20-F: RELX PLC Details Securities Registered Under Exchange Act

Sentiment:

Description of Securities 22 February 2024 8:13 AM

RELX PLC provides details of its registered securities, including ordinary shares, American Depositary Shares, and guaranteed notes, as of December 31, 2023.

Summary

RELX PLC has filed its 20-F form with the SEC, detailing securities registered under Section 12 of the Exchange Act as of December 31, 2023.
The registered securities include American Depositary Shares (ADSs), each representing one RELX PLC ordinary share, and several series of guaranteed notes due in 2025, 2029, 2030 and 2032.
The ordinary shares have a nominal value of 14 51/116p each.
The board of directors has the authority to allot shares up to a certain nominal amount without preemptive rights, subject to shareholder resolutions passed on April 20, 2023.
Citibank N.A. serves as the depositary for the RELX PLC ADSs, with the custodian located in London.
RELX PLC has agreed to fully guarantee the due and punctual payment of the principal of, and premium, if any, interest and additional amounts, if any, on the guaranteed notes.
The notes may be redeemed at the option of RELX Capital under certain conditions, including for tax reasons or upon a change of control triggering event.

Sentiment

Score: 7

Explanation: The document is factual and informative, presenting necessary details about RELX PLC's registered securities and governance structure. The sentiment is neutral, as it primarily serves to comply with regulatory requirements.

Positives

RELX PLC has multiple series of securities registered and listed on the New York Stock Exchange, providing investors with various investment options.
Shareholders have the right to receive cash dividends or additional RELX PLC ADSs.
The board of directors has the flexibility to allot shares and grant rights to subscribe for shares, enhancing the company's ability to raise capital.
RELX PLC guarantees the debt securities issued by RELX Capital, providing additional security to noteholders.

Negatives

Investors are subject to foreign exchange risks as payments on the 1.300% Notes are payable in euro, which may have important economic and tax consequences to them.
The depositary may hold foreign currency uninvested and without liability for interest thereon for the respective accounts of the RELX PLC ADS holders.
The depositary may withhold dividends or other distributions, or sell all or any part of the RELX PLC Shares or other securities, property or cash underlying such holders RELX PLC ADSs to pay any taxes owed.

Risks

RELX PLC ADS holders must rely on the depositary to exercise the rights of a RELX PLC shareholder on their behalf, including the voting of the RELX PLC Shares represented by the RELX PLC ADSs.
There can be no assurances that RELX ADS holders will have the opportunity to receive or exercise rights on the same terms and conditions as the holders of RELX PLC Shares or be able to exercise such rights.
The RELX PLC deposit agreement expressly limits the obligations and liabilities of RELX PLC, the depositary and any custodian to the RELX PLC ADS holders.
The Indenture provides that if withholding or deduction is required by law, then RELX Capital or RELX PLC, as the case may be, will pay to the holder of any Note additional amounts as may be necessary.

Future Outlook

The board of directors of RELX PLC may, for a period expiring at the end of the next annual general meeting of RELX PLC (or, if earlier, at the close of business on July 20, 2024), allot RELX PLC Shares, and grant rights to subscribe for or convert any security into RELX PLC Shares.

Industry Context

This announcement is a standard regulatory filing for companies with securities listed on US exchanges and provides transparency to investors regarding the company's capital structure and debt obligations.

Comparison to Industry Standards

The document does not provide enough information to make a detailed comparison to industry standards.
However, the types of securities registered (ordinary shares, ADSs, and guaranteed notes) are common for large, multinational corporations like RELX.
Comparable companies that also utilize ADSs and issue debt include Wolters Kluwer, Thomson Reuters, and Informa.
The specific terms of the debt securities (interest rates, maturity dates, redemption provisions) would need to be compared to similar issuances by these companies to assess RELX's financial standing.

Stakeholder Impact

Shareholders are provided with information about their rights and the company's capital structure.
Creditors are informed about the terms and guarantees associated with the company's debt securities.

Next Steps

Shareholders will vote on the election of Bianca Tetteroo at the next Annual General Meeting.
The board of directors will continue to manage the company's capital structure and debt obligations in accordance with its treasury policies.

Key Dates

Date	Description
May 9, 1995	Date of the Indenture among RELX Capital, RELX PLC, and The Bank of New York Mellon.
April 1, 1997	The Indenture was initially filed as Exhibit 4(a) to the Registration Statement on Form F-3.
August 1, 2014	Date of the Amended and Restated Deposit Agreement among RELX PLC, Citibank, N.A., as depositary, and all holders and beneficial owners from time to time of the American Depositary Shares issued thereunder.
July 1, 2015	Date of Amendment No. 1 to Amended and Restated Deposit Agreement.
April 24, 2015	Registration Statement Date for 1.300% Guaranteed Notes due 2025.
May 12, 2015	Date of Base Prospectus and Date of Issuance for 1.300% Guaranteed Notes due 2025.
February 28, 2019	Registration Statement Date for 4.000% Guaranteed Notes due 2029 and 3.000% Guaranteed Notes due 2030.
March 18, 2019	Date of Base Prospectus and Date of Issuance for 4.000% Guaranteed Notes due 2029.
May 18, 2020	Date of Issuance for 3.000% Guaranteed Notes due 2030.
February 17, 2021	Date of Amendment No. 2 to Amended and Restated Deposit Agreement.
February 12, 2021	RELX PLC filed a form of Amendment No. 2 on Form F-6.
April 20, 2023	Shareholders of RELX PLC adopted ordinary and special resolutions.
April 25, 2019	Date of special resolution of RELX PLC shareholders passed to adopt the PLC Articles.
April 29, 2022	Registration Statement Date for 4.750% Guaranteed Notes due 2032.
May 17, 2022	Date of Issuance for 4.750% Guaranteed Notes due 2032.
July 20, 2024	Expiration date for the board of directors of RELX PLC to allot RELX PLC Shares, and grant rights to subscribe for or convert any security into RELX PLC Shares.
December 31, 2023	As of this date, RELX PLC had the following series of securities registered pursuant to Section 12(b) of the Exchange Act.

Keywords

RELX PLC, securities, ADS, ordinary shares, guaranteed notes, American Depositary Shares, Citibank, depositary, redemption, indenture

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