In the Matter of Barclays PLC et al.

Admin. Proc. File No. 3-21181

On September 29, 2022, the Commission instituted and simultaneously settled cease–and-desist proceedings (the “Order”) against Barclays PLC (“BPLC”) and Barclays Bank PLC (“BBPLC”) (collectively, the “Respondents”). In the Order, the Commission found that BBPLC failed to devise and maintain internal controls concerning the real-time tracking of securities it offered or sold pursuant to its shelf registration statement it filed with the Commission on June 14, 2019. As a result of this failure, BBPLC offered and sold an unprecedented amount of securities—cumulatively totaling approximately $17.7 billion—in excess of what it had registered with the Commission (the “Securities”), in violation of Sections 5(a) and (c) of the Securities Act. As a result of the over-issuances and internal control failures, issuer BPLC and wholly-owned subsidiary, BBPLC, restated their year-end 2021 audited financial statements filed with the Commission. The Commission ordered the Respondents to pay a $200,000,000.00 civil money penalty to the Commission. See the Commission’s Order: Release No. 33-11110.

On March 30, 2023, the Commission created a Fair Fund, pursuant to Section 308(a) of the Sarbanes-Oxley Act of 2002, so the penalty paid can be distributed to harmed investors (the “Fair Fund”). See the Commission’s Order: Release No. 34-97221.

The Fair Fund includes the $200,000,000.00 paid by the Respondents. The Fair Fund and has been deposited in an interest-bearing account at the U.S. Department of the Treasury, and any interest accrued will be added to the Fair Fund.

On July 11, 2023, the Commission issued an order appointing Heffler, Radetich & Saitta, LLP, as the Tax Administrator of the Fair Fund. See the Commission’s Order: Release No. 34-97874.

On November 13, 2023, the Commission issued an order appointing KCC Class Action Services, LLC, as the Fund Administrator to oversee the administration and distribution of the Fair Fund and, set the administrator’s bond amount. The Commission further authorized the Commission staff to approve and pay the Fund Administrator’s invoices from the Fair Fund. See the Commission’s Order: Release No. 34-98918

On January 22, 2025, the Commission published a notice of the proposed plan of distribution and opportunity for comment and simultaneously published the proposed plan of distribution (“Proposed Plan”). The notice provides the public with 30 days to submit their comments on the Proposed Plan. See the Commission’s Notice: Release No. 34-102254and the Proposed Plan.

The Proposed Plan provides for the distribution of the Net Available Fair Fund (as defined in the Proposed Plan) to investors who purchased or acquired Barclays American Depository Receipts traded on the New York Stock Exchange under the symbol BCS and Barclays ordinary shares traded on the London Stock Exchange under the symbol BARC between June 26, 2019, and March 27, 2022, both dates inclusive, and suffered a loss as calculated in accordance with the Plan of Allocation attached as Exhibit A to the Proposed Plan.

Comments were received on the Proposed Plan during the 30-day comment period. On April 24, 2025, the Commission issued an order extending the time to enter an order approving or disapproving the plan of distribution to June 30, 2025 to allow for further evaluation and analysis to properly address the comments. See the Commission’s Order: Release No. 34-102926.

For more information, please contact the Commission:

Office of Distributions
Email: ENFOfficeofDistributions@sec.gov