Securities Registration (section 12(b)) (8-a12b)
November 15 2018 - 4:51PM
Edgar (US Regulatory)
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)
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England
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13-4942190
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(State of Incorporation or Organization)
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(I.R.S. Employer Identification No.)
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1 Churchill Place, London, United Kingdom
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E14 5HP
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(Address of Principal Executive Office)
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(Zip Code)
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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. ☐
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Securities Act registration statement file number to which this form
relates: No. 333-223156
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Securities to be registered pursuant to Section 12(b) of the Act:
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Title of each class
to be so registered
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Name of each exchange on which
each class is to be registered
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4.610%
Fixed-to-Floating
Rate Senior Notes due 2023
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The New York Stock Exchange
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Floating Rate Senior Notes due 2023
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The New York Stock Exchange
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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 November 7, 2018 (the Prospectus Supplement) relating to the Securities (as
defined below) registered hereunder included in the Registrants 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
Registrants Securities to be Registered.
This registration statement relates to $1,750,000,000 aggregate principal amount of
4.610%
Fixed-to-Floating
Rate Senior Notes due 2023 (the
Fixed-to-Floating
Rate
Notes) and $750,000,000 aggregate principal amount of Floating Rate Senior Notes due 2023 (the Floating Rate Notes and, together with the
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:
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4.1
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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).
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4.2
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Third Supplemental Indenture to the Senior Debt Securities Indenture, among the Registrant, 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 November 15, 2018 (incorporated by reference to the Current Report on Form
6-K,
dated November 15, 2018 (Film No. 181187179), filed by the Registrant with the Securities and Exchange Commission on November 15, 2018).
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4.3
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Form of Global Security for the 4.610%
Fixed-to-Floating
Rate Senior Notes due 2023 (included in Exhibit 4.2).
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4.4
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Form of Global Security for the Floating Rate Senior Notes due 2023 (included in Exhibit 4.2).
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99.1
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Prospectus and Prospectus Supplement (incorporated herein to the extent provided above by reference to the
Registrants filings under the Registration Statement on Form
F-3
(File
No. 333-223156)
and Rule 424(b) filed with the Commission on April 6, 2018 and
November 9, 2018, respectively).
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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.
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BARCLAYS PLC
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(Registrant)
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Date: November 15, 2018
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By:
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/s/ Karen Rowe
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Name: Karen Rowe
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Title: Assistant Secretary
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EXHIBIT INDEX
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Exhibit No.
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Description of Exhibit
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4.1
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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).
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4.2
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Third Supplemental Indenture to the Senior Debt Securities Indenture, among the Registrant, 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 November 15, 2018 (incorporated by reference to the Current Report on Form
6-K,
dated November 15, 2018 (Film No. 181187179), filed by the Registrant with the Securities and
Exchange Commission on November 15, 2018).
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4.3
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Form of Global Security for the 4.610%
Fixed-to-Floating
Rate Senior Notes due 2023 (included in Exhibit 4.2).
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4.4
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Form of Global Security for the Floating Rate Senior Notes due 2023 (included in Exhibit 4.2).
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99.1
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Prospectus and Prospectus Supplement (incorporated herein to the extent provided above by reference to the Registrants filings under the Registration Statement on
Form F-3
(File
No. 333-223156)
and Rule 424(b) filed with the Commission on April 6, 2018 and November 9, 2018, respectively).
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