0001193125-18-099738.txt : 20180328 0001193125-18-099738.hdr.sgml : 20180328 20180328171555 ACCESSION NUMBER: 0001193125-18-099738 CONFORMED SUBMISSION TYPE: 8-A12B PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20180328 DATE AS OF CHANGE: 20180328 FILER: COMPANY DATA: COMPANY CONFORMED NAME: RELX PLC CENTRAL INDEX KEY: 0000929869 STANDARD INDUSTRIAL CLASSIFICATION: MISCELLANEOUS PUBLISHING [2741] IRS NUMBER: 000000000 STATE OF INCORPORATION: X0 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-A12B SEC ACT: 1934 Act SEC FILE NUMBER: 001-13334 FILM NUMBER: 18719781 BUSINESS ADDRESS: STREET 1: 1-3 STRAND CITY: LONDON WC2N 5JR STATE: X0 ZIP: 00000 BUSINESS PHONE: 011442071665660 MAIL ADDRESS: STREET 1: 1-3 STRAND CITY: LONDON WC2N 5JR STATE: X0 ZIP: 00000 FORMER COMPANY: FORMER CONFORMED NAME: REED ELSEVIER PLC DATE OF NAME CHANGE: 19940912 FILER: COMPANY DATA: COMPANY CONFORMED NAME: RELX Capital Inc. CENTRAL INDEX KEY: 0000943890 STANDARD INDUSTRIAL CLASSIFICATION: MISCELLANEOUS PUBLISHING [2741] IRS NUMBER: 510365797 STATE OF INCORPORATION: DE FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: 8-A12B SEC ACT: 1934 Act SEC FILE NUMBER: 001-16621 FILM NUMBER: 18719779 BUSINESS ADDRESS: STREET 1: 1105 NORTH MARKET ST STE 501 CITY: WILMINGTON STATE: DE ZIP: 19801 BUSINESS PHONE: 302-427-9299 MAIL ADDRESS: STREET 1: 1105 NORTH MARKET ST STE 501 CITY: WILMINGTON STATE: DE ZIP: 19801 FORMER COMPANY: FORMER CONFORMED NAME: REED ELSEVIER CAPITAL INC DATE OF NAME CHANGE: 19950413 8-A12B 1 d537487d8a12b.htm 8-A12B 8-A12B

 

 

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 Registrant’s 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 PLC’s 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).

 

  4.6 Fourth Supplemental Indenture, dated as of July  31, 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, The Bank of New York Mellon (as successor to The Chase Manhattan Bank, N.A.), as Trustee, The Chase Manhattan Bank, London Branch, as London Paying Agent, and Chase Manhattan Bank Luxembourg S.A., as Luxembourg Paying Agent (incorporated by reference to Exhibit 4.5 to the Registrants’ Registration Statement on Form F-3 (No. 333-155717), filed on November 26, 2008).

 

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  4.7 Fifth Supplemental Indenture, dated as of January  16, 2009, among RELX Capital Inc. (formerly known as Reed Elsevier Capital Inc.), as Issuer, RELX PLC (formerly known as Reed Elsevier PLC) and RELX NV (formerly known as Reed Elsevier NV), as Guarantors, The Bank of New York Mellon, as Trustee, The Bank of New York Mellon, as London Paying Agent, and The Bank of New York (Luxembourg) S.A., as Luxembourg Paying Agent (incorporated by reference to Exhibit 99.3 to RELX PLC’s Report on Form 6-K (No. 001-13334) filed on January 16, 2009).

 

  4.8 Sixth Supplemental Indenture, dated as of May  12, 2015, among RELX Capital Inc., RELX PLC (formerly known as Reed Elsevier PLC) and RELX NV (formerly known as Reed Elsevier NV), The Bank of New York Mellon, as Trustee, The Bank of New York Mellon, London Branch, as London Paying Agent, and The Bank of New York (Luxembourg) S.A., as Luxembourg Paying Agent (incorporated by reference to Exhibit 99.2 to RELX PLC’s Report on Form 6-K (No. 001-13334) filed on May 12, 2015).

 

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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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