SEC no-action letter: Barclays PLC exemptive relief from Rule 102 of Regulation M

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON. D.C. 20549
DIVISION OF
MARKET REGULATION August 7,2007
Sullivan& Cromwell LLP
One New Fetter Lane
London EC4A IAN, England
Re: Barclays PLC: Exemptive Relief from Rule 102 of Regulation M File No. TP 07-83 Dear Mr. White:
In your letter dated August 6,2007, as supplemented by conversations with the staff, you request on behalf of Barclays PLC, a public limited company organized under the laws of England ("'Barclays"), an exemption from Rule 102 of Regulation M under the Securities Exchange Act of 1934 ("'Exchange Act") in connection with the exchange offer ("Offer") being conducted by Barclays to acquire all of the outstanding shares of ABN AMRO Molding W,a public limited liability company incorporated in The Netherlands ("ABN AMRO'). You seek an exemption to permit certain Barclays affiliates to conduct specified transactions outside the United States in Barclays Shares during the distribution of Barclays Shares to the shareholders of ABN AMRO. Specifically, you request that: (i) the Derivatives Market Making Units and Hedging Units be permitted to continue to engage in derivatives market making and hedging activities as described in your letter; (ii) the Asset Managers be permitted to continue to engage in asset management activities as described in your letter; (iii) the Trustees and Personal Representatives be permitted to continue to engage in trust and estate activities as described in your letter; (iv) the Brokerage Units be permitted to continue to engage in unsolicited brokerage activities as described in your letter; (v) the Stock Borrowing and Lending Units and the Collateral￾Taking Units be permitted to continue to engage in stock borrowing, stock lending, and collateral-talung activities as described in your letter; (vi) the Banking Units be permitted to continue to engage in banking activities as described in your letter; and (vii) the Employee Plan Trustees be permitted to continue to engage in employee plan activities as described in your letter. You also seek an exemption to permit certain Barclays affiliates to conduct specified transactions in the United States in Barclays Shares during the distribution of Barclays Shares to the shareholders of ABN MRO. Specifically, you request that: (i) certain Asset Managers be permitted to continue to engage in asset management activities as described in your letter; (ii) certain Brokerage Units be permitted to continue to engage