As filed with the U.S. Securities and Exchange Commission on December 7, 2021
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM F-6
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
For Depositary Shares Evidenced by American Depositary Receipts
Barclays PLC
(Exact name of issuer of deposited securities as specified in its charter)
Not applicable
(Translation of issuer’s name into English)
England
(Jurisdiction of incorporation or organization of issuer)
JPMORGAN CHASE BANK, N.A.
(Exact name of depositary as specified in its charter)
383 Madison Avenue, Floor 11, New York, New York 10179
Telephone: +1-800- 990-1135
(Address, including zip code, and telephone number, including area code, of depositary’s principal executive offices)
Barclays Bank PLC
745 Seventh Avenue
New York, New York 10019
United States of America
Telephone: +1-212-526-7000
(Address, including zip code, and telephone number, including area code, of agent for service)
Copies to:
JPMorgan Chase Bank, N.A.
383 Madison Avenue, Floor 11 New York, New York 10179 Telephone: +1-800-990-1135 | Scott R. Saks, Esq. Norton Rose Fulbright US LLP 1301 Avenue of the Americas New York, New York 10019-6022 Telephone: +1-212-318-3151 |
It is proposed that this filing become effective under Rule 466
| | ☐ immediately upon filing ☐ on (Date) at (Time) | |
If a separate registration statement has been filed to register the deposited shares, check the following box. ☒
CALCULATION OF REGISTRATION FEE
Title of each class of Securities to be registered | Amount to be registered | Proposed maximum aggregate price per unit (1) | Proposed maximum aggregate offering price (2) | Amount of registration fee |
| American Depositary Shares evidenced by American Depositary Receipts, each American Depositary Share representing four (4) ordinary shares of Barclays PLC | 200,000,000 American Depositary Shares | $0.05 | $10,000,000 | $927.00 |
| (1) | Each unit represents one American Depositary Share. |
| (2) | Estimated solely for the purpose of calculating the registration fee. Pursuant to Rule 457(k), such estimate is computed on the basis of the maximum aggregate fees or charges to be imposed in connection with the issuance of American Depositary Receipts evidencing American Depositary Shares. |
Pursuant to Rule 429, the Prospectus contained herein also relates to American Depositary Shares registered under Form F-6 Registration Statement No. 333-190612. This Registration Statement also constitutes Post-Effective Amendment No. 3 to Registration Statement No. 333-190612.
The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the Registration Statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.
PART I
INFORMATION REQUIRED IN PROSPECTUS
The Prospectus consists of the proposed form of American Depositary Receipt (“ADR” or “American Depositary Receipt”) included as Exhibit A to the form of Amendment No. 4 to the Second Amended and Restated Deposit Agreement filed as Exhibit (a)(5) to this Registration Statement on Form F-6, and which is incorporated herein by reference.
Item 1. DESCRIPTION OF SECURITIES TO BE REGISTERED
CROSS REFERENCE SHEET
Item Number and Caption | | Location in Form of American Depositary
Receipt Filed Herewith as Prospectus |
| | | |
| (1) | Name and address of Depositary | | Introductory Article |
| (2) | Title of American Depositary Receipts and identity of deposited securities | | Face of American Depositary Receipt, top center |
| | Terms of Deposit: | | |
| | (i) | Amount of deposited securities represented by one unit of American Depositary Shares | | Face of American Depositary Receipt, upper left corner |
| | (ii) | Procedure for voting, if any, the deposited securities | | Articles 15, 16 and 18 |
| | (iii) | Collection and distribution of dividends | | Articles 4, 12, 13, 15 and 18 |
| | (iv) | Transmission of notices, reports and proxy soliciting material | | Articles 11, 15, 16 and 18 |
| | (v) | Sale or exercise of rights | | Articles 13, 14, 15 and 18 |
| | (vi) | Deposit or sale of securities resulting from dividends, splits or plans of reorganization | | Articles 12, 13, 15, 17 and 18 |
| | (vii) | Amendment, extension or termination of the Deposit Agreement | | Articles 20 and 21 |
| | (viii) | Rights of holders of ADRs to inspect the transfer books of the Depositary and the list of Holders of ADRs | | Article 11 |
| | (ix) | Restrictions upon the right to deposit or withdraw the underlying securities | | Articles 2, 3, 4, 5, 6 and 22 |
| | (x) | Limitation upon the liability of the Depositary | | Articles 14, 18, 19 and 21 |
| (3) | Fees and Charges | | Article 7 |
Item 2. AVAILABLE INFORMATION
