UNITED STATES OF AMERICA
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UNITED STATES OF AMERICA
Before the
SECURITIES AND EXCHANGE COMMISSION
ADMINISTRATIVE PROCEEDING
File No. 3-21181
In the Matter of
Barclays PLC and Barclays Bank
PLC,
Respondents.
I.
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PROPOSED PLAN OF
DISTRIBUTION
OVERVIEW
1.
The Division of Enforcement submits this Proposed Plan of Distribution (the
“Plan”) to the United States Securities and Exchange Commission (the “Commission”) pursuant
to Rule 1101 of the Commission’s Rules on Fair Fund and Disgorgement Plans (the
“Commission’s Rules”), 17 C.F.R. § 201.1101. This Plan provides for the distribution of a Fair
Fund (the “Fair Fund”), comprised of civil money penalties paid by Barclays PLC (“Barclays”)
and Barclays Bank PLC (“Barclays Bank”) (collectively, the “Respondents”) in the abovecaptioned matter.1
2.
As described more specifically below, the Plan seeks to compensate investors for
their losses on shares of Barclays American Depository Receipts (“ADRs”) and Barclays
ordinary shares2 purchased or acquired between June 26, 2019, and March 27, 2022, both dates
inclusive, (the “Relevant Period”) due to the misconduct of the Respondents described in the
Order. The Fair Fund will be allocated to harmed investors in two stages: first to investors who
suffered Recognized Losses on Barclays ADRs, and then, from any remaining funds to investors
who suffered Recognized Losses on Barclays ordinary shares, due to Barclays’ violations. In the
view of the Commission staff, this methodology constitutes a fair and reasonable allocation of
the Fair Fund.
3.
The Commission has custody of the Fair Fund and shall retain control of the
assets of the Fair Fund. The Plan is subject to approval by the Commission, and the Commission
retains jurisdiction over its implementation.
1
See Order Instituting Cease-and-Desist Proceedings Pursuant to Section 8A of the Securities Act of 1933 and
Section 21C of the Securities Exchange Act of 1934, Making Findings, and Imposing a Cease-and-Desist Order,
Securities Act Rel. No. 11110 (Sept. 29, 2022) (the “Order”).
2
Barclays has registered the common shares underlying its ADRs, which trade on the New York Stock Exchange
(“NYSE”) under the symbol BCS, with the Commission. Barclays ordinary shares trade on the London Stock
Exchange (“LSE”) under the symbol BARC.
II.
BACKGROUND
4.
On September 29, 2022, the Commission issued the Order instituting and
simultaneously settling cease-and-desist proceedings against the Respondents. In the Order, the
Commission found that that Barclays Bank failed to put into place any internal control around
the real-time tracking of securities being offered or sold from its shelf registration statement filed
with the Commission. As a result of this failure, between June 26, 2019, and March 9, 2022,
Barclays Bank offered and sold an unprecedented amount of securities—cumulatively totaling
approximately $17.7 billion—in excess of what it had registered with the Commission, in
violation of Sections 5(a) and 5(c) of the Securities Act. In connection with the over-issuances
and internal control failure, Barclays and Barclays Bank restated their year-end 2021 audited
financial statements filed with the Commission.
5.
The Commission ordered the Respondents to pay a $200,000,000 civil penalty to
the Commission. The Commission ordered the funds paid pursuant to the Order be held in an
account at the United States Treasury pending a decision whether the Commission, in its
discretion, would seek to distribute the funds.
6.
On March 30, 2023, the Commission issued an order3 that created the Fair Fund,
pursuant to Section 308(a) of the Sarbanes-Oxley Act of 2002, so the penalty paid can be
distributed to harmed investors.
7.
The Respondents have paid in full. The Fair Fund has been deposited in a
Commission-designated account at the United States Department of the Treasury, and any
accrued interest will be added to the Fair Fund.
III.
DEFINITIONS
As used in this Plan, the following definitions will apply:
8.
“Administrative Costs” shall mean any administrative costs and expenses,
including without limitation the fees and expenses of the Tax Administrator and the Fund
Administrator, tax obligations, bond premium expenses, and investment and banking costs.
9.
“Claim Form” means the form designed by the Fund Administrator, in
consultation with the Commission staff, for the filing of claims in accordance with this Plan.
The Claim Form will require, at a minimum, sufficient documentation reflecting any Preliminary
Claimant’s purchases and dispositions of the Securities during the Relevant Period such that
eligibility under the Plan can be determined, tax identification and other related information from
the Preliminary Claimant as determined necessary by the Fund Administrator in coordination
with the Tax Administrator, and a certification that the Preliminary Claimant is not an Excluded
Party.
10.
“Claim Status Notice” means the notice sent by the Fund Administrator within
one hundred fifty (150) days of the Claims Bar Date to any Preliminary Claimant that submitted
3
Order Establishing a Fair Fund, Exchange Act Rel. No. 97221 (Mar. 30, 2023).
2
a deficient Claim Form. The Claim Status Notice will provide to each Preliminary Claimant
whose claim is deficient, in whole or in part, the reason(s) for the deficiency and in the event the
claim is denied, the Claim Status Notice will state the reason(s) for such denial. The Claim
Status Notice will also notify the Preliminary Claimant of the opportunity to cure any deficiency,
request reconsideration, or dispute the determination made by the Fund Administrator and
provide instructions regarding what is required to do so.
11.
“Claims Bar Date” means the date established in accordance with this Plan by
which a Preliminary Claimant’s Claim Form, along with the full and complete supporting
documentary evidence required in paragraphs 47, 50 and 52 below, must be postmarked or
submitted electronically in order to receive consideration under the Plan. The Claims Bar Date
shall be sixty (60) days after the initial mailing of the Plan Notice. Claim Forms submitted by
Preliminary Claimants postmarked or received after the Claims Bar Date will not be accepted
unless the Fund Administrator is directed to do so by the Commission staff.
12.
Determination Notice” shall mean the written notice sent by the Fund
Administrator to all Preliminary Claimants who timely submitted a Claim Form notifying the
Preliminary Claimant of its eligibility determination. The Determination Notice will further
provide each Preliminary Claimant that is determined to be an Eligible Claimant with his, her, or
its calculated Recognized Loss amount. The Determination Notice will constitute the Fund
Administrator’s final ruling regarding the eligibility status of the claim.
13.
“Distribution Payment” means a payment from the Fair Fund to a Payee in
accordance with the terms of this Plan. All Distribution Payments will be made in US dollars.
14.
“Eligible Claimant” means a Preliminary Claimant, who is not an Excluded
Party, who submitted a valid Claim Form and has suffered a Recognized Loss, as calculated in
accordance with the Plan of Allocation.
15.
“Excluded Party” shall mean:
(a)
The Respondents;
(b)
Present or former officers or directors of Respondents or any assigns,
creditors, heirs, distributees, spouses, parents, dependent children or
controlled entities of any of the foregoing Persons or entities;
(c)
Any employee or former employee of the Respondents or employee or
former employee of any of its affiliates who has been terminated for cause
or has otherwise resigned, in connection with the conduct described in the
Order;
(d)
Any Person who, as of the Claims Bar Date, has been the subject of
criminal charges related to the conduct described in the Order or any
related Commission action;
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(e)
Any firm, trust, corporation, officer, or other entity in which Respondents
has or had a controlling interest;
(f)
The Fund Administrator, its employees, and those Persons assisting the
Fund Administrator in its role as the Fund Administrator; or
(g)
Any purchaser or assignee of another Person’s right to obtain a recovery
from the Fair Fund for value; provided, however, that this provision shall
not be construed to exclude those Persons who obtained such a right by
gift, inheritance or devise.
