FACTBOX: Structure of Barclays' $12 bln fundraising

Fri Oct 31, 2008 11:53am EDT
 
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(Reuters) - British bank Barclays Plc is raising 7.3 billion pounds ($12.1 billion) from investors in Qatar, Abu Dhabi and elsewhere through a range of complex capital instruments [nN30266610].

Britain's second biggest bank avoids having to take government funds because of the deal, though it will have to pay annual interest of 14 percent on some of the instruments and pay 300 million pounds in fees.

The deal will see Sheikh Mansour Bin Zayed Al Nahyan, a member of Abu Dhabi's royal family, and investors in Qatar owning almost one-third of the bank.

The following are details of the capital raising, its investors, fees and timetable:

STRUCTURE:

Barclays will issue 3 billion pounds of reserve capital instruments (RCIs), which will pay annual interest of 14 percent until June 2019.

In conjunction with the RCIs, investors have subscribed for warrants to buy up to 1.5 billion new shares at an exercise price of 197.775 pence per share, or 3 billion pounds in aggregate. The warrants are exercisable at any time for a five-year term from the date of issue. Barclays shares closed on Thursday at 205.25p.

The RCIs will pay an annual coupon of 14 percent until June 2019 and 3-month LIBOR plus 13.4 percent thereafter.

The RCI coupon is tax deductable and after tax the coupon will be about 10 percent.

After adding in the warrant value, the cost of the instrument is comparable with preference shares other banks are likely to issue, said Chris Lucas, finance director.

The RCIs will qualify as tier one capital.

Barclays will also issue 4.3 billion pounds of mandatory convertible notes (MCNs).

Some 2.8 billion pounds of MCNs are being issued to Qatar and Sheik Mansour Bin Zayed Al Nahyan. A further 1.5 billion pounds of MCNs are being offered to existing institutions and other investors through an accelerated placing, being run by Barclays Capital, Credit Suisse and JPMorgan Cazenove.

All the MCNs will pay an annual coupon of 9.75 percent until conversion into ordinary shares before the end of June 2009. Conversion will result in the issue of 2.8 billion new shares, representing 33.5 percent of Barclays' existing share capital. The conversion price is 153.276 pence.

The bank said offering full pre-emption rights to shareholders would have taken too long and been too risky in current markets. "We thought it better to have certain money and quickly," said Marcus Agius, Barclays chairman.

INVESTORS:  Continued...

 

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