© 2023 Barclays Bank PLC. All rights reserved. iPath, iPath ETNs and the iPath logo are registered trademarks of Barclays Bank PLC. All other trademarks, servicemarks or registered trademarks are the property, and used with the permission, of their respective owners.

NOT FDIC INSURED · NO BANK GUARANTEE · MAY LOSE VALUE

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Contacts

Press Contact:
Ann Thielke
+1 212 526 1472
Ann.Thielke@barclays.com