Item Number and Caption | | Location in Form of American Depositary Receipt Filed Herewith as Prospectus |
| | | |
| Barclays PLC is subject to the periodic reporting requirements of the Securities Exchange Act of 1934, as amended, and, accordingly files certain reports with the Securities and Exchange Commission (the “Commission”). These reports can be inspected and retrieved by holders of American Depositary Receipts through the EDGAR system on the Commission’s internet website at www.sec.gov, and can be inspected and copied at public reference facilities maintained by the Commission, currently located at 100 F Street, N.E., Washington, D.C. 20549. | | Article 11 |
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 3. EXHIBITS
| (a)(1) | Deposit Agreement. Second Amended and Restated Deposit Agreement, dated as of August 11, 2008 (the “Deposit Agreement”), among Barclays PLC (the “Company”), JPMorgan Chase Bank, N.A., as depositary (the “Depositary”), and all Holders from time to time of American Depositary Receipts (“ADRs”) issued thereunder. Filed herewith as Exhibit (a)(1). |
| (a)(2) | Amendment No. 1 to the Deposit Agreement. Amendment No. 1 to the Deposit Agreement, dated as of August 14, 2013, among the Company, the Depositary and all Holders from time to time of ADRs issued thereunder. Filed herewith as Exhibit (a)(2). |
| (a)(3) | Amendment No. 2 to the Deposit Agreement. Amendment No. 2 to the Deposit Agreement, dated as of April 7, 2014, among the Company, the Depositary and all Holders from time to time of ADRs issued thereunder. Filed herewith as Exhibit (a)(3). |
| (a)(4) | Amendment No. 3 to the Deposit Agreement. Amendment No. 3 to the Deposit Agreement, dated as of March 13, 2018, among the Company, the Depositary and all Holders from time to time of ADRs issued thereunder. Filed herewith as Exhibit (a)(4). |
| (a)(5) | Form of Amendment No. 4 to the Deposit Agreement. Form of Amendment No. 4 to the Deposit Agreement among the Company, the Depositary and all Holders from time to time of ADRs issued thereunder, including the Form of ADR attached as Exhibit A thereto. Filed herewith as Exhibit (a)(5). |
| (b) | Any other agreement to which the Depositary is a party relating to the issuance of the American Depositary Shares registered hereunder or the custody of the deposited securities represented thereby. Not Applicable. |
| (c) | Every material contract relating to the deposited securities between the Depositary and the issuer of the deposited securities in effect at any time within the last three years. Not Applicable. |
| (d) | Opinion of Norton Rose Fulbright US LLP, counsel to the Depositary, as to the legality of the securities being registered. Filed herewith as Exhibit (d). |
| (e) | Certification under Rule 466. Not applicable. |
| (f)(1) | Power of Attorney of Certain Officers and Directors of the Company. Filed herewith as Exhibit (f)(1). |
| (f)(2) | Power of Attorney of the Principal Executive Officer of the Company. Filed herewith as Exhibit (f)(2). |
| (f)(3) | Power of Attorney of Authorized U.S. Representative of the Company. Filed herewith as Exhibit (f)(3). |
Item 4. UNDERTAKINGS
| (a) | The Depositary hereby undertakes to make available at the principal office of the Depositary in the United States, for inspection by holders of the American Depositary Receipts, any reports and communications received from the issuer of the deposited securities which are both (1) received by the Depositary as the holder of the deposited securities, and (2) made generally available to the holders of the underlying securities by the issuer. |
| | | |
| (b) | If the amounts of fees charged are not disclosed in the prospectus, the Depositary undertakes to prepare a separate document stating the amount of any fee charged and describing the service for which it is charged and to deliver promptly a copy of such fee schedule without charge to anyone upon request. The Depositary undertakes to notify each registered holder of an American Depositary Receipt thirty days before any change in the fee schedule. |
SIGNATURE
Pursuant to the requirements of the Securities Act of 1933, as amended, JPMorgan Chase Bank, N.A. on behalf of the legal entity created by the Deposit Agreement among Barclays PLC, JPMorgan Chase Bank, N.A., as depositary, and all Holders from time to time of American Depositary Receipts (“ADRs”) issued thereunder, certifies that it has reasonable grounds to believe that all the requirements for filing on Form F-6 are met and has duly caused this Registration Statement on Form F-6 to be signed on its behalf by the undersigned, thereunto duly authorized, in The City of New York, State of New York, on December 7, 2021.
