SEC Division of Corporation Finance no-action letter: Barclays PLC

SULLIVAN 8t CROMWELL LLP A LIMITED LIABILITY PARTNERSHIP 'I'ELEPHONE: +44 (0)20-7959-8900 FACSIMILE: +44 (0)20-7959-8950 WWW.SULLCROM.COM @'l'W JVew gT~ ~ ~ rffflld ~~ 0~ FRANKFURT • PARIS LOS ANGELES • NEW YORK • PALO ALTO • WASHINGTON, D.C. BEIJING • HONG KONG • TOKYO MELBOURNE • SYDNEY May 20,2015 BY ELECTRONIC MAIL AND FEDERAL EXPRESS Mary J. Kosterlitz, Esq. Chief, Office of Enforcement Liaison Division of Corporation Finance U.S. Securities and Exchange Commission 100 F Street, N. E. Washington, DC 20549 Re: U.S. v. Barclays PLC. Dear Ms. Kosterlitz:
This letter is submitted on behalf of Barclays PLC ("Barclays") to request that the Securities and Exchange Commission (the "Commission") determine that, for good cause shown, Barclays should not be considered an "ineligible issuer" as defined in Rule 405 under the Securities Act of 1933, as amended (the "Securities Act") as a result of the plea agreement (the "Plea Agreement") entered into by Barclays, which is described below. Barclays expects to enter a guilty plea in the U.S. District Court for the District of Connecticut (the "Connecticut District Court") in relation to the conviction ofBarclays pursuant to the Plea Agreement (the "Plea Entry"), and the Connecticut District Court will enter the final judgment in respect ofthe Plea Entry in due course. The terms ofthe final judgment are expected to require the same penalties and remedies as those set forth in the Plea Agreement. Barclays requests that this determination be effective on the date of the Plea Entry. Barclays is the ultimate holding company of Barclays and its subsidiaries (collectively, the "Barclays Group"), whose principal activities are in financial services. The Barclays Group is engaged in personal banking, credit cards, corporate and investment banking, and wealth and investment management with an extensive international presence in Europe, the Americas, Africa and Asia. Sullivan & Cromwell LLP carries on business in England and Wales through Sullivan & Cromwell MNP LLP, a registered limited liability partnership established under the laws of the State of New York. The personal liability of our partners is lim~ed to the extent provided in such laws. Additional information is available on request or at www.sullcrom.com. Sullivan & Cromwell MNP LLP is authorized and regulated by the Solicitors Regulation Authority (Number 00308712). A list of the partners' names and professional qualifications is available for inspection at 1 New Fetter Lane, London EC4A 1 AN. All partners are e~er registered foreign lawyers or solic~ors.