AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION
ON SEPTEMBER 8, 2005 REGISTRATION NO. 333--
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM F-1
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
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GRACECHURCH CARD FUNDING (NO. 9) GRACECHURCH RECEIVABLES TRUSTEE BARCLAYCARD FUNDING PLC
PLC LIMITED
(Exact Name of Registrants as specified in their charters)
ENGLAND AND WALES JERSEY, CHANNEL ISLANDS ENGLAND AND WALES
(State or other jurisdiction of incorporation or organisation)
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1 Churchill Place, 26 New Street, St. Helier, 1 Churchill Place,
London E14 5HP Jersey JE2 3RA London E14 5HP
United Kingdom 44-1534-814814 United Kingdom
44-(0)20-7699-5000 44-(0)20-7699-5000
(Address, including zip code, and telephone number, including area code of
principal executive offices of Registrants.)
6189 NONE
(Primary Standard Industrial Classification Code Number) (I.R.S. Employer Identification Number)
OFFICE OF THE GENERAL COUNSEL
BARCLAYS CAPITAL INC.
200 PARK AVENUE
NEW YORK,
NEW YORK 10166
(212) 412-4000
(Name, address, including zip code, and telephone number, including area code,
of agent for service)
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COPIES TO:
MICHAEL BRADY ROBERT TREFNY
WEIL, GOTSHAL & MANGES LLP CLIFFORD CHANCE LLP
ONE SOUTH PLACE 10 UPPER BANK STREET
LONDON EC2M 2WG LONDON E14 5JJ
UNITED KINGDOM UNITED KINGDOM
44-(0)20-7903-1000 44-(0)20-7006-1000
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Approximate date of commencement of proposed sale to the public: AS SOON AS
PRACTICABLE AFTER THE EFFECTIVE DATE OF THIS REGISTRATION STATEMENT.
If any of the securities being registered on this Form are to be offered on a
delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, check the following box.
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, check the following box and
list the Securities Act registration statement number of the earlier effective
registration statement for the same offering. {crossed box} Registration
No. 333-127484
If this Form is a post-effective amendment filed pursuant to Rule 462(c) under
the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. {open box}
If this Form is a post-effective amendment filed pursuant to Rule 462(d) under
the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. {open box}
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. {open box}
CALCULATION OF REGISTRATION FEE
Proposed
Proposed maximum
Amount to be maximum offering aggregate Amount of
Title of each class of securities to be registered registered(1) price per unit(2) offering price(1) registration fee
- -------------------------------------------------- ------------ ---------------- -------------- ----------------
Floating Rate Asset-Backed Notes Class A $225,000,000 100% $225,000,000 $26,482.50
Floating Rate Asset-Backed Notes Class B $12,500,000 100% $12,500,000 $1,471.25
Floating Rate Asset-Backed Notes Class C $12,500,000 100% $12,500,000 $1,471.25
Medium Term Note Certificate (3)
Investor Certificate (3)
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(1) Includes an indeterminate amount of securities that are to be offered or
sold in connection with market-making activities by Barclays Capital Inc.,
an affiliate of the transferor and servicer.
(2) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457 under the Securities Act.
(3) Gracechurch Receivables Trustee Limited is the registrant for the Investor
Certificate, Barclaycard Funding PLC is the registrant for the Medium Term
Note Certificate and Gracechurch Card Funding (No. 9) PLC is the registrant
for the Class A Notes, the Class B Notes and the Class C Notes. The
Investor Certificate and the Medium Term Note Certificate are being issued
to Barclaycard Funding PLC and Gracechurch Card Funding (No. 9) PLC,
respectively, and will be the primary sources of payments on the Class A
Notes, the Class B Notes and the Class C Notes. The Medium Term Note
Certificate and the Investor Certificate are not being offered directly to
investors.
THIS REGISTRATION STATEMENT SHALL BECOME EFFECTIVE UPON FILING WITH THE
SECURITIES AND EXCHANGE COMMISSION IN ACCORDANCE WITH RULE 462(B) UNDER THE
SECURITIES ACT OF 1933.
EXPLANATORY NOTE
This registration statement is being filed pursuant to Rule 462(b) promulgated
under the Securities Act of 1933, as amended. The contents of the Registration
Statement on Form F-1 (Registration No. 333-127484) filed by Gracechurch Card
Funding (No. 9) PLC, Gracechurch Receiveables Trustee Limited and Barclaycard
Funding PLC with the Securities and Exchange Commission, which was declared
effective by the Commission on September 7, 2005, are incorporated by reference
into, and shall be deemed part of, this registration statement.