The Claim Form will require claimants to certify that they are not an Excluded Party. All
Excluded Parties will be deemed ineligible to participate in the distribution of the Fair Fund.
16.
“Fair Fund” means the fund created by the Commission pursuant to Section
308(a) of the Sarbanes-Oxley Act of 2002, for the benefit of investors harmed by Respondents’
violations described in the Order.
17.
“Net Available Fair Fund” means the Fair Fund, plus any interest or earnings,
less Administrative Costs. The Net Available Fair Fund will be allocated in two stages: first to
investors who suffered Recognized Losses on Barclays ADRs, and then, from any remaining
funds to investors who suffered Recognized Losses on Barclays ordinary shares, due to Barclays’
violations.
18.
“Payee” means an Eligible Claimant whose Recognized Loss calculates, in
accordance with the Plan of Allocation, to a distribution amount equal to or greater than $25.00
who will receive a Distribution Payment.
19.
“Person” means natural individuals as well as legal entities such as corporations,
partnerships, or limited liability companies.
20.
“Plan Notice” means a written notice from the Fund Administrator to Preliminary
Claimants informing them of the Fair Fund; the Plan and its eligibility requirements; explaining
how to submit a claim, including instructions for any online claims process; and how to obtain a
copy of the approved Plan and Claim Form by request or from the Fair Fund’s website. The Plan
Notice will also be available on the Fair Fund’s website that is maintained by the Fund
Administrator. The initial mailing of the Plan Notice is the mailing sent by the Fund
Administrator in accordance with paragraph 38.
21.
“Plan of Allocation” means the methodology used by the Fund Administrator to
calculate if a Preliminary Claimant has suffered a Recognized Loss. The Plan of Allocation is
attached as Exhibit A.
22.
“Preliminary Claimant” shall mean a Person, or their lawful successors,
identified by the Fund Administrator as having possible claim to recover from the Fair Fund
under this Plan, or a Person asserting prior to the Claims Bar Date that he, she, or it has a
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possible claim to recover from the Fair Fund under this Plan, as a result of transactions in the
Securities during the Relevant Period.
23.
“Recognized Loss” means the amount of loss calculated in accordance with the
Plan of Allocation.
24.
“Relevant Period” means the period between June 26, 2019, and March 27,
2022, inclusive of both dates.
25.
“Securities” refers to shares of Barclays ADRs traded on the NYSE under the
symbol BCS and Barclays ordinary shares traded on the LSE under the symbol BARC.
26.
“Summary Notice” means the notice published in print or internet media that
shall include, at a minimum, a statement of the purpose of the Fair Fund and the Plan, the means
of obtaining a Claim Form, and the Claims Bar Date. The Summary Notice will be published
two (2) times in the U.S. and two (2) times in the United Kingdom and will appear within ten
(10) days of the initial mailing of the Plan Notice.
27.
“Third-Party Filer” means a third-party, including without limitation a nominee,
custodian, or an intermediary holding in street name, who is authorized to submit and submits a
claim(s) on behalf of one or more Preliminary Claimants. A Third-Party Filer does not include
assignees or purchasers of claims that are excluded from receiving Distribution Payments under
paragraph 15 above.
IV.
TAX COMPLIANCE
28.
On July 11, 2023, the Commission appointed Heffler, Radetich & Saitta, LLP as
the tax administrator (the “Tax Administrator”) for the Fair Fund to handle the tax obligations of
the Fair Fund.4 The Tax Administrator will be compensated for reasonable fees and expenses
from the Fair Fund in accordance with its 2022-2024 Engagement Letter Agreement with the
Commission.5
29.
The Fair Fund constitutes a Qualified Settlement Fund (“QSF”) under Section
468B(g) of the Internal Revenue Code of 1986, as amended, 26 U.S.C. § 468B(g), and related
regulations, 26 C.F.R. §§ 1.468B-1 through 1.468B-5. The Tax Administrator is the
administrator of such QSF, for purposes of Treas. Reg. § 1.468B-2(k)(3)(I) and shall satisfy the
tax-related administrative requirements imposed by Treas. Reg. § 1.468B-2, including, but not
limited to:
(a)
Obtaining a taxpayer identification number;
4
See Order Appointing Tax Administrator, Exchange Act Rel. No. 97874 (July 11, 2023).
See Omnibus Order Directing the Engagement of Two Tax Administrators for Appointment on a Case-By-Case
Basis in Administrative Proceedings that Establish Distribution Funds, Exchange Act Rel. No. 94845 (May 4, 2022).
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(b)
Requesting funds necessary for the timely payment of all applicable taxes,
the payment of taxes for which the Tax Administrator has received funds,
and the filing of applicable returns; and
(c)
Fulfilling any information reporting or withholding requirements required
for distributions from the Fair Fund.
30.
All tax obligations will be paid from the Fair Fund, subject to the review and
approval of Commission staff.
V.
FUND ADMINISTRATOR
31.
On November 13, 2023, the Commission appointed KCC Class Action Services,
LLC as the fund administrator (“KCC” or the “Fund Administrator”) for the Fair Fund, and the
Fund Administrator has obtained a bond in the amount of $200,000,000.00, as ordered.6
Pursuant to Rule 1105(a) of the Commission’s Rules, 17 C.F.R. § 201.1105(a), the Fund
Administrator may be removed at any time by order of the Commission or hearing officer.
32.
The Fund Administrator will be responsible for administering the Fair Fund in
accordance with the Plan. This will include, among other things, taking reasonable steps to
identify and contact Preliminary Claimants; obtaining mailing information from Preliminary
Claimants; establishing a website and staffing a call center to address inquiries during the claims
process; developing a claims database; preparing accountings; cooperating with the tax
administrator appointed by the Commission to satisfy any tax liabilities and to ensure
compliance with income tax reporting requirements, including but not limited to Foreign
Account Tax Compliance Act (FATCA); advising Preliminary Claimants of deficiencies in
claims and providing an opportunity to cure any documentary defects; taking antifraud measures,
such as identifying false, ineligible and overstated claims; making determinations under the
criteria established herein as to Preliminary Claimant eligibility; advising Preliminary Claimants
of final claim determinations; disbursing the Fair Fund in accordance with this Plan, as ordered
by the Commission; and researching and reconciling errors and reissuing payments, when
possible.
33.
To carry out the purposes of this Plan, the Fund Administrator is authorized to
make and implement immaterial changes to the Plan upon agreement of the Commission staff. If
a change is deemed to be material by the Commission staff, Commission approval is required
prior to implementation by amending the Plan.
34.
The Fund Administrator may extend any procedural deadline contained in the
Plan for good cause shown, if agreed upon by the Commission staff.
35.
The Fund Administrator is authorized to enter into agreements with third-parties
as may be appropriate or necessary in the administration of the Fair Fund, provided such thirdparties are not excluded pursuant to other provisions of this Plan. In connection with such
6
See Order Appointing Fund Administrator and Setting Bond Amount, Exchange Act Rel. No. 98918 (Nov. 13,
2023).
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agreements, the third-parties shall be deemed to be agents of the Fund Administrator under this
Plan.
36.
