23rd Apr 2007 07:00
Barclays PLC23 April 2007 This document shall not constitute an offer to sell or buy or the solicitationof an offer to buy or sell any securities, nor shall there be any sale orpurchase of securities in any jurisdiction in which such offer, solicitation orsale would be unlawful prior to registration or qualification under thesecurities laws of any such jurisdiction. The availability of the Offer topersons not resident in the United States, the Netherlands and the UnitedKingdom may be affected by the laws of the relevant jurisdictions. Such personsshould inform themselves about and observe any applicable requirements. 23 April 2007 For immediate release ABN AMRO AND BARCLAYS ANNOUNCE AGREEMENT ON TERMS OF MERGER The Managing Board and Supervisory Board of ABN AMRO Holding N.V. ("ABN AMRO")and the Board of Directors of Barclays PLC ("Barclays") jointly announce thatagreement has been reached on the combination of ABN AMRO and Barclays. Each ofthe Boards has unanimously resolved to recommend the transaction to itsrespective shareholders. The holding company of the combined group will becalled Barclays PLC. The proposed merger of ABN AMRO and Barclays will create a strong andcompetitive combination for its clients with superior products and extensivedistribution. The merged group is expected to generate significant and sustainedfuture incremental earnings growth for shareholders. The combination of ABN AMRO and Barclays will benefit from a diversifiedcustomer base and geographic mix. The proposed merger will create: • A leading force in global retail and commercial banking, with world class products: €47 million customers, approximately 90 per cent. of whom are in seven key markets •One of the world's leading transaction banking platforms offering world class payment and trade finance solutions •A top five card issuer outside the US with approximately 27m cards. • A premier global investment bank that is a leader in risk management and financing with an enhanced product offering across a broader geographical footprint • The world's largest institutional asset manager, with enhanced retail distribution capabilities and complementary products ensuring delivery of world class products and services to a wider customer base • The world's eighth largest wealth manager, with a leading European onshore franchise and highly attractive positions in growth markets Merger Highlights • The proposed merger will be implemented through an exchange offer pursuant to which ABN AMRO ordinary shareholders will receive 3.225 ordinary shares in Barclays ("New Barclays Shares") for each existing ABN AMRO ordinary share (the "Offer"). Under the terms of the Offer, Barclays existing ordinary shareholders will own approximately 52 per cent. and ABN AMRO existing ordinary shareholders will own approximately 48 per cent. of the combined group • Based on the share price of Barclays ordinary shares on 20 April 2007, the Offer values each ABN AMRO ordinary share at €36.25 taking into account that ABN AMRO ordinary shareholders will be entitled to receive the declared €0.60 2006 final dividend. In addition, depending on the timetable to completion, ABN AMRO ordinary shareholders will also benefit from Barclays 2007 final dividend, which has a greater final dividend to total dividend weighting than ABN AMRO. The implied value of the Offer represents a premium for ABN AMRO shareholders of approximately: 33 per cent. to the share price of ABN AMRO ordinary shares on 16 March 2007, the last trading day prior to the announcement that ABN AMRO and Barclays were in talks 49 per cent. over the average share price of ABN AMRO ordinary shares in the 6 months up to and including to 16 March 2007 • The combined group will have a UK corporate governance structure with a unitary Board. Arthur Martinez will be the Chairman, John Varley will be the Chief Executive Officer, and Bob Diamond will be President. The new board will initially consist of 10 members from Barclays and 9 members from ABN AMRO • Barclays will be the holding company for the combined group. The UK Financial Services Authority ("FSA") and De Nederlandsche Bank ("DNB") have agreed that the FSA will be the lead supervisor of the combined group • The head office of the combined group will be located in Amsterdam • ABN AMRO and Barclays estimate that the combination will result in annual pre-tax synergies of approximately €3.5bn by 2010, approximately 80 per cent. of which is expected to result from cost synergies and the remainder from revenue benefits. Capturing the expected synergies will assist the management of the combined group in achieving top quartile cost: income ratios across all businesses by 2010 • Bank of America Corp has today agreed to acquire LaSalle Bank Corporation ("LaSalle") for US$21 billion and is expected to complete this acquisition before completion of the Offer. The completion of the sale of LaSalle is a condition of the Offer. Taking into account the excess capital released by the sale of LaSalle, it is expected that approximately €12 billion will be distributed to the shareholders of the combined group in a tax efficient form primarily through buy backs after completion of the Offer. The full value of the sale of LaSalle on these terms