II -- 1
ITEM 8.EXHIBITS
5.1 Opinion of Clifford Chance Limited Liability Partnership with respect to
validity.
8.1 Opinion of Clifford Chance US LLP with respect to U.S. tax matters.
8.2 Opinion of Clifford Chance Limited Liability Partnership with respect to
U.K. tax matters.
23.1 Consent of Clifford Chance Limited Liability Partnership and Clifford
Chance US LLP (included in Exhibit 5.1, 8.1 and 8.2).
23.2 Consent of PricewaterhouseCoopers LLP.
II -- 2
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, Gracechurch Card
Funding (No. 9) PLC, a Registrant, certifies that it has reasonable grounds to
believe that it meets all of the requirements for filing on Form F-1 and has
duly caused the Registration Statement to be signed on its behalf by the
undersigned, thereto duly authorised, in the City of London, England, on
September 8, 2005.
GRACECHURCH CARD FUNDING (NO. 9) PLC
As Issuer of the Notes
By: /s/ Paul Gerard Turner
.................................
Name: Paul Gerard Turner
Title: Director
As required by the Securities Act of 1933, this Amendment No. 1 to the
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
SIGNATURE TITLE
/s/ Paul Gerard Turner
.................................... Director (Principal Executive Officer, Principal
Paul Gerard Turner Financial Officer and Principal Accounting
Officer)
/s/ Jonathan Keighley
....................................
Jonathan Keighley Director
As the duly authorised signatory of
SFM Directors Limited
/s/ J-P Nowacki
....................................
J-P Nowacki Director
As the duly authorised signatory of
SFM Directors (No. 2) Limited
AUTHORIZED REPRESENTATIVE
/s/ Giuseppe Pagano
.................................
Giuseppe Pagano
As the duly authorized
representative of
Gracechurch Card Funding (No. 9)
PLC in the United States
Date: September 8, 2005
II -- 3
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, Barclaycard Funding
PLC a Registrant, certifies that it has reasonable grounds to believe that it
meets all of the requirements for filing on Form F-1 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereto
duly authorised, in the City of London, England, on September 8, 2005.
BARCLAYCARD FUNDING PLC
As Issuer of the Medium Term Note
By: /s/ Paul Gerard Turner
...............................
Name: Paul Gerard Turner
Title: Director
As required by the Securities Act of 1933, this Amendment No. 1 to the
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
SIGNATURE TITLE
/s/ Paul Gerard Turner
.................................... Director (Principal Executive Officer, Principal
Paul Gerard Turner Financial Officer and Principal Accounting
Officer)
/s/ Jonathan Keighley
.................................... Director
Jonathan Keighley
As the duly authorised signatory of
SFM Directors Limited
AUTHORIZED REPRESENTATIVE
/s/ Giuseppe Pagano
........................
Giuseppe Pagano
As the duly authorized
representative of
Barclaycard Funding PLC
in the United States
Date: September 8, 2005
II -- 4
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, Gracechurch
Receivables Trustee Limited a Registrant, certifies that it has reasonable
grounds to believe that it meets all of the requirements for filing on Form F-1
and has duly caused this Registration Statement to be signed on its behalf by
the undersigned, thereto duly authorised, in the City of London, England, on
September 8, 2005.
GRACECHURCH RECEIVABLES TRUSTEE LIMITED
On behalf of the receivables trust
By: /s/ Paul Gerard Turner
.....................................
Name: Paul Gerard Turner
Title: Director
As required by the Securities Act of 1933, this Amendment No. 1 to the
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
SIGNATURE TITLE
/s/ Paul Gerard Turner
........................ Director (Principal Executive Officer, Principal
Paul Gerard Turner Financial Officer and Principal Accounting
Officer)
/s/ Shane Hollywood
........................ Director
Shane Hollywood
/s/ Richard Gerwat
........................ Director
Richard Gerwat
AUTHORIZED REPRESENTATIVE
/s/ Giuseppe Pagano
..............................
Giuseppe Pagano
As the duly authorized
representative of Gracechurch
Receivables Trustee Limited
in the United States
Date: September 8, 2005
II -- 5