The Fund Administrator will be entitled to payment from the Fair Fund of
reasonable fees and expenses, including the bond premium, incurred in the performance of its
duties (including any such fees and expenses incurred by agents, consultants or third-parties
retained by the Fund Administrator in furtherance of its duties).
VI.
ADMINISTRATION OF THE FAIR FUND
Identification of and Notification to Preliminary Claimants
37.
The Fund Administrator will, insofar as practicable, use its best efforts to
identify Preliminary Claimants from a review of trading records, obtaining records from
registered broker-dealers and investment advisors, and seeking information from any other
source available to it. The Fund Administrator may also engage a third-party firm, after
consultation with and approval of the Commission staff, to assist in identifying Preliminary
Claimants to maximize the participation rate of investors.
38.
Within sixty (60) days after Commission approval of the Plan, the Fund
Administrator shall:
(a)
design and submit the Plan Notice and the Claim Form, to the
Commission staff for review and approval;
(b)
create a mailing and claim database of all Preliminary Claimants based
upon information identified by the Fund Administrator;
(c)
run a National Change of Address search to retrieve updated addresses for
all records in the database, thereby ensuring the mailing information for
Preliminary Claimants is up-to-date;
(d)
email and/or mail a Plan Notice to each Preliminary Claimant identified
by the Fund Administrator and to the Fund Administrator’s list of banks,
brokers, and other nominees in accordance with paragraph 43 below;
(e)
establish and maintain a website devoted solely to the Fair Fund. The Fair
Fund’s website, located at www.barclaysfairfund.com, will make available
a copy of the approved Plan; provide information regarding the claims
process and eligibility requirements for participation in the Fair Fund in
the form of frequently asked questions; and other related materials; an
online portal through which claims may be submitted; and such other
information the Fund Administrator believes will be beneficial to
Preliminary Claimants;
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(f)
establish and maintain a U.S. toll-free telephone number, 1-888-663-7195,
and a U.K toll-free telephone number, +44 (0) 808-304-8623 for
Preliminary Claimants to call to speak to a live representative of the Fund
Administrator during its regular U.S. business hours or, outside of such
hours, to hear prerecorded information about the Fair Fund. The toll-free
number will be listed on all correspondence from the Fund Administrator
to Preliminary Claimants as well as on the Fair Fund’s website; and
(g)
establish and maintain a traditional mailing address and an email address
which will be listed on all correspondence from the Fund Administrator to
Preliminary Claimants as well as on the Fair Fund’s website.
39.
The Fund Administrator will publish the Summary Notice on the internet and/or
in print media acceptable to Commission staff. The Summary Notice will be published two (2)
times in the U.S. and two (2) times in the United Kingdom and will appear within ten (10) days
of the initial mailing of the Plan Notice.
40.
The Commission staff retains the right to review and approve any material posted
on the Fair Fund’s website, any material mailed, and any scripts used in connection with any
communication with Preliminary Claimants.
41.
In all materials that refer to the Claims Bar Date, the filing deadline will be
clearly identified with the calendar date, which is sixty (60) days from the date of the initial
mailing of the Plan Notice.
42.
The Fund Administrator will promptly provide a Claim Form and/or Plan Notice
to any Preliminary Claimant upon request made via mail, phone, or email prior to the Claims Bar
Date.
43.
The Fund Administrator will send by mail, email, or other means, the Plan Notice
to the Fund Administrator’s list of banks, brokers, and other nominees, as well as any other
institutions identified during the outreach process, that may have records of the Securities during
the Relevant Period (collectively, the “Nominees or Custodians”). The Fund Administrator will
request that these entities, to the extent that they were record holders for beneficial owners of the
Securities:
(a)
within fourteen (14) days of the Nominees’ or Custodians’ receipt of the
Plan Notice, notify and send the Plan Notice to the respective beneficial
owners, and, as requested, provide to the beneficial owners a Claim Form,
so that the beneficial owners may timely file a claim. The burden will be
on the Nominees or Custodians to ensure the claims process information,
including, if requested, the Claim Form, Plan Notice and other relevant
materials, is properly disseminated to the beneficial owners; and/or
(b)
provide to the Fund Administrator, within fourteen (14) days of receipt of
the Plan Notice, a list of last known names and addresses for all beneficial
8
owners for whom/which they purchased or acquired, as the record holder,
the Securities during the Relevant Period, so that the Fund Administrator
can communicate with the beneficial owners directly.
44.
An unlimited number of Plan Notices and Claim Forms may be downloaded by
the Nominees or Custodians. In the event paper copies are needed, the Fund Administrator may
provide no more than fifty (50) additional copies of the materials relevant to submitting a claim
to any Third-Party Filer, Nominee, or Custodian requesting it for the purpose of distribution to
beneficial owners.
45.
Documented reasonable out-of-pocket expenses incurred by the Nominees or the
Custodians, which would not have been incurred but for compliance with paragraph 43 above,
shall be reimbursed from the Fair Fund. The amount of such expenses allowed will be at the
discretion of the Fund Administrator, in consultation with the Commission staff. Unless
otherwise determined by the Fund Administrator in consultation with the Commission staff, outof-pocket expenses based on the following rates will be considered reasonable:
(a)
a maximum of $0.03 per Plan Notice and/or Claim Form, plus postage at
the pre-sort postage rate per Plan Notice and/or Claim Form actually
mailed;
(b)
a maximum of $0.05 per email of the Plan Notice with a link to the online
Claim Filing Portal disseminated; or
(c)
$0.20 per name, address, and email address provided to the Fund
Administrator, up to a maximum of amount of $1,500.00.
46.
The Fund Administrator will attempt to locate any Preliminary Claimant whose
mailing is returned as “undeliverable” and will document all such efforts. The Fund
Administrator shall use its best efforts to make use of commercially available resources and other
reasonably appropriate means to obtain updated addresses in response to “undeliverable” notices,
and forward any returned mail for which an updated address is provided or obtained. The Fund
Administrator will make available, upon request by the Commission staff, a list of all
Preliminary Claimants whose Plan Notice have been returned as “undeliverable” due to incorrect
addresses and for which the Fund Administrator has been unable to locate current addresses.
Filing a Claim
47.
To avoid being barred from asserting a claim, on or before the Claims Bar Date,
each Preliminary Claimant must submit to the Fund Administrator a properly completed Claim
Form reflecting such Preliminary Claimant’s claim, together with all required supporting
documentation as the Fund Administrator, in its discretion, deems necessary or appropriate to
substantiate the claim. Without limitation, this information may include third-party documentary
evidence of purchases and dispositions of Securities during the Relevant Period, as well as
holdings of Securities at pertinent dates.
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48.
Electronic claims submission is encouraged; the Plan Notice will include
instructions on how Preliminary Claimants can submit their claims electronically via the Fair
Fund’s website. If using the web-based claim filing option, a Preliminary Claimant must submit
his, her, or its claim to the Fund Administrator by 11:59 p.m. EST on the Claims Bar Date. The
Plan Notice will also include instructions for submission of claims if the Preliminary Claimant is
unable to submit his, her, or its claim electronically.
49.
The burden will be upon the Preliminary Claimant to ensure that his, her or its
Claim Form has been properly and timely received by the Fund Administrator. A Claim Form
that is postmarked or otherwise received after the Claims Bar Date will not be accepted unless
the deadline is extended by the Fund Administrator for good cause shown, after consultation
with the Commission staff.
50.
