Securities Registration (section 12(b)) (8-a12b)
27 Juin 2023 - 11:17PM
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 |
(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 |
(Address of Principal Executive Office) |
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(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. 333-253693
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 |
7.119% Fixed-to-Floating Rate Subordinated Callable Notes due 2034 |
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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 March 1, 2021 (the Prospectus) and a prospectus supplement dated June 20, 2023 (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. 333-253693), which became effective on March 1, 2021.
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 $1,500,000,000 aggregate principal amount of
7.119% Fixed-to-Floating Rate Subordinated Callable Notes due 2034 (the Securities) to be issued by the Registrant. Reference is made to the information set
forth (i) under the headings Description of Debt Securities and Tax Considerations U.S. Taxation of Debt Securities in the Prospectus and (ii) under the headings Description of Subordinated 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 |
Dated Subordinated Debt Securities Indenture, between the Registrant and The Bank of New York Mellon, London
Branch, as Trustee, dated as of May 9, 2017 (incorporated by reference to the Current Report on Form 6-K, dated May 9, 2017 (Film No. 17826053), filed by the Registrant with the Securities and
Exchange Commission on May 9, 2017). |
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4.2 |
Second Supplemental Indenture to the Dated Subordinated 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 Dated Subordinated Debt Security Registrar, dated as of September 23, 2020 (incorporated by reference to the Current Report on Form 6-K, dated September 23, 2020 (Film No. 201191723), filed by the Registrant with the Securities and Exchange Commission on September 23, 2020). |
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4.3 |
Third Supplemental Indenture to the Dated Subordinated 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 Dated Subordinated Debt Security Registrar, dated as of March 1, 2021 (incorporated by reference to Exhibit 4.6 of the
registrants Form F-3, dated March 1, 2021 (Film No. 21697198), filed by the Registrant with the Securities and Exchange Commission on March 1, 2021). |
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4.4 |
Fifth Supplemental Indenture to the Dated Subordinated 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 Dated Subordinated Debt Security Registrar, dated as of June 27, 2023 (incorporated by reference to the Current Report on Form 6-K, dated June 27, 2023 (Film No. 231047645), filed by the Registrant with the Securities and Exchange Commission on June 27, 2023). |
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4.5 |
Form of Global Security for the 7.119%
Fixed-to-Floating Rate Subordinated Callable Notes due 2034 (included in Exhibit 4.4). |
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99.1 |
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. 333-253693) and Rule 424(b) filed with the Commission on March 1, 2021 and
June 22, 2023, 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.
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BARCLAYS PLC (Registrant) |
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Date: June 27, 2023 |
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By: |
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/s/ Garth Wright |
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Name: Garth Wright |
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Title: Assistant Secretary |
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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Dated Subordinated Debt Securities Indenture, between the Registrant and The Bank of New York Mellon, London Branch, as Trustee, dated as of May 9, 2017 (incorporated by reference to the Current Report on Form 6-K, dated May 9, 2017 (Film No. 17826053), filed by the Registrant with the Securities and Exchange Commission on May 9, 2017). |
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4.2 |
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Second Supplemental Indenture to the Dated Subordinated 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 Dated
Subordinated Debt Security Registrar, dated as of September 23, 2020 (incorporated by reference to the Current Report on Form 6-K, dated September 23, 2020 (Film No. 201191723), filed by the
Registrant with the Securities and Exchange Commission on September 23, 2020). |
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4.3 |
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Third Supplemental Indenture to the Dated Subordinated 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 Dated
Subordinated Debt Security Registrar, dated as of March 1, 2021 (incorporated by reference to Exhibit 4.6 of the registrants Form F-3, dated March 1, 2021 (Film No. 21697198), filed by the
Registrant with the Securities and Exchange Commission on March 1, 2021). |
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4.4 |
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Fifth Supplemental Indenture to the Dated Subordinated 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 Dated
Subordinated Debt Security Registrar, dated as of June 27, 2023 (incorporated by reference to the Current Report on Form 6-K, dated June 27, 2023 (Film No. 231047645), filed by the Registrant with
the Securities and Exchange Commission on June 27, 2023). |
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4.5 |
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Form of Global Security for the 7.119% Fixed-to-Floating Rate Subordinated Callable Notes due 2034 (included in Exhibit 4.4). |
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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. 333-253693) and Rule 424(b) filed with the Commission on March 1, 2021 and June 22, 2023, respectively). |
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