is reflected in the exchange ratio of the proposed merger. The combined group will continue to be a leading franchise in investment banking and investment management in the US. The combined group will continue to explore opportunities to develop its existing US businesses • It is expected that the proposed merger will lead to significant accretion in ABN AMRO's 2008 cash earnings per share for accepting ABN AMRO ordinary shareholders and is expected to be 5 per cent. accretive to Barclays cash earnings per share in 2010. The Board of Barclays expects that the return on investment will be approximately 13 per cent. in 2010. • The proposed merger is expected to complete during the fourth quarter of 2007 Current Trading On 16 April 2007, ABN AMRO issued a trading statement announcing a strongimprovement in the operating result, leading to a 30 per cent. increase inearnings per share from continuing operations compared to the first quarter of2006. Barclays profit before tax for the first quarter of 2007 was 15 per cent. aheadof the first quarter of 2006. Excluding gains from the sale and leaseback ofproperty, profit before tax grew 10 per cent. Performance was particularlystrong at Barclays Capital which had its best quarter ever. Barclays expects toannounce its customary trading update on 24 May 2007. Rijkman Groenink, the Chairman of the Managing Board of ABN AMRO, said: "This proposed merger fits well with our strategic objective to providesignificant and sustained value for our shareholders. We believe that mergingwith Barclays will unite our significant complementary strengths and createlong-term value for our shareholders. I am excited about the opportunities thismerger brings and look forward to the next phase of ABN AMRO's future." John Varley, the CEO of Barclays, said: "This proposed merger represents a unique opportunity to create a newcompetitive force in financial services, which will deliver benefits for ourcustomers and clients and generate sustained growth and additional value for ourowners. The proposed merger will significantly enhance stand-alone productdevelopment capabilities and distribution. Our combined geographic reach willensure exposure to both developed and high growth developing economies." The Managing Board and Supervisory Board of ABN AMRO consider that the Offer isin the best interests of ABN AMRO and all of its shareholders and have eachunanimously resolved to recommend the Offer for acceptance by the shareholdersof ABN AMRO. ABN AMRO Bank N.V. (Corporate Finance), Lehman Brothers Europe Limited, MorganStanley & Co. Limited, N M Rothschild & Sons Limited and UBS Limited are actingas financial advisers to the Managing Board of ABN AMRO. Morgan Stanley & CoLimited and UBS Limited have each provided a fairness opinion to the ManagingBoard of ABN AMRO. Goldman Sachs International has provided a fairness opinionto the Supervisory Board of ABN AMRO. The Board of Barclays, which has received financial advice from BarclaysCapital, Citi, Credit Suisse, Deutsche Bank, JPMorgan Cazenove and Lazard(collectively, the "Barclays Advisers") considers that the terms of the Offerare fair and reasonable. In providing their advice to the Board, the BarclaysAdvisers have relied upon the Board's commercial assessment of the Offer. The Board of Barclays also considers the resolutions to be proposed inconnection with the Offer to be in the best interests of Barclays and Barclaysshareholders as a whole. Accordingly, the Board has resolved unanimously torecommend that Barclays shareholders vote in favour of such resolutions. 1. Compelling Strategic Rationale The proposed combination of ABN AMRO and Barclays will create one of the world'sleading universal banks. Both ABN AMRO and Barclays operate in a sector which isstill fragmented in comparison to other global industries. Universal banking isthe model best equipped for success in an industry where customer needs areconverging and where demand-led growth will be significant across the globe.Harmonisation of customer needs is already well advanced in investment bankingand investment management and is increasingly apparent in retail and commercialbanking. The proposed merger brings together two sets of high quality productcapabilities and brands, which are well placed to create growth for shareholdersfrom the relationship extension opportunities that exist in a combined base of46 million personal and 1.4 million commercial customers. The combined group will have a simple and transparent management structure. Themanagement team will be clearly accountable for delivering sustained incrementalearnings growth and value for shareholders by leading strong performance fromthe underlying businesses and by capturing the substantial synergies madeavailable by the merger. There will be two principal business groupings within the combined group, GlobalRetail and Commercial Banking ("GRCB") and Investment Banking and InvestmentManagement ("IBIM"). GRCB will be led by Frits Seegers, currently CEO of GRCB inBarclays. IBIM will be led by Bob Diamond, Barclays Group President. GLOBAL RETAIL AND COMMERCIAL BANKING ABN AMRO and Barclays bring together two sets of highly complementarygeographies. Approximately 90 per cent. of the combined group's branches will bein