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United States securities and exchange commission logo
June 26, 2024
Ian Lowitt
Chief Executive Officer
Marex Group plc
155 Bishopsgate
London EC2M 3TQ
United Kingdom
Re: Marex Group plc
Draft Registration
Statement on Form F-1
Submitted June 5,
2024
CIK No. 0001997464
Dear Ian Lowitt:
We have conducted a limited review of your draft registration
statement and have the
following comments.
Please respond to this letter by providing any requested
information and by publicly
filing your registration statement and non-public draft submission on
EDGAR. If you do not
believe a comment applies to your facts and circumstances or do not
believe an amendment is
appropriate, please tell us why in your response.
After reviewing the information you provide in response to this
letter and your filed
registration statement, we may have additional comments.
Draft Registration Statement on Form F-1
General
1. Please include the
cover letter that you will publicly file your registration statement and
nonpublic draft
submission such that it is publicly available on the EDGAR system at
least 48 hours prior to
any requested effective time and date. Refer to "Draft Registration
Statement Processing
Procedures Expanded," available on our website at www.sec.gov.
The Offering, page 25
2. We note your disclosure
that you are offering notes on a continuous basis and the specific
terms of each series of
notes will be described in a separate pricing supplement. Given the
different types of
notes and terms you may be offering, please provide us an analysis how
this constitutes a
continuous offering on Form F-1 and under Rule 415 under the
Ian Lowitt
Marex Group plc
June 26, 2024
Page 2
Securities Act. Refer to Rule 415(a)(1)(ix) and Rule 430A under the
Securities Act. As
part of your response, please explain to us why this would not be
considered a delayed
offering. Refer to Rule 415(a)(1)(x). In this regard, please remove the
disclosure, as
indicated in the third bullet point in the second column on the cover
page, and throughout,
that the notes may be issue as indexed notes, or provide us an analysis
how this can be
done on Form F-1 and under Rule 415 under the Securities Act.
Part II
Information Not Required in Prospectus
Item 9. Undertakings, page II-3
3. We note your disclosure on the cover page that you anticipate naming
underwriters,
dealers or agents in the applicable pricing supplement. Please confirm
your understanding
that you will need to file a post-effective amendment once you have
identified
underwriters for your individual offerings, since you appear ineligible
to rely on
Rule 430B under the Securities Act. Please revise or advise.
We remind you that the company and its management are responsible for
the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action
or absence of
action by the staff.
We also remind you that your registration statement must be on file no
later than 48 hours
prior to the requested effective date and time. Refer to Rules 460 and 461
regarding requests for
acceleration. Please allow adequate time for us to review any amendment prior
to the requested
effective date of the registration statement.
Please contact Aisha Adegbuyi at 202-551-8754 or Susan Block at
202-551-3210 with
any other questions.
Sincerely,
FirstName LastNameIan Lowitt
Division of
Corporation Finance
Comapany NameMarex Group plc
Office of Finance
June 26, 2024 Page 2
cc: Anna T. Pinedo, Esq.
FirstName LastName