All Claim Forms and supporting documentation necessary to determine a
Preliminary Claimant’s eligibility to receive a distribution from the Fair Fund under the terms of
the Plan must include a declaration executed by the Preliminary Claimant under penalty of
perjury under the laws of the United States. The declaration must be executed by the
Preliminary Claimant, unless the Fund Administrator accepts such declaration from a Person
authorized to act on the Preliminary Claimant’s behalf, whose authority is supported by such
documentary evidence as the Fund Administrator deems necessary.
51.
When submitting claims to the Fair Fund on behalf of its clients, all Third-Party
Filers must use the electronic filing template provided by the Fund Administrator in this matter.
Third-Party Filers that do not comply with the template and format provided by the Fund
Administrator may be rejected. Third-Party Filers must also submit a signed master proof of
claim and release, as well as proof of authority to file on behalf of the claimant(s) at the time the
electronic file of transactions is submitted. Failure to do so may result in rejection of the claim.
52.
Each Third-Party Filer must establish the validity and amount of each claim in its
submission. Third-Party Filers must submit such supporting documentary evidence of
purchases, dispositions, and holdings of the Securities as the Fund Administrator deems
necessary or appropriate to substantiate each individual claim. Without limitation, this includes
the complete name of the Preliminary Claimant (beneficial account owner) and its TIN (for
individuals) or EIN (for companies), sufficient contact information to confirm the identity of the
beneficial owner, and documentation from the original bank, broker or other institution of
purchases and dispositions of Securities (account statements, confirmations and other
documentation of purchases and dispositions), as well as holdings of the Securities on pertinent
dates. The Fund Administrator will have the right to request, and the Third-Party Filer will have
the burden of providing to the Fund Administrator, any additional information and/or
documentation deemed necessary by the Fund Administrator to substantiate the claim(s)
contained in the submission. Documentation from a Third-Party Filer that is not acceptable to
the Fund Administrator will result in rejection of the affected claim(s). The determination of the
Fund Administrator to reject a claim for insufficient documentation, as reflected in the
Determination Notice, is final and within the discretion of the Fund Administrator.
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53.
Claim submissions by Third-Party Filers must be complete, including supporting
documentary evidence required in paragraph 52 above, by the Claims Bar Date. Any
submissions, of claims or of supporting documentary evidence in connection with any claim,
after the Claims Bar Date may result in rejection of such claims.
54.
The receipt of Securities by gift, inheritance, devise, or operation of law will not
be deemed to be a purchase of Securities, nor will it be deemed an assignment of any claim
relating to the purchase of such Securities unless specifically so provided in the instrument of
inheritance. The recipient of Securities as a gift, inheritance, devise or by operation of law will
be eligible to file a Claim Form and participate in the distribution of the Fair Fund to the extent
the original purchaser would have been eligible under the terms of the Plan. Only one claim may
be submitted with regard to the same transactions in Securities, and in cases where duplicative
claims are filed by the donor and donee, the donee claim will be honored, assuming it is
supported by proper documentation.
55.
Claims on behalf of a retirement plan covered by Section 3(3) of ERISA, 29
U.S.C.§ 1002(3), which do not include Individual Retirement Accounts and such plan’s
participants, are properly made by the administrator, custodian or fiduciary of the plan and not
by the plan’s participants. The Fund Administrator will distribute any payments on such claims
directly to the administrator, custodian or fiduciary of the retirement plan. The custodian or
fiduciary of the retirement plan will distribute any payments received in a manner consistent with
its fiduciary duties and the governing account or plan provisions.
56.
The Preliminary Claimant has the burden of notifying the Fund Administrator of a
change in his, her or its current address and other contact information, and ensuring that such
information is properly reflected on the Fund Administrator's records.
Review of Claims and Deficiency Process
57.
The Fund Administrator will review all claim submissions and determine the
eligibility of each Preliminary Claimant to participate in the Fair Fund by reviewing claim data
and supporting documentation (or the lack thereof) and verifying the claim. Each Preliminary
Claimant will have the burden of proof to establish the validity and amount of his, her or its
claim. The Fund Administrator will have the right to request, and the Preliminary Claimant will
have the burden of providing to the Fund Administrator, any additional information and/or
documentation deemed relevant by the Fund Administrator.
58.
The Fund Administrator will provide a Claim Status Notice within one hundredfifty (150) days of the Claims Bar Date to each Preliminary Claimant who has filed a deficient
Claim Form with the Fund Administrator. The Claim Status Notice will provide to each
Preliminary Claimant whose claim is deficient, in whole or in part, the reason(s) for the
deficiency (e.g., failure to provide required information or documentation). In the event the
claim is denied, in whole or in part, the Claim Status Notice will state the reason(s) for such
denial. The Claim Status Notice will also notify the Preliminary Claimant of the opportunity to
cure any deficiency, request reconsideration, or dispute the determination made by the Fund
Administrator and provide instructions regarding what is required to do so.
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59.
Any Preliminary Claimant with a deficient claim will have thirty (30) days from
the date of the Claim Status Notice to cure any deficiencies identified in the Claim Status Notice.
Failure to cure any deficiencies within the thirty-day period may result in rejection of such
claims.
60.
Any Preliminary Claimant seeking reconsideration of a denied claim must submit
their request to the Fund Administrator in writing within thirty (30) days of the date of the Claim
Status Notice. All requests for reconsideration must include the necessary documentation to
substantiate the basis upon which the Preliminary Claimant is requesting reconsideration of his,
her, or its claim.
61.
The Fund Administrator will have the authority, in its sole discretion, to waive
technical claim deficiencies and approve claims on a case-by-case basis, or in groups of claims.
Claims Eligibility Determination
62.
Within two hundred-ten (210) days of the Claims Bar Date, the Fund
Administrator will complete all claims determinations and send a Determination Notice to all
Preliminary Claimants who timely submitted a Claim Form notifying the Preliminary Claimant
of its eligibility determination. The Determination Notice will further provide to each
Preliminary Claimant that is determined to be an Eligible Claimant with his, her, or its calculated
Recognized Loss. The Determination Notice will constitute the Fund Administrator’s final
ruling regarding the eligibility status of the claim.
63.
The Fund Administrator may consider disputes of an Eligible Claimant’s
Recognized Loss calculation, if presented in writing to the Fund Administrator within thirty (30)
days of the date of the Determination Notice. The Fund Administrator will consult with
Commission staff as appropriate. The Fund Administrator will notify the Eligible Claimant in
writing within thirty (30) days of receiving a dispute of its determination, which will constitute
the Fund Administrator’s final ruling regarding the loss calculations for the claim.
Third-Party Review
64.
After the Fund Administrator has completed the process of analyzing the claims
and determining claim amounts in accordance with the Plan, and prior to the distribution of any
funds, the Fund Administrator will engage an independent, third-party firm, not unacceptable to
Commission staff, to perform a set of agreed upon procedures, review a statistically significant
sample of claims and ensure accurate and comprehensive application of the Plan of Allocation.
The Fund Administrator will communicate the results of the review to Commission staff together
with any written analysis or reports related to the review, and, upon request, will make the firm
available to the Commission staff to respond to questions concerning the review.
Distribution Methodology
65.
No Distribution Payments will be made for less than $25.00. If an Eligible
Claimant’s Recognized Loss, in accordance with the Plan of Allocation, calculates to a
12
distribution amount less than $25.00, that Eligible Claimant will be deemed ineligible to receive
a Distribution Payment and his, her, or its distribution amount will be reallocated on a pro-rata
basis to Eligible Claimants whose distribution amounts are greater than or equal to $25.00. All
Eligible Claimants whose Recognized Loss calculates to a distribution amount equal to or greater
than $25.00 will be deemed a Payee and receive a Distribution Payment.