seven countries. In Europe the combination will have leading franchises inthe UK and the Netherlands and attractive positions in the Italian, Spanish andPortuguese markets. Additionally, the combination will have significant exposureto the high growth developing economies of Brazil and South Africa offeringsubstantial revenue and profit growth opportunities. The combined group willalso leverage on ABN AMRO's fast growing Asian business. Customers will benefit from the enhanced product capabilities of the combinedgroup drawing on, for example, ABN AMRO's global cash and paymentsinfrastructure and Barclays expertise in credit cards. ABN AMRO and Barclays are both recognised leaders in commercial banking. Theyboth have substantial market positions in the mid-market segment. The mergerwill accelerate Barclays ambition to develop its business banking activitiesglobally. The franchise will be further strengthened by the linkage between astrong investment banking product range and the track record of both ABN AMROand Barclays in selling investment banking products to mid-market clients acrossthe combined group's broad geographic footprint. There is significant opportunity for increased cost efficiency through theoptimisation of the operating infrastructure and processes. INVESTMENT BANKING The combination of ABN AMRO and Barclays will support the ambition to be thepremier global investment bank in risk management and financing through enhancedproduct expertise and broader geographic exposure. Barclays existing productcapabilities will be considerably enhanced, particularly in commodities, FX,equities, M&A, corporate broking, structured credit and private equity and itsgeographic and client reach will also be extended significantly into Asia, LatinAmerica and Continental Europe. The combined investment bank will operate on theBarclays Capital scaleable platform and will target an alignment to a topquartile cost:income ratio by 2010. WEALTH MANAGEMENT The combination of ABN AMRO and Barclays will create the world's eighth largestwealth manager, with a leading European onshore franchise with leading positionsin the Netherlands and UK, a strong European franchise across Germany, Belgium,France and Spain and attractive growing positions in Asia and Brazil. Theproduct development capabilities of the combined asset management businesstogether with an extensive distribution network will allow the merged businessto benefit from favourable demographic trends and increasing demand-led clientvolumes. ASSET MANAGEMENT The combined group will be the world's largest institutional asset manager.Barclays Global Investors' world leading index-based, exchange traded fund andquantitative active capabilities will be complemented by ABN AMRO's activefundamental based capabilities. There are expanded opportunities for retaildistribution of the current product set including BGI's rapidly growing iSharesexchange traded funds. 2. Significant Cost Synergies and Revenue Benefits Potential synergies arising from the combination have been assessed by a jointteam from ABN AMRO and Barclays through a detailed bottom up approach involvingbusiness leaders from both banks. Capturing the expected synergies will assistthe management of the combined group in achieving top quartile cost:incomeratios across all businesses by 2010. Below is a summary of the estimated pre-tax annual cost synergies and revenuebenefits that are expected to be realised in the three calendar years commencing2008. •m pre tax annual 2008e 2009e 2010eCost 870 2,080 2,800Revenue (470) - 700Total 400 2,080 3,500 The estimated 2010 annual pre-tax cost synergies are equivalent to approximately9 per cent. of 2006 combined group costs excluding LaSalle and revenue benefitsare equivalent to approximately 1 per cent. of combined group revenues excludingLaSalle. Of the estimated cost synergies of €2,800m, approximately 57 per cent.relate to headcount rationalisation; 29 per cent. are derived from a reductionin IT and telecoms hardware, software and development spend; and the remaining14per cent. is derived from a number of sources including property anddiscretionary spend. GLOBAL RETAIL AND COMMERCIAL BANKING It is estimated that the pre-tax annual cost synergies in retail and commercialbanking will be €1,650m in 2010, representing approximately 10 per cent. of thecombined retail and commercial cost base excluding LaSalle. The cost synergiesare expected to result from the consolidation of the retail and commercialbanking activities into a universal banking model including: • best practice off-shoring, improved procurement and real estate rationalisation • the consolidation of data centres and supporting IT networks • the use of ABN AMRO's trade and payments back office operations in the Barclays network and integration of card operations under Barclaycard • the reduction of overlaps in management structures and the retail and commercial operations in the eight overlapping countries. Revenue benefits are estimated to amount to at least €150m pre-tax in 2010,which is equivalent to 0.5 per cent. of combined revenues. These are expected tobe primarily derived from extending ABN AMRO's broader cash management productoffering, increasing ABN AMRO's revenue per credit card towards