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

SULLIVAN 8t CROMWELL LLP
A LIMITED LIABILITY PARTNERSHIP
TELEPHONE: +44 (0)20 7959 8900
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<!fi'/id1~ $~ FRANKFURT • PARIS LOS ANGELES • NEW YORK • PALO ALTO • WASHINGTON, D.C. BEIJING • HONG KONQ • TOKYO MELBOURNE • SYDNEY January 27,2016 BY ELECTRONIC MAIL AND FEDERAL EXPRESS Eun Ah Choi Division of Corporation Finance U.S. Securities and Exchange Commission 1 00 F Street, N. E. Washington, DC 20549 Re: In the Matter of Barclays PLC, Barclays Bank PLC and Barclays Capital Inc. Dear Ms. Choi: This letter is submitted on behalf of Barclays PLC and Barclays Bank PLC ("Barclays Bank" and, together with Barclays PLC, "Barclays") to request that the Securities and Exchange Commission (the "Commission") determine that, for good cause shown, Barclays PLC and Barclays Bank should not be considered "ineligible issuers" as defined in Rule 405 under the Securities Act of 1933, as amended (the "Securities Act") as a result of a cease-and-desist order pursuant to Section 8A ofthe Securities Act and Sections 15(b) and 21 C of the Securities Exchange Act of 1934, as amended (the "Exchange Act") to be entered against Barclays Capital Inc. ("BCI"), a broker-dealer subsidiary ofBarclays (the "Order"), which is described below. Barclays PLC is the ultimate holding company of Barclays Bank and its subsidiaries (collectively, the "Barclays Group"), whose principal activities are in financial services. Barclays Bank is the main operating company ofthe Barclays Group. 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. The whole of the issued ordinary share capital of Barclays Bank is beneficially owned by Barclays PLC, which is the ultimate holding company ofthe Barclays Group. BCI is a wholly-owned indirect Sullivan & Cromwell LLP carries on business in England and Wales through Sullivan & Cromwell MNP LLP, a registered limited liability partnership established under the Jaws of the State of New York.