| | Legal entity created by the Deposit Agreement for the issuance of ADRs evidencing American Depositary Shares |
| | | |
| | By: | JPMORGAN CHASE BANK, N.A., as Depositary |
| | | |
| | | By: | /s/ Timothy E. Green |
| | | | Name: Timothy E. Green |
| | | | Title: Vice President |
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, Barclays PLC certifies that it has reasonable grounds to believe that all the requirements for filing on Form F-6 are met and has duly caused this Registration Statement on Form F-6 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of London, United Kingdom, on December 7, 2021.
| | Barclays PLC |
| | | |
| | By: | /s/ Garth Wright |
| | | Name: Garth Wright |
| | | Title: Assistant Secretary |
Under the requirements of the Securities Act, as amended, this Registration Statement on Form F-6 has been signed by the following persons on December 7, 2021, in the capacities indicated.
SIGNATURES
| Signature: | | Title: |
| | | �� |
| * | | Group Chairman |
| Nigel Higgins | | |
| | | |
| * | | Group Chief Executive (Principal Executive Officer) and Executive Director |
| C.S. Venkatakrishnan | | |
| | | |
| * | | Group Finance Director (Principal Financing Officer and Principal Accounting Officer) and Executive Director |
| Tushar Morzaria | |
| | | |
| * | | Non-executive Director |
| Michael Ashley | | |
| | | |
| * | | Non-executive Director |
| Timothy Breedon CBE | | |
| | | |
| * | | Non-executive Director |
| Julia Wilson | | |
| | | Non-executive Director |
| Mary Francis CBE | | |
| | | |
| * | | Senior Independent Director |
| Crawford Gillies | | |
| | | |
| | | Non-executive Director |
| Dawn Fitzpatrick | | |
| | | |
| * | | Non-executive Director |
| Mohamed A. El-Erian | | |
| | | |
| | | Non-executive Director |
| Diane Schueneman | | |
| | | |
| | | Non-executive Director |
| Dr. Brian Gilvary | | |
| | | |
| * | | Authorized U.S. Representative of the Company |
| Jennifer Fitzgibbon | | |
| *By: | /s/ Garth Wright | |
| | Name: Garth Wright | |
| | Title: Attorney-in Fact | |
INDEX TO EXHIBITS
| Exhibit Number | | |
| (a)(1) | | Second Amended and Restated Deposit Agreement, dated as of August 11, 2008 (the “Deposit Agreement”), among Barclays PLC (the “Company”), JPMorgan Chase Bank, N.A., as depositary (the “Depositary”), and all Holders from time to time of American Depositary Receipts (“ADRs”) issued thereunder. |
| (a)(2) | | Amendment No. 1 to the Deposit Agreement, dated as of August 14, 2013, among the Company, the Depositary and all Holders from time to time of ADRs issued thereunder. |
| (a)(3) | | Amendment No. 2 to the Deposit Agreement, dated as of April 7, 2014, among the Company, the Depositary and all Holders from time to time of ADRs issued thereunder. |
| (a)(4) | | Amendment No. 3 to the Deposit Agreement, dated as of March 13, 2018, among the Company, the Depositary and all Holders from time to time of ADRs issued thereunder. |
| (a)(5) | | Form of Amendment No. 4 to the Deposit Agreement among the Company, the Depositary and all Holders from time to time of ADRs issued thereunder, including the Form of ADR attached as Exhibit A thereto. |
| (d) | | Opinion of Norton Rose Fulbright US LLP, counsel to the Depositary, as to the legality of the securities being registered. |
| (f)(1) | | Power of Attorney of Certain Officers and Directors of the Company. |
| (f)(2) | | Power of Attorney of the Principal Executive Officer of the Company. |
| (f)(3) | | Power of Attorney of Authorized U.S. Representative of the Company. |