Barclayscomparable levels and realising the network benefits of the increased globalmarket presence. INVESTMENT BANKING The estimated annual pre-tax cost synergies in investment banking in 2010 areexpected to amount to approximately €850m. Pre tax cost synergies are equivalentto 8 per cent. of combined costs. The cost synergies are expected to be derivedfrom the integration of the two banks operations onto one operating platform andsubsequent reduction of back office staff and non-staff cost. It is estimated that revenue benefits, net of assumed revenue attrition, ininvestment banking in 2010 will be €500m pre-tax, equivalent to 3 per cent. ofcombined revenues. These benefits are expected to be derived from offering astronger and broader product set to the combined client base and building on theproductivity gains within ABN AMRO's investment banking operations. It isexpected that, in addition to the revenue benefits, the combined business willcontinue to be able to deliver attractive organic growth consistent withBarclays Capital's existing prospects. OTHER SYNERGIES It is estimated that further cost synergies of €200m will arise from therationalisation of the two head offices and approximately €100m will arise fromthe reduction of overlap in wealth and asset management. Further revenue benefits of approximately €50m are estimated to arise primarilyin the wealth and asset management businesses as a result of the enhanceddistribution capabilities of the combined group. INTEGRATION COSTS The total pre-tax integration cost of realising the synergy benefits isestimated to be €3,600m of which approximately €2,160m is expected to beincurred in 2008, approximately €1,080m is expected to be incurred in 2009 andapproximately €360m is expected to be incurred in 2010. Employee rights will besafeguarded under applicable law and any redundancies will be subject to theapplicable process of employee consultation. OVERVIEW OF HEADCOUNT RATIONALISATION ABN AMRO and Barclays have identified the possibility of rationalising thenumber of staff of the combined group through a combination of naturalattrition, offshoring and outsourcing as well as redundancies. Therationalisation of headcount is expected to be implemented over 3 yearsfollowing completion of the Offer. The reduction in staff is a necessary part of the envisaged synergies from thecombination of the two banks. Part of the expected staff reduction will bethrough establishing shared services and offshoring those positions to low costlocations, such as India where new staff will be recruited at ABN AMRO'sexisting ACES operations. It is expected that the combination of Barclays and ABN AMRO will result in anet reduction in staff of approximately 12,800. In addition, it is expected thatapproximately 10,800 full-time equivalent positions will be offshored tolow-cost locations. This will impact a gross total of approximately 23,600full-time equivalent positions of the combined work force of approximately217,000. (Barclays has c.123,000 employees, ABN AMRO c.94,000 excluding LaSalle) ABN AMRO and Barclays are aware of the fact that these measures can havedifficult consequences for a number of staff. When it comes to matters affectingour staff, both ABN AMRO and Barclays have a good reputation and are committedto that reputation. ABN AMRO and Barclays will inform and consult with theappropriate employee representative bodies in the relevant countries and willseek all necessary regulatory consents before taking decisions in relation tothese anticipated effects of the merger. ABN AMRO and Barclays will honour allagreements with their respective unions. 3. Board Composition The combined group will have a UK corporate governance structure with a unitaryBoard. Arthur Martinez will be the Chairman, John Varley will be the CEO and BobDiamond will be the President. Marcus Agius will become Deputy Chairman of thecombined group and will remain Chairman of Barclays Bank plc. It is intendedthat he will succeed Arthur Martinez as Chairman of the combined group whenArthur Martinez retires. In addition to the Chairman and Deputy Chairman, therewill be 12 non-executive directors, with 5 initially nominated by Barclays and 7initially nominated by ABN AMRO. Rijkman Groenink, the current Chairman of theManaging Board of ABN AMRO will be one of the non-executive directors appointedby ABN AMRO. In addition to the CEO and President, the new Board will includeFrits Seegers, Huibert Boumeester, and Chris Lucas as executive directors. 4. Management and Operating Model The head office of the combined group will be located in Amsterdam. Managementof the combined group will be the responsibility of a Group Executive Committee,which will be chaired by the Group CEO and will consist of: • John Varley, Group Chief Executive • Bob Diamond, Group President and CEO of IBIM • Frits Seegers, CEO of GRCB • Piero Overmars, CEO of Continental Europe and Asia, GRCB • Ron Teerlink, Chief Operating Officer of GRCB • Paul Idzik, Group Chief Operating Officer • Chris Lucas, Group Finance Director • Huibert Boumeester, Group Chief Administrative Officer Wilco Jiskoot will become a Vice Chairman of Barclays Capital with seniorresponsibility for client relationships. Investment Banking and Investment Management will