UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
RELX PLC (Exact name of registrant as specified in its charter)
England (State of incorporation or organization)
Not Applicable (IRS Employer Identification No.)
1-3 Strand London, England (Address of principal executive offices)
WC2N 5JR (Zip Code) |
RELX CAPITAL INC. (Exact name of registrant as specified in its charter)
Delaware (State of incorporation or organization)
51-8365797 (IRS Employer Identification No.)
1105 North Market Street, Suite 501 Wilmington, DE (Address of principal executive offices)
19801 (Zip Code) |
Securities to be registered pursuant to Section 12(b) of the Act:
Title of each class to be so registered |
Name of each exchange on which each class is to be registered | |
3.500% Notes due 2023 | New York Stock Exchange |
If this form relates to the registration of a class of securities pursuant to Section 12(b) of the Exchange Act and is effective pursuant to General Instruction A.(c) or (e), check the following box. ☒
If this form relates to the registration of a class of securities pursuant to Section 12(g) of the Exchange Act and is effective pursuant to General Instruction A.(d) or (e), check the following box. ☐
If this form relates to the registration of a class of securities concurrently with a Regulation A offering, check the following box. ☐
Securities Act registration statement or Regulation A offering statement file number to which this form relates:
333-203608 (if applicable)
Securities to be registered pursuant to Section 12(g) of the Act:
None
(Title of class)
None
(Title of class)
INFORMATION REQUIRED IN REGISTRATION STATEMENT
Item 1. | Description of Registrants Securities to be registered. |
The descriptions of the general terms and provisions of the 3.500% Notes due 2023, issued by RELX Capital Inc. and fully and unconditionally guaranteed by RELX PLC (together with RELX Capital Inc., the Registrants) and RELX NV, contained under the heading Description of the Debt Securities and Guarantees in the Registrants Registration Statement on Form F-3 (No. 333-203608) (the Registration Statement) and under the heading Description of the Notes and Guarantees in the Registrants Prospectus Supplement, dated March 9, 2018 to the Prospectus contained in the Registration Statement and filed pursuant to Rule 424(b) of the Securities Act of 1933, as amended, are incorporated by reference herein.
Item 2. | Exhibits. |
4.1 | Form of 3.500% Notes due 2023 (incorporated by reference to Exhibit 99.2 to RELX PLCs Report on Form 6-K (No. 001-13334) filed on March 16, 2018). |
4.2 | Indenture, dated as of May 9, 1995, among RELX Capital Inc. (formerly known as Reed Elsevier Capital Inc.), as Issuer, RELX PLC (formerly known as Reed International P.L.C.) and RELX NV (formerly known as Elsevier NV), as Guarantors, and The Bank of New York Mellon (as successor to The Chase Manhattan Bank, N.A.), as Trustee (incorporated by reference to Exhibit 4(a) to the Registrants Registration Statement on Form F-3 (No. 333-6710-02), filed on April 1, 1997). |
4.3 | Supplemental Indenture No. 1, dated as of March 6, 1998, among RELX Capital Inc. (formerly known as Reed Elsevier Capital Inc.), as Issuer, RELX PLC (formerly known as Reed International P.L.C.), RELX NV (formerly known as Elsevier NV) and Elsevier I BV, as Guarantors, and The Bank of New York Mellon (as successor to The Chase Manhattan Bank, N.A.), as Trustee (incorporated by reference to Exhibit 4(b) to the Registrants Registration Statement on Form F-3 (No. 333-13188-02), filed on April 16, 2001). |
4.4 | Supplemental Indenture No. 2, dated as of June 3, 1998, among RELX Capital Inc. (formerly known as Reed Elsevier Capital Inc.), as Issuer, RELX PLC (formerly known as Reed International P.L.C.), RELX NV (formerly known as Elsevier NV) and Elsevier I BV, as Guarantors, and The Bank of New York Mellon (as successor to The Chase Manhattan Bank, N.A.), as Trustee (incorporated by reference to Exhibit 4(c) to the Registrants Registration Statement on Form F-3 (No. 333-13188-02), filed on April 16, 2001). |
4.5 | Third Supplemental Indenture, dated as of February 21, 2001, among RELX Capital Inc. (formerly known as Reed Elsevier Capital Inc.), as Issuer, RELX PLC (formerly known as Reed International P.L.C.) and RELX NV (formerly known as Elsevier NV), as Guarantors, and The Bank of New York Mellon (as successor to The Chase Manhattan Bank, N.A.), as Trustee (incorporated by reference to Exhibit 4(d) to the Registrants Registration Statement on Form F-3 (No. 333-13188-02), filed on April 16, 2001). |
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SIGNATURE
Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, each Registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereto duly authorized.
Date: March 28, 2018
REED ELSEVIER PLC | ||
By: | /s/ Alan McCulloch | |
Name: | Alan McCulloch | |
Title: | Deputy Secretary | |
RELX CAPITAL INC. | ||
By: | /s/ Kenneth E. Fogarty | |
Name: | Kenneth E. Fogarty | |
Title: | President, Treasurer and Assistant Secretary |
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