Establishment of a Reserve
66.
Before determining the amount of funds available for distribution and calculating
each Payee’s Distribution Payment, the Fund Administrator, in conjunction with the Tax
Administrator, will establish a reserve to pay Administrative Costs and to accommodate any
unexpected expenditures (the “Reserve”).
67.
After all disbursements and Administrative Costs are paid, any remaining
amounts in the Reserve will become part of the Residual described in paragraph 90 below.
Preparation of the Payment File
68.
Within ninety (90) days following the date of the Determination Notices
described above in paragraph 62, the Fund Administrator will compile and send to the
Commission staff the Payee information, including the name, address, calculated Recognized
Loss, and the amount of the Distribution Payment for all Payees (the “Payee List”). The Fund
Administrator will also provide a Reasonable Assurances Letter to the Commission staff,
representing that the Payee List: (a) was compiled in accordance with the approved Plan; (b) is
accurate as to Payees’ names, addresses, Recognized Losses and amounts of their Distribution
Payment; (c) includes the number of Payees compensated; (d) the percentage of the Payee’s
Recognized Loss being compensated by the disbursement from the Fair Fund, and if applicable,
the total percentage to include all prior disbursements; (e) the total amount of funds to be
disbursed, and if applicable, includes the total amount of such funds to be withheld pursuant to
paragraph 79; and (f) provides all information necessary to make a payment to each Payee.
The Escrow Account
69.
Prior to the disbursement of funds from the Net Available Fair Fund, the Fund
Administrator will establish an escrow account (the “Escrow Account”) with a United States
commercial bank that is a well-capitalized financial institution as defined by the Federal Reserve
Act, Subpart D, 12 C.F.R. § 208.43 and that is not unacceptable to the Commission staff (the
“Bank”), pursuant to an escrow agreement (the “Escrow Agreement”) to be provided by
Commission staff.
70.
The Fund Administrator, pursuant to the Escrow Agreement, shall also establish
with the Bank a separate deposit account (e.g. controlled distribution account, managed
distribution account, linked checking and investment account) (the “Distribution Account”),
insured by the Federal Deposit Insurance Corporation (“FDIC”) up to the guaranteed FDIC pass
through limit. The Distribution Account shall be linked with the Escrow Account, and both shall
be named, and records maintained, in accordance with the Escrow Agreement.
13
71.
During the term of the Escrow Agreement, the portions of the Fair Fund
transferred to the Escrow Account (the “Escrow Property”), shall be invested and reinvested in
short-term U.S. Treasury securities backed by the full faith and credit of the United States
Government or an agency thereof. The investment shall be, of a type and term necessary to meet
the cash liquidity requirements for payments to Payees, tax obligations, and/or fees of the Tax
Administrator and/or Fund Administrator, including investment or reinvestment in a bank
account insured by the FDIC up to the guaranteed FDIC limit, or in money market mutual funds
registered under the Investment Company Act of 1940 that invest 100% of their assets in direct
obligations of the United States Government.
72. The Fund Administrator shall provide duplicate original bank and/or investment
statements on any accounts established by the Fund Administrator to the Tax Administrator on a
monthly basis and shall assist the Tax Administrator in obtaining mid-cycle statements, as
necessary.
73. The Fund Administrator shall deposit or invest funds in the Escrow and
Distribution Accounts so as to result in the maximum reasonable net return, taking into account
the safety of such deposits or investments. In consultation with Commission staff, the Fund
Administrator shall work with the Bank on an ongoing basis to determine an allocation of funds
between the Escrow and Distribution Accounts.
74.
All interest, dividends, and/or income earned by the Escrow Property will accrue
for the benefit of the Escrow Property. All Administrative Costs associated with the Escrow and
Distribution Accounts will be the responsibility of the Fund Administrator, who may be
reimbursed for said costs as provided in this Plan. No such Administrative Costs may be paid to
the Bank, its agents, and/or its affiliates from the Escrow Property.
Distribution of the Fair Fund
75.
The Fund Administrator will seek to distribute the Net Available Fair Fund to all
Payees only after all Claim Forms have been processed and all Preliminary Claimants whose
claims have been rejected or disallowed, in whole or in part, have been notified and provided the
opportunity to contest or cure pursuant to the procedures set forth herein.
76.
Upon the Commission’s staff’s receipt, review, and acceptance of the Payee List
and Reasonable Assurances Letter from the Fund Administrator, the Commission staff will seek
an Order from the Commission pursuant to Rule 1101(b)(6) of the Commission’s Rules, 17
C.F.R. § 210.1101(b)(6), to disburse funds from the Net Available Fair Fund to the Bank in
accordance with the Payee List for distribution by the Fund Administrator in accordance with the
Plan. All disbursements will be made pursuant to a Commission Order.
77.
Upon issuance of an Order to disburse, the Commission staff will direct the
transfer of funds in accordance with the Payee List to the Bank. The Fund Administrator will
then use its best efforts to commence mailing Distribution Payment checks and/or effect wire
transfers within ten (10) business days of the release of the funds into the Escrow Account. All
14
efforts will be coordinated to limit the time between the Escrow Account’s receipt of the funds
and the issuance of Distribution Payments.
78.
All Distribution Payments will be issued by the Fund Administrator from the
Distribution Account. All checks will bear a stale date of ninety (90) days from the date of
issuance. Reissuance of a check must be requested before the stale date, and such request is
governed by paragraph 86.
79.
All Distribution Payments will be preceded or accompanied by a communication
that includes, as appropriate: (a) a statement characterizing the distribution; (b) a statement that
the tax treatment of the distribution is the responsibility of each Payee and that the Payee should
consult his, her or its tax advisor for advice regarding the tax treatment of the distribution;
however, any backup withholding required under IRC § 3406(a) and the regulations promulgated
thereunder, or withholding required with respect to nonresident aliens (“NRAs”) under Chapter 3
of the IRC, or FATCA-subject Payees under Chapter 4 of the IRC, will be withheld as required
from the Distribution Payment and remitted to the Internal Revenue Service on the Payee’s
behalf; (c) a statement that checks will be void and cannot be reissued after ninety (90) days
from the date the original check was issued; and (d) contact information for the Fund
Administrator for questions regarding the Distribution Payment. The letter or other mailings to
Payees characterizing a Distribution Payment will be prepared by the Tax Administrator and
provided to the Commission staff for review and approval.
80.
All Distribution Payments, either on their face or in the accompanying mailing,
will clearly indicate that the money is being distributed from the Fair Fund established by the
Commission to compensate investors for harm as a result of securities law violations.
81.
Distribution Payments must be made by check or electronic payment payable to
the Payee (the beneficial account owner). A Third-Party Filer shall not be the payee of any
Distribution Payment. Compensation to a Third-Party Filer for its services may not be paid or
deducted from the Distribution Payment.
82.
The submission of a Claim Form and the receipt and acceptance of a Distribution
Payment by a Payee is not a release of a Payee’s rights and claims against any party.
83.
Wire transfers will be initiated by the Fund Administrator using a two-party check
and balance system, whereby completion of a wire transfer will require authorization by two
members of the Fund Administrator’s senior staff.
84.
