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Barclays Agrees To Pay $361 Mln To Settle SEC Charges On Over-issuances Of Securities

Barclays plc (BARC.L,BCS) agreed to pay $361 million to settle the U.S. Securities and Exchange Commission charges relating to over-issuances of securities.

The SEC charged Barclays PLC and Barclays Bank PLC in connection with the unregistered offer and sale of an unprecedented amount of securities due to a failure to implement any internal control to track such transactions in real time. Both firms restated their year-end 2021 audited financial statements filed with the Commission as a result of the over-issuances and internal control failure.

The SEC noted that the firms agreed to pay a $200 million civil penalty and the SEC additionally ordered Barclays Bank to pay disgorgement and prejudgment interest of more than $161 million, which was deemed satisfied by an offer of rescission Barclays Bank made to investors in the unregistered offerings.

The SEC's order stated that, following a settled Commission action against a Barclays Bank affiliate in May 2017, Barclays Bank lost its status as a well-known seasoned issuer. As a result, Barclays Bank had to quantify the total number of securities that it anticipated offering and selling and pay registration fees for those offerings upon the filing of a new registration statement.

The SEC's order noted that Barclays Bank personnel understood that the firm needed to track actual offers and sales of securities against the amount of registered offers and sales on a real-time basis; yet, no internal control was established for the purpose.

According to the SEC's order, as a result of this failure, Barclays Bank offered and sold about $17.7 billion of securities in unregistered transactions.

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