Response of the Office of Mergers and Acquisitions
Division of Corporation Finance

May 28, 2020

Via Email

Yan Zhang, Esq.
Davis Polk & Wardwell LLP
yan.zhang@davispolk.com

Re: Formula Pricing in Issuer Cash Tender Offer by Barclays Bank PLC

Dear Mr. Zhang:

We are responding to your letter dated May 28, 2020, addressed to Ted Yu and Perry Hindin. To avoid having to recite or summarize the facts set forth in your letter, we attach a copy of your letter. Unless otherwise noted, capitalized terms in this response letter have the same meaning as in your letter.

Based on the facts and representations presented in your letter, the Division of Corporation Finance will not recommend enforcement action under Exchange Act Rule 14e-1(b) if the Company conducts the Offer by using the Pricing Mechanism as described in your letter. Our position is based, in particular, on your representation that the Subject Securities have been determined to be subject to certain regulations issued by the Securities and Exchange Board of India (“SEBI”) regarding offshore derivative instruments and that SEBI has advised the Company that positions being held in the Subject Securities may continue only until December 31, 2020.

The no-action relief provided is based on the representations made to the Division in your request. Any different facts or conditions may require the Division to reach a different conclusion. Further, this response does not express any legal conclusion on the questions presented or any views on any other questions that the transaction may raise, including compliance with the Trust Indenture Act of 1939 and any other applicable provisions of the federal securities laws. Responsibility for compliance with these provisions rests with the Company and other participants in the transaction.