At the discretion of the Fund Administrator, certain costs that were not factored
into the Reserve, such as bank fees for the return of a payment, may reduce the Payee’s
Distribution Payment. In such situations, the Fund Administrator will immediately notify the
Tax Administrator of the reduction in the Distribution Payment.
15
Post Distribution; Handling of Returned or Uncashed Checks; and Reissues
85.
The Fund Administrator shall use its best efforts to make use of commercially
available resources and other reasonably appropriate means to locate all Payees whose checks
are returned to the Fund Administrator as “undeliverable.” If new address information becomes
available, the Fund Administrator will repackage the distribution check and send it to the new
address. If, within ninety (90) days after the initial mailing of the distribution check, new
address information for the Payee is not available or if the distribution check is returned again,
the Fund Administrator void the distribution check, and, in its discretion, may remove such
Payee from the distribution and the allocated Distribution Payment will remain in the Fair Fund
for distribution, if feasible, to the remaining Payees.
86.
The Fund Administrator will reissue checks to Payees upon the receipt of a valid,
written request from the Payee prior to the initial stale date. In cases where a Payee is unable to
endorse a Distribution Payment check as written (e.g., name changes, IRA custodian changes, or
recipient is deceased) and the Payee or a lawful representative request the reissuance of a
Distribution Payment check in a different name, the Fund Administrator will request, and must
receive, documentation to support the requested change. The Fund Administrator will review the
documentation to determine the authenticity and propriety of the change request. If, in the
discretion of the Fund Administrator, such change request is properly documented, the Fund
Administrator will issue an appropriately redrawn Distribution Payment to the requesting party.
Reissued checks will be void at the later of ninety (90) days from issuance of the original check
or thirty (30) days from the reissuance, and in no event will a check be reissued after ninety (90)
days from the date of the original issuance without the approval of Commission staff.
87.
The Fund Administrator will make reasonable efforts to contact Payees who have
failed to negotiate their Distribution Payment check and take appropriate action to follow up on
the status of uncashed checks at the request of Commission staff. The Fund Administrator may
reissue such checks subject to the time limits detailed herein. If a Distribution Payment remains
uncashed after the stale date the Distribution Agent will instruct the Bank to issue a stop payment
on the check. The Fund Administrator, in its discretion, may remove such Payee from the
distribution, and the allocated Distribution Payment will remain in the Fair Fund for distribution,
if feasible, to the remaining Payees.
Administrative Costs
88.
All Administrative Costs will be paid from the Fair Fund in accordance with the
Commission’s Rules.
Disposition of Undistributed Funds
89.
If funds remain following the initial distribution, the Fund Administrator, in
consultation with the Commission staff, may seek subsequent distribution of any available
remaining funds, pursuant to the Commission’s Rules.
16
90.
A residual within the Fair Fund will be established for any amounts remaining
after the final disbursement to Payees from the Fair Fund (the “Residual”). The Residual may
include funds from, among other things, amounts remaining from the Reserve, distribution
checks that have not been cashed, checks or electronic payments that were not delivered or
returned to the Commission, and tax refunds received due to the Fair Fund’s overpayment of
taxes or for waiver of IRS penalties.
91.
Upon completion of the final distribution, the Fund Administrator will direct the
Bank to void/cancel all Distribution Payments, and return any funds remaining in the Escrow and
Distribution Accounts to the Commission to become part of the Residual.
92.
All funds remaining in the Residual that are infeasible to distribute to investors
will be returned to the Commission and transferred to the U.S. Treasury after the final
accounting is approved by the Commission.
Filing of Reports and Accountings
93.
In accordance with Rule 1105(f) of the Commission’s Rules, the Fund
Administrator shall provide to the Commission staff a progress report and a quarterly account
statement in a format to be provided by Commission staff, within forty-five (45) days of the
Commission’s approval of the Plan, and shall provide to Commission staff additional reports and
quarterly account statements within ten (10) days after the end of every calendar quarter. Such
progress reports shall inform the Commission staff of the activities and status of the Fair Fund
during the reporting period, and shall specify, at a minimum, the location of the account(s)
comprising the Fair Fund, including among other things, an interim accounting of all monies in
the Fair Fund.
94.
When the final distribution is completed, the Fund Administrator shall provide to
Commission staff a final report summarizing all tasks undertaken and the outcome of its
administrative efforts. The Fund Administrator shall make arrangement for the final payment of
all Administrative Costs, and submit a final accounting of all monies received, earned, spent, and
distributed in connection with the administration of the Plan in a format provided by the
Commission staff. The Fund Administrator will also submit a report to the Commission staff
containing the final distribution statistics regarding distributions to individuals and entities, and
such other information requested by the Commission staff.
Miscellaneous
95.
When administering this Plan, the Fund Administrator, and/or each of its
designees, agents, and assigns, may rely on all applicable law; orders issued by the Commission,
including orders issued by delegated authority; orders issued by an administrative law judge, if
any, appointed in this proceeding; and any records, including records containing investor
information, provided by Commission staff.
96.
Should any additional funds be received pursuant to Commission or Court order,
agreement, or otherwise, prior to the Commission’s termination of the Fair Fund, such funds will
17
be added to the Fair Fund and distributed, if feasible, in accordance with the Plan, pursuant to the
Commission’s Rules.
Wind-down and Document Retention
97.
The Fund Administrator will shut down the website, P.O. Box and customer
service telephone line(s) established specifically for the administration of the Fair Fund six (6)
months after the transfer of any remaining funds to the Commission, or at such earlier time as the
Fund Administrator determines with the concurrence of the Commission staff.
98.
The Fund Administrator will retain all materials submitted by Preliminary
Claimants in either paper or electronic form for a period of six (6) years from the date of
approval of a final fund accounting. Materials maintained in electronic form must be accessible
and readable for the duration of retention. Pursuant to the Commission staff's direction, the Fund
Administrator will either turn over to the Commission or destroy all materials, including
documents in any media, upon expiration of this period.
Termination of the Fair Fund
99.
The Fair Fund will be eligible for termination and the Fund Administrator will be
eligible for discharge after all of the following have occurred (a) a final accounting, in a standard
accounting format provided by the Commission staff, has been submitted by the Fund
Administrator and approved by the Commission; (b) all Administrative Costs have been paid;
and (c) any amount remaining in the Fair Fund has been returned to the Commission for transfer
to U.S. Treasury.
100. Once the Commission has approved the final accounting, the Commission staff
will seek an order from the Commission authorizing: (a) the transfer of any amounts remaining
in the Fair Fund that is infeasible to return to investors, and any amounts returned to the Fair
Fund in the future that are infeasible to return to investors, to the U.S. Treasury, subject to
Section 21F(g)(3) of the Exchange Act; (b) discharge of the Fund Administrator; (c) cancellation
of the Fund Administrator’s bond; and (d) termination of the Fair Fund.
101. Once the Fair Fund has been terminated and funds, if any, are transferred to the
U.S. Treasury, no further claims will be allowed, and no additional payments will be made
whatsoever.
VII.
NOTICE AND COMMENT PERIOD
102. The Notice of Proposed Plan of Distribution and Opportunity to Comment (the
“Notice”) will be published on the Commission’s website at
https://www.sec.gov/litigation/fairfundlist.htm. Any Person wishing to comment on the Plan
must do so in writing by submitting their comments to the Commission within thirty (30) days of
the publication of the Notice: (a) to the Office of the Secretary, United States Securities and
Exchange Commission, 100 F Street, NE, Washington, DC 20549-1090; (b) by using the
Commission’s Internet comment form at https://www.sec.gov/litigation/admin.shtml; or (c) by
18
sending an email to rule-comments@sec.gov. Comments submitted by email or via the
Commission’s website should include “Administrative Proceeding File Number 3-21181” in the
subject line. Comments received will be available to the public. Persons should only submit
comments that they wish to make publicly available.
