UNITED STATES
SECURITIES AND
EXCHANGE COMMISSION
Washington, DC 20549
FORM 6-K
REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13A-16 OR 15D-16
UNDER THE SECURITIES EXCHANGE ACT OF 1934
May 31,
2017
Barclays PLC and
Barclays Bank PLC
(Names
of Registrants)
1 Churchill Place
London E14 5HP
England
(Address
of Principal Executive Offices)
Indicate
by check mark whether the registrant files or will file annual
reports
Under
cover of Form 20-F or Form 40-F.
Form
20-F x
Form 40-F
Indicate
by check mark whether the registrant by furnishing the
information
contained
in this Form is also thereby furnishing the information to
the
Commission
pursuant to Rule 12g3-2(b) under the Securities Exchange Act of
1934.
Yes
No x
If
"Yes" is marked, indicate below the file number assigned to the
registrant
in
connection with Rule 12g3-2(b):
This
Report is a joint Report on Form 6-K filed by Barclays PLC and
Barclays
Bank
PLC. All of the issued ordinary share capital of Barclays Bank PLC
is
owned
by Barclays PLC.
This
Report comprises:
Information
given to The London Stock Exchange and furnished pursuant
to
General
Instruction B to the General Instructions to Form 6-K.
EXHIBIT
INDEX
Terms
of separation with Barclays Africa signed dated 31 May
2017
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, each of
the registrants has duly caused this report to be signed on its
behalf by the undersigned, thereunto duly authorized.
BARCLAYS
PLC
(Registrant)
Date:
May 31, 2017
By: /s/
Marie Smith
----------------------
Marie
Smith
Assistant
Secretary
BARCLAYS
BANK PLC
(Registrant)
Date: May
31, 2017
By: /s/
Marie Smith
----------------------
Marie
Smith
Assistant
Secretary
31 May
2017
TERMS OF SEPARATION WITH BARCLAYS AFRICA SIGNED
Barclays
PLC ("Barclays", together
with its subsidiary undertakings, the "Barclays Group") announced on 1 March 2016 that
it intended, over a two to three-year period, to reduce its
shareholding in Barclays Africa Group Limited ("BAGL") to a level which will permit
Barclays to de-consolidate BAGL from a regulatory perspective and,
prior to that, from an accounting perspective.
On 23
February 2017, Barclays announced as part of its 2016 results that
the terms of the transitional services arrangements and the
separation payments had been agreed with BAGL and submitted to
relevant regulators as part of a request for approval for Barclays
to sell down to below a 50 per cent holding in BAGL (the
"Separation Arrangements"). Following the receipt by
Barclays of the required regulatory approval to sell down from the
Minister of Finance in South Africa, they have today entered into
agreements governing the terms on which the separation will
occur.
As
announced on 23 February 2017, the separation terms include
contributions from Barclays to BAGL totalling £765 million, of
which £27.5 million was paid in December 2016, with the
remainder to be paid over the period through to completion of any
initial sale of the Barclays Group stake in BAGL to 50 per cent. or
below (the "Initial Sell Down
Date"). These funds will be used by BAGL to separate
from the Barclays Group. Further details are set out
below.
In
addition, Barclays will contribute the equivalent of 1.5 per cent.
of BAGL's market capitalisation (equating to approximately
£110 million based on BAGL's share price and GBP:ZAR exchange
rate as at 30 May 2017) towards the establishment of a broad-based
black economic empowerment scheme and expects to incur some
additional operating expenses in respect of delivering the
separation of the businesses.
As
announced on 28 April 2017, it is estimated that the sell down of
the Barclays Group's interest in BAGL will result in approximately
75bps accretion to the Barclays Group's CET1 ratio on regulatory
deconsolidation, based on BAGL's share price and GBP:ZAR exchange
rate as at 31 March 2017, after taking account of the separation
costs referred to above.
The
appendix to this announcement contains certain additional
information about BAGL.
Terms of the Separation Arrangements
The
Separation Arrangements include contributions from Barclays to BAGL
totalling £765 million which are comprised of the
following:
●
£515 million (at the 1 March 2017
GBP:ZAR exchange rate), to provide additional capital to BAGL to
allow it to make investments required to achieve the separation,
including in respect of technology, rebranding and other separation
projects;
●
£55 million to cover
separation-related expenses, of which £27.5 million was
paid in 2016; and
●
£195 million for the
termination of the existing Master Services Agreement between
Barclays and BAGL which governs the provision of services by the
Barclays Group to the BAGL subsidiaries acquired from Barclays in
2013 (the "MSA").
Under
the Separation Arrangements, Barclays has agreed to indemnify BAGL
against certain potential losses suffered by BAGL, including as a
result of (i) the business of Barclays Group, untrue statements or
omissions contained in any document issued by the Barclays Group in
connection with any placing or marketing of BAGL shares under the
proposed sell down of BAGL shares and any failure by any Barclays
Group company to discharge any liability in respect of taxation for
which the Barclays Group is primarily liable (the "Perimeter Indemnity"); or (ii) BAGL having adhered
to any Barclays policy which is not compliant with the laws for
which that policy was designed (the "Policy Indemnity"). Barclays' liability
under the Perimeter Indemnity is uncapped and under the Policy
Indemnity is capped at £614.7 million.
