REG - Barclays PLC Barclays Bank PLC - Update on over-issuance under BBPLC U.S. Shelf

BarclaysAnnouncement

30/09/2022 17:45

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RNS Number : 4159B  Barclays PLC  30 September 2022

30 September 2022

Barclays PLC and Barclays Bank PLC ("Barclays")

Update on over-issuance under the Barclays Bank PLC U.S. Shelf

Settlement with the SEC

The U.S. Securities and Exchange Commission ("SEC") has announced the
resolution of its investigation of Barclays PLC ("BPLC") and Barclays Bank PLC
("BBPLC") relating to the over-issuance of securities by BBPLC under certain
of its U.S. shelf registration statements.  Pursuant to the terms of the
resolution and as reflected in BPLC's and BBPLC's H122 Results Announcements,
BPLC and BBPLC will pay a combined penalty of U.S.$200 million, without
admitting or denying the SEC's findings.  The SEC has confirmed that BBPLC's
independent rescission offer to noteholders satisfies its requirements for
disgorgement and related prejudgment interest.

Financial impact of the over-issuance

Further to the announcement on 15 September 2022 concerning the expiration of
the rescission offer, Barclays confirms that the net cumulative attributable
loss after tax in relation to the over-issuance of securities in the U.S. is
expected to remain materially in line with the financial impact disclosed in
BPLC's and BBPLC's H122 Results.  Further details will be provided as part of
BPLC's Q322 Results Announcement to be published on or about 26 October 2022,
including the extent to which changes in market prices of affected securities
have resulted in a reduction in costs associated with the rescission offer,
offset by a corresponding reduction in income associated with hedging
arrangements.

Review led by external counsel

The previously announced review of the facts and circumstances relating to the
over-issuance and the control environment related to such issuances led by
external counsel ("Review") is now complete.  The over-issuance occurred
because Barclays did not put in place a mechanism to track issuances after
BBPLC became subject to a limit on issuance.  Among the principal causes of
the over-issuance were, first, the failure to identify and escalate to senior
executives the consequences of the loss of well-known issuer status and,
secondly, a decentralised ownership structure for securities issuances.

The Review further concluded that the occurrence of the over-issuance was not
the result of a general lack of attention to controls by Barclays, and that
Barclays' management has consistently emphasised the importance of maintaining
effective controls.

The Review's findings will be used to consider individual accountabilities in
relation to this matter and may include adjustments to remuneration, including
to past variable remuneration, the potential for disciplinary action and
performance management as appropriate.

- ENDS -

Note: The BPLC and BBPLC H122 Results referred to above include further
disclosures in relation to the over-issuance of securities.

For further information, please contact:

Investor Relations
 
Media Relations

Chris Manners
 
Jon Tracey

+44 (0) 20 7773 2136
+44 (0) 20 7116 4755

About Barclays

Barclays is a British universal bank. We are diversified by business, by
different types of customer and client, and geography. Our businesses include
consumer banking and payments operations around the world, as well as a
top-tier, full service, global corporate and investment bank, all of which are
supported by our service company which provides technology, operations and
functional services across the Barclays Group. For further information about
Barclays, please visit our website home.barclays.

Forward-Looking Statements

This announcement contains forward-looking statements within the meaning of
Section 21E of the U.S. Securities Exchange Act of 1934, as amended, and
Section 27A of the U.S. Securities Act of 1933, as amended, with respect to
BPLC, BBPLC and the Group. Barclays cautions readers that no forward-looking
statement is a guarantee of future performance and that actual results or
other financial condition or performance measures could differ materially from
those contained in the forward-looking statements. These forward-looking
statements can be identified by the fact that they do not relate only to
historical or current facts. Forward-looking statements sometimes use words
such as 'may', 'will', 'seek', 'continue', 'aim', 'anticipate', 'target',
'projected', 'expect', 'estimate', 'intend', 'plan', 'goal', 'believe',
'achieve' or other words of similar meaning. These statements are based on the
current beliefs and expectations of Barclays' management and are subject to
significant risks and uncertainties. Actual outcomes may differ materially
from those expressed in the forward-looking statements. Factors that could
impact Barclays' future financial condition and performance are identified in
BPLC's and BBPLC's respective filings with the SEC (including, without
limitation, BPLC's and BBPLC's respective Annual Report on Form 20-F for the
financial year ended 31 December 2021, as amended, and Interim Results
Announcement for the six months ended 30 June 2022), which are available on
the SEC's website at www.sec.gov.

Subject to Barclays' obligations under the applicable laws and regulations of
any relevant jurisdiction, (including, without limitation, the UK and the
U.S.), in relation to disclosure and ongoing information, we undertake no
obligation to update publicly or revise any forward-looking statements,
whether as a result of new information, future events or otherwise.

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