19
Exhibit A
PLAN OF ALLOCATION
This Plan of Allocation1 is designed to compensate investors based on their losses on
shares of Barclays American Depository Receipts (“ADRs”) 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 (the “Securities”) purchased or acquired between June 26,
2019, and March 27, 2022, both dates inclusive (the “Relevant Period”), due to the misconduct
of the Respondents.
Investors who did not purchase or acquire shares of the Securities during the Relevant
Period, or who are an Excluded Party are ineligible to recover under this Plan.
Artificial inflation in the price of the Securities over various date ranges surrounding
corrective disclosures and average closing prices of the Securities have been calculated by the
Commission’s staff economists and are reflected below in Table A and Table B, respectively.
The Fund Administrator will calculate the amount of loss for each ADR or ordinary share
purchased or acquired during the Relevant Period (“Recognized Loss per Transaction”)
according to the steps that follow. The calculations below will be performed separately for
transactions in each Security (Barclays ADRs or ordinary shares), in the currency of the
transaction. Amounts will be converted to US Dollars (“USD”) just before the “Allocation of
Funds” step. The allocation of the Net Available Fair Fund will occur in two stages: funds will
first be allocated to Recognized Losses suffered by investors who purchased Barclays ADRs and
then any remaining funds will be allocated to Recognized Losses incurred by investors who
purchased Barclays ordinary shares.
For each ADR or ordinary share purchased or acquired on June 26, 2019, through March
27, 2022, and
A.
B.
1
Sold on or after June 26, 2019, and prior to the close of trading on March 27,
2022, the Recognized Loss per Transaction is the lesser of:
1.
the amount of inflation on the purchase/acquisition date as set forth in the
respective column of Table A below for the Security minus the amount of
inflation on the sale date as set forth in Table A for the Security; or
2.
the purchase/acquisition price minus the sale price.
Sold after the close of trading on March 27, 2022 and prior to the close of trading
on June 24, 2022 (i.e., during the “Lookback Period”), the Recognized Loss per
Transaction is the least of:
All capitalized terms used herein but not defined shall have the same meanings ascribed to them in the Plan.
C.
1.
the amount of inflation per share on the purchase/acquisition date as set
forth in the respective column of Table A for the Security; or
2.
the purchase/acquisition price minus the sale price; or
3.
the purchase/acquisition price minus the moving average closing price for
the sale date for the respective Security as set forth in Table B below.
Held as of the close of trading on June 24, 2022, the last day of the Lookback
Period, the Recognized Loss per Transaction is the lesser of:
1.
the amount of inflation on the purchase/acquisition date as set forth in the
respective column of Table A for the Security; or
2.
the purchase/acquisition price minus the average closing price during the
Lookback Period, as shown in the last row of Table B for the respective
Security.
If the Recognized Loss per Transaction calculates to a negative number, reflecting a gain,
the Recognized Loss per Transaction will be $0.00.
All prices mentioned in the calculations exclude all taxes, fees and commissions.
Purchases/acquisitions and sales shall be deemed to have occurred on the “contract” or “trade”
date as opposed to the “settlement” or “payment” date.
Additional Provisions
FIFO Methodology: Multiple purchases/acquisitions and sales of the Securities during
the Relevant Period will be matched according to the first-in, first-out (“FIFO”) method. For
each Security separately, the earliest sales during the Relevant Period will be matched first
against any holdings at the opening of the Relevant Period. Once the beginning holdings all
have been matched, or in the event that there are no beginning holdings, then any further sales
will be matched against the earliest Relevant Period purchases/acquisitions, and chronologically
thereafter.
Acquisitions: The receipt or grant of the Securities to the Preliminary Claimant by gift,
devise, inheritance, or operation of law during the Relevant Period is not considered an eligible
purchase if the original purchase did not occur during the Relevant Period. Securities acquired
outside of the Relevant Period will be excluded from the calculation of the Recognized Loss.
Options and Derivatives: Barclays ADRs and ordinary shares are the only securities
eligible for recovery under this Plan. Option contracts to purchase or sell the Securities are not
eligible for recovery under the Plan. With respect to the Securities purchased or sold through the
exercise of an option, the purchase/sale date is the option’s exercise or assignment date, and the
purchase/sale price is the option’s strike price at the time of exercise or assignment.
Transactions in the Securities during the Relevant Period that are pursuant to, or in connection
2
with, a swap or another derivative will not be eligible for a recovery and will be excluded from
the Recognized Loss calculation.
Short Sales: If the sale date for an ADR or ordinary share falls before the purchase date,
then the Recognized Loss per Transaction will be $0.00. The date of covering a short sale is
considered the date of purchase and the date of a short sale is considered date of sale for the
transaction. The earliest Relevant Period purchases will be matched against any short position
existing on the date prior to the start of the Relevant Period, and not be entitled to a recovery,
until that short position is fully covered.
Recognized Loss: The Recognized Loss for a Security will be the sum of the Recognized
Loss per Transaction, as calculated above, for the Securities of that type purchased or acquired
during the Relevant Period. If the Recognized Loss calculates to a negative number, reflecting a
gain, then the Recognized Loss will be $0.00. The Recognized Loss for each Security is subject
to the “Market Loss Limitation” provision below.
Market Loss Limitation: If a Preliminary Claimant’s actual market loss on ADRs or
ordinary shares purchased/acquired during the Relevant Period is less than his, her or its
Recognized Loss for that Security, then his, her or its Recognized Loss shall be limited to the
actual market loss amount. If the actual market loss calculates to a gain, then the Preliminary
Claimant’s Recognized Loss will be $0.00. The actual market loss will be calculated for each
Security as (a) the total purchase amount for the Securities purchased/acquired during the
Relevant Period,2 less the sum of (b) the sales proceeds from the Securities purchased/acquired
during the Relevant Period and sold during the Relevant Period or during the Lookback Period,3
and (c) the holding value on the remaining of those Securities, which for the purposes of this
calculation will be the moving average closing price as of the last day of the Lookback Period, as
shown in the last row of Table B for the respective Security.4
Conversion: For ordinary shares, the Recognized Loss and the actual market loss will be
converted to USD by multiplying by 1.31766, the GBP/USD exchange rate on the first day of the
Lookback Period, and then rounding to two decimal places.
Eligible Claimant: A Preliminary Claimant who suffered a Recognized Loss as a result
of transactions in the Securities during the Relevant Period, who submitted a valid Claim Form
together with required supporting documentation, and who is not an Excluded Party, will be
deemed an Eligible Claimant.
2
Purchases during the Relevant Period to cover short positions will be included in the calculation of actual market
loss if the purchase is matched to a short sale during the Relevant Period. Purchases/acquisitions that are not eligible
for recovery will not be considered for purposes of calculating the actual market loss.
3
Sales of the Securities during the Relevant Period will be matched first against the opening position and the
proceeds of such sales will not be considered for purposes of calculating the actual market loss. Short sales will be
considered for purposes of calculating the actual market loss.
4
Any open short positions at the end of the Lookback Period will be ignored for purposes of calculating the actual
market loss.
