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 | |
| 4.610% Fixed-to-Floating Rate Senior Notes due 2023 | 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 March 28, 2019 (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 $750,000,000 aggregate principal amount of 4.610% Fixed-to-Floating Rate Senior Notes due 2023 (the “Securities”) to be issued by the Registrant. The Securities will be consolidated and form a single series with the $1,750,000,000 aggregate principal amount of 4.610% Fixed-to-Floating Rate Senior Notes due 2023 issued by the Registrant on November 15, 2018. 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 | 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). |
| 4.3 | Fourth 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 April 2, 2019 (incorporated by reference to the Current Report on Form 6-K, dated April 2, 2019 (Film No. 19724017), filed by the Registrant with the Securities and Exchange Commission on April 2, 2019). |
| 4.4 | Form of Global Security for the 4.610% Fixed-to-Floating Rate Senior Notes due 2023 (included in Exhibit 4.3). |
| 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 April 6, 2018 and March 29, 2019, 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: April 2, 2019 | By: | /s/ Karen Rowe | ||||
| Name: Karen Rowe | ||||||
| Title: Assistant Company 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 | 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). | |
| 4.3 | Fourth 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 April 2, 2019 (incorporated by reference to the Current Report on Form 6-K, dated April 2, 2019 (Film No. 19724017), filed by the Registrant with the Securities and Exchange Commission on April 2, 2019). | |
| 4.4 | Form of Global Security for the 4.610% Fixed-to-Floating Rate Senior Notes due 2023 (included in Exhibit 4.3). | |
| 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 April 6, 2018 and March 29, 2019, respectively). | |