Form 8-A12B

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM 8-A

 

 

FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES

PURSUANT TO SECTION 12(b) OR 12(g) OF

THE SECURITIES EXCHANGE ACT OF 1934

 

 

Barclays PLC

(Exact name of Registrant as Specified in Its Charter)

 

 

 

England   13-4942190
(State of Incorporation or Organization)   (I.R.S. Employer Identification No.)

 

1 Churchill Place, London, United Kingdom   E14 5HP
(Address of Principal Executive Office)   (Zip Code)

 

If this form relates to the registration of a class of securities pursuant to Section 12(b) of the Exchange Act and is effective pursuant to General Instruction A.(c), check the following box. ☒   If this form relates to the registration of a class of securities pursuant to Section 12(g) of the Exchange Act and is effective pursuant to General Instruction A.(d), check the following box. ☐

 

Securities Act registration statement file number to which this form relates:   No. 333-223156

Securities to be registered pursuant to Section 12(b) of the Act:

 

Title of each class

to be so registered

  

Name of each exchange on which

        each class is to be registered        

4.338% Fixed-to-Floating Rate Senior Notes due 2024   The New York Stock Exchange
4.972% Fixed-to-Floating Rate Senior Notes due 2029   The New York Stock Exchange
Floating Rate Senior Notes due 2024   The New York Stock Exchange

 

 

Securities to be registered pursuant to Section 12(g) of the Act: None

 

 

 

INFORMATION REQUIRED IN REGISTRATION STATEMENT

The Registrant has filed with the Securities and Exchange Commission (the “Commission”) pursuant to Rule 424(b) under the Securities Act of 1933 (“Rule 424(b)”) a prospectus dated April 6, 2018 (the “Prospectus”) and a prospectus supplement dated May 9, 2018 (the “Prospectus Supplement”) relating to the Securities (as defined below) registered hereunder included in the Registrant’s shelf Registration Statement on Form F-3 (File No. 333-223156), which became effective on April 6, 2018. The Registrant incorporates by reference the Prospectus and the Prospectus Supplement to the extent set forth below.

 

Item 1. Description of Registrant’s Securities to be Registered.

This registration statement relates to $1,250,000,000 aggregate principal amount of 4.338% Fixed-to-Floating Rate Senior Notes due 2024 (the “2024 Fixed-to-Floating Rate Notes”), $1,750,000,000 aggregate principal amount of 4.972% Fixed-to-Floating Rate Senior Notes due 2029 (the “2029 Fixed-to-Floating Rate Notes”) and $1,500,000,000 aggregate principal amount of Floating Rate Senior Notes due 2024 (the “Floating Rate Notes” and, together with the 2024 Fixed-to-Floating Rate Notes and the 2029 Fixed-to-Floating Rate Notes, the “Securities”) to be issued by the Registrant. Reference is made to the information set forth (i) under the heading “Description of Debt Securities” in the Prospectus and (ii) under the headings “Description of Senior Notes” and “U.S. Federal Income Tax Considerations” in the Prospectus Supplement, which information is incorporated herein by reference.

 

Item 2. Exhibits.

Pursuant to the Instructions as to Exhibits with respect to Form 8-A, the following exhibits are being filed with the Commission in connection with this Registration Statement:

 

    4.1 Senior Debt Securities Indenture, between the Registrant and The Bank of New York Mellon, London Branch, as Trustee, dated as of January 17, 2018 (incorporated by reference to the Current Report on Form 6-K, dated January 17, 2018 (Film No. 18530382), filed by the Registrant with the Securities and Exchange Commission on January 17, 2018).

 

    4.2 Second Supplemental Indenture to the Senior Debt Securities Indenture, among Barclays PLC, The Bank of New York Mellon, London Branch, as Trustee and the Bank of New York Mellon SA/NV, Luxembourg Branch, as Senior Debt Security Registrar, dated as of May 16, 2018 (incorporated by reference to the Current Report on Form 6-K, dated May 16, 2018 (Film No. 18839430), filed by the Registrant with the Securities and Exchange Commission on May 16, 2018).

 

    4.3 Form of Global Security for the 4.338% Fixed-to-Floating Rate Senior Notes due 2024 (included in Exhibit 4.2).

 

    4.4 Form of Global Security for the 4.972% Fixed-to-Floating Rate Senior Notes due 2029 (included in Exhibit 4.2).

 

    4.5 Form of Global Security for the Floating Rate Senior Notes due 2024 (included in Exhibit 4.2).

 

  99.1 Prospectus and Prospectus Supplement (incorporated herein to the extent provided above by reference to the Registrant’s filings under the Registration Statement on Form F-3 (File No. 333-223156) and Rule 424(b) filed with the Commission on May 9, 2018 and May 11, 2018, respectively).

SIGNATURE

Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized.

 

     

BARCLAYS PLC

(Registrant)

Date: May 16, 2018     By:  

/s/ Karen Rowe

     

Name: Karen Rowe

     

Title: Assistant Secretary

 

EXHIBIT INDEX

 

Exhibit
No.		   

Description of Exhibit

  4.1    Senior Debt Securities Indenture, between the Registrant and The Bank of New York Mellon, London Branch, as Trustee, dated as of January 17, 2018 (incorporated by reference to the Current Report on Form 6-K, dated January 17, 2018 (Film No. 18530382), filed by the Registrant with the Securities and Exchange Commission on January 17, 2018).
  4.2    Second Supplemental Indenture to the Senior Debt Securities Indenture, among Barclays PLC, The Bank of New York Mellon, London Branch, as Trustee and the Bank of New York Mellon SA/NV, Luxembourg Branch, as Senior Debt Security Registrar, dated as of May 16, 2018 (incorporated by reference to the Current Report on Form 6-K, dated May 16, 2018 (Film No. 18839430), filed by the Registrant with the Securities and Exchange Commission on May 16, 2018).
  4.3    Form of Global Security for the 4.338% Fixed-to-Floating Rate Senior Notes due 2033 (included in Exhibit 4.2).
  4.4    Form of Global Security for the 4.972% Fixed-to-Floating Rate Senior Notes due 2029 (included in Exhibit 4.2).
  4.5    Form of Global Security for the Floating Rate Senior Notes due 2024 (included in Exhibit 4.2).
99.1    Prospectus and Prospectus Supplement (incorporated herein to the extent provided above by reference to the Registrant’s filings under the Registration Statement on Form F-3 (File No. 333-223156) and Rule 424(b) filed with the Commission on May 9, 2018 and May 11, 2018, respectively).