3
Allocation of Funds: The allocation of the Net Available Fair Fund will occur in two
stages, by Security. First, funds will be allocated to Recognized Losses on ADRs,. Second, the
remaining Net Available Fair Fund will be allocated to Recognized Losses on ordinary shares.
In the first stage, if the Net Available Fair Fund is equal to or exceeds the sum of all
Eligible Claimants’ Recognized Losses on ADRs each Eligible Claimant’s first-stage distribution
amount will equal his, her or its Recognized Loss on ADRs. If the Net Available Fair Fund is
less than the sum of all Eligible Claimants’ Recognized Losses on ADRs, each Eligible
Claimant’s first-stage distribution amount will equal his, her or its Pro Rata Percent for ADRs
multiplied by the Net Available Fair Fund. In either case, the first-stage distribution amount will
be subject to the “Offset for Prior Recovery” and “Minimum Distribution Amount.”
The second stage allocation proceeds in a similar fashion for Recognized Losses on
ordinary shares. If the Net Available Fair Fund remaining after the first stage is equal to or
exceeds the sum of Eligible Claimants’ Recognized Losses on ordinary shares,, each Eligible
Claimant’s second-stage distribution amount will equal his, her, or its Recognized Loss on
ordinary shares. If the Net Available Fair Fund remaining after the first stage is less than the sum
of Eligible Claimants’ Recognized Losses on ordinary shares, each Eligible Claimant’s secondstage distribution amount will equal his, her, or its Pro Rata Percent for ordinary shares
multiplied by the remaining Net Available Fair Fund. In either case, the second-stage distribution
amount will be subject to the “Offset for Prior Recovery” and “Minimum Distribution Amount.”
Pro Rata Percent: A pro rata computation is intended to measure all Eligible Claimants’
Recognized Losses against one another. An Eligible Claimant’s Pro Rata Percent will be
calculated as the ratio of his, her or its Recognized Loss to the sum of Recognized Losses of all
Eligible Claimants. The Pro Rata Percent will be calculated separately for each Security.
Offset for Prior Recovery: To avoid payment of a windfall, an Eligible Claimant’s
distribution amount for each Security will be no larger than his, her or its Recognized Loss for
that Security minus the amount of any compensation for the loss that resulted from the conduct
described in the Order that was received from another source for the same Security (e.g., class
action settlement), to the extent known by the Fund Administrator (“Prior Recovery”). That is,
the first-stage and second-stage distribution amounts will each be capped at the Recognized Loss
for that Security minus the Prior Recovery for the same Security.
Reasonable Interest: If the Net Available Fair Fund exceeds the amount necessary to pay
all Eligible Claimants the full amount of their Recognized Losses (minus any Prior Recovery and
after applying the Minimum Distribution Amount), the Fund Administrator, in consultation with
the Commission staff, may include interest in the distribution amount to compensate Eligible
Claimants for the time value of money. Reasonable Interest will be calculated using the Shortterm Applicable Federal Rate plus three percent (3%), compounded quarterly from the end of the
Relevant Period through the approximate date of the disbursement of the funds. If there are
insufficient funds to pay Reasonable Interest in full to all Eligible Claimants, Reasonable Interest
will be awarded from the excess funds on a pro rata basis proportional to the distribution
amounts.
4
Minimum Distribution Amount: The Minimum Distribution Amount for each Security
will be $25.00. An Eligible Claimant whose distribution amount for a Security is less than the
Minimum Distribution Amount will be deemed ineligible to recover for that Security and his, her
or its distribution amount for that Security will be reallocated on a pro rata basis to Eligible
Claimants whose distribution amounts for that Security are greater than or equal to the Minimum
Distribution Amount.
Payee: An Eligible Claimant whose distribution amount for either Security equals or
exceeds the Minimum Distribution Amount will be deemed a Payee and will receive a
Distribution Payment equal to his, her or its calculated distribution amount, plus Reasonable
Interest, if awarded. An Eligible Claimant who transacted in both Securities and whose
distribution amounts for each Security meets the conditions above will receive a distribution
payment that is the sum of the two distribution amounts.
5
Table A: Inflation Schedules for Barclays PLC Securities
Price Inflation
ADRs
Date Range
June 26, 2019 through March 27, 2022
On or after March 28, 2022
$0.31
$0.00
Ordinary
Shares
£0.06
£0.00
Table B: Moving Average Closing Price during Lookback Period for Barclays PLC
Securities
Moving Average Closing Price from March 28, 2022 to Date Shown
Date
3/28/2022
3/29/2022
3/30/2022
3/31/2022
4/1/2022
4/4/2022
4/5/2022
4/6/2022
4/7/2022
4/8/2022
4/11/2022
4/12/2022
4/13/2022
4/14/2022
4/18/2022
4/19/2022
4/20/2022
4/21/2022
4/22/2022
4/25/2022
4/26/2022
4/27/2022
ADRs
$8.09
$8.24
$8.19
$8.12
$8.08
$8.04
$8.00
$7.96
$7.92
$7.89
$7.87
$7.84
$7.83
$7.82
$7.81
$7.81
$7.82
$7.82
$7.81
$7.80
$7.77
$7.75
Ordinary
Shares
£160.48
£158.46
£156.12
£154.17
£152.74
£151.67
£151.00
£150.04
£148.99
£148.55
£148.22
£147.81
£147.54
£147.42
£147.31
£147.21
£147.31
£147.46
£147.42
£147.26
£147.06
£146.82
Date
4/28/2022
4/29/2022
5/2/2022
5/3/2022
5/4/2022
5/5/2022
5/6/2022
5/9/2022
5/10/2022
5/11/2022
5/12/2022
5/13/2022
5/16/2022
5/17/2022
5/18/2022
5/19/2022
5/20/2022
5/23/2022
5/24/2022
5/25/2022
5/26/2022
5/27/2022
ADRs
$7.74
$7.73
$7.72
$7.72
$7.73
$7.72
$7.72
$7.70
$7.69
$7.67
$7.66
$7.65
$7.65
$7.66
$7.66
$7.67
$7.67
$7.68
$7.70
$7.72
$7.74
$7.76
6
Ordinary
Shares
£146.80
£146.86
£146.91
£147.07
£147.20
£147.29
£147.34
£147.29
£147.18
£147.18
£147.14
£147.24
£147.36
£147.60
£147.81
£147.95
£148.07
£148.31
£148.67
£149.03
£149.46
£149.94
Date
5/30/2022
5/31/2022
6/1/2022
6/2/2022
6/3/2022
6/6/2022
6/7/2022
6/8/2022
6/9/2022
6/10/2022
6/13/2022
6/14/2022
6/15/2022
6/16/2022
6/17/2022
6/20/2022
6/21/2022
6/22/2022
6/23/2022
6/24/2022
ADRs
$7.78
$7.80
$7.82
$7.83
$7.84
$7.86
$7.88
$7.89
$7.90
$7.90
$7.89
$7.89
$7.89
$7.89
$7.88
$7.88
$7.88
$7.89
$7.88
$7.88
Ordinary
Shares
£150.41
£150.82
£151.18
£151.52
£151.86
£152.25
£152.57
£152.88
£153.13
£153.25
£153.30
£150.59
£150.77
£150.82
£150.91
£151.06
£151.21
£151.38
£151.42
£151.54
This is a copy of a public record, reproduced as it was published. It is not legal advice, and it may not be the version a court would rely on. Check the official source before you cite it.