Subject
to certain limited exceptions, the current intra-group arrangements
between members of the Barclays Group and members of BAGL,
including the MSA and the intra-group framework agreement (the
"IGFA"), will terminate on
the Initial Sell Down Date. The Separation Arrangements include a
transitional services agreement (the "TSA") to replace the existing MSA and
IGFA. The TSA will be effective from the Initial Sell Down Date.
The term of the TSA will be determined by the timeframes specified
for the individual services being provided, which range from three
months to three years, subject to extension(s).
The
Separation Arrangements also provide for a governance framework
which will apply during the implementation of the separation.
Certain protective covenants (including non-compete arrangements
and non-solicit obligations) will apply to the Barclays Group, in
respect of the countries BAGL operates in, from today until three
years from the Initial Sell Down Date. These protective covenants
are subject to certain agreed carve-outs and it is expected that
Barclays and BAGL will continue to cooperate for the benefit of
mutual clients, where appropriate.
The
Separation Arrangements also include a Transitional Trade Mark
Licence agreement (the "TTML"), which will be effective from the
Initial Sell Down Date, to replace the existing trademark licence
agreements between the Barclays Group and BAGL. The TTML allows
BAGL to continue to use the Barclays brand for up to 12 months in
South Africa and for up to three years in other BAGL territories,
subject to limited exceptions.
Enquiries:
Barclays Investor Relations:
Kathryn McLeland +44 (0) 20 7116 4943
Barclays Media Relations:
Tom Hoskin +44 (0) 20 7116 4755
This
announcement contains certain forward-looking statements within the
meaning of Section 21E of the US Securities Exchange Act of 1934,
as amended and Section 27A of the Securities Act with respect to
the Barclays Group. These statements are based on current beliefs
and expectations of Barclays' management and are subject to
significant risks and uncertainties. Actual outcomes may differ
materially from those contained in the forward-looking
statements.
Factors
which may impact the Barclays Group's future financial condition
and performance are identified in the Barclays Group's filings with
the US Securities and Exchange Commission (the "SEC") (including,
without limitation, in the 2016 Annual Report on Form 20-F) which
are available on the SEC's website at www.sec.gov. Subject to
Barclays' obligations under the applicable laws and regulations of
the United Kingdom and the United States in relation to disclosure
and ongoing information, Barclays does not undertake to update the
forward-looking statements to reflect the impact of circumstances
or events that may arise after the date of the forward-looking
statements.
LEI
Code: 213800LBQA1Y9L22JB70
Appendix
Information about BAGL
BAGL is
a diversified financial services provider offering, in a number of
countries in Africa, an integrated set of products and services
across personal and business banking, credit cards, corporate and
investment banking, wealth and investment management and insurance.
BAGL is listed on the Johannesburg Stock Exchange.
As at
31 December 2016, BAGL had gross assets of approximately
£64,960m1. BAGL's profit
before tax for the year ended 31 December 2016 was approximately
£1,114m2.
Details of Key Individuals for BAGL
The
directors of BAGL and their functions are as follows:
Wendy
Lucas-Bull
|
Barclays
Africa Group Chairman and Independent Non-executive
Director
|
Maria
Ramos
|
Chief
Executive Officer
|
David
Hodnett
|
Deputy
Chief Executive Officer
|
Peter
Matlare
|
Deputy
Chief Executive Officer
|
Jason
Quinn
|
Financial
Director
|
Mark
Merson
|
Non-executive
Director
|
Ashok
Vaswani
|
Non-executive
Director
|
Daniel
Hodge
|
Non-executive
Director
|
Trevor
Munday
|
Lead
Independent Director
|
René
van Wyk
|
Independent
Non-executive Director
|
Alex
Darko
|
Independent
Non-executive Director
|
Colin
Beggs
|
Independent
Non-executive Director
|
Francis
Okomo-Okello
|
Independent
Non-executive Director
|
Mohamed
Husain
|
Independent
Non-executive Director
|
Paul
O'Flaherty
|
Independent
Non-executive Director
|
Yolanda
Cuba
|
Independent
Non-executive Director
|
Daisy
Naidoo
|
Independent
Non-executive Director
|
1 Exchange rate GBP:ZAR of 16.95 as of 31 December 2016
(source: Bloomberg)
2 Average exchange rate GBP:ZAR of 19.46 as of 31 December
2016 (source: Bloomberg)
BAGL is
currently overseen by an Executive Committee
comprising:
Maria
Ramos
|
Chief
Executive Officer
|
David
Hodnett
|
Deputy
Chief Executive Officer (South African operations) and Head: Retail
and Business Bank
|
Peter
Matlare
|
Deputy
Chief Executive Officer (Rest of Africa operations)
|
Jason
Quinn
|
Financial
Director
|
Arrie
Rautenbach
|
Chief
Risk Officer
|
Bobby
Malabie
|
Group
Executive: Marketing and Corporate Relations
|
Charles
Russon
|
Chief
Operating Officer
|
Charles
Wheeler
|
General
Counsel
|
Nomkhita
Nqweni
|
Chief
Executive: Wealth, Investment Management and Insurance
|
Sarah
Louw
|
Chief
Executive: Human Resources
|
Yasmin
Masithela
|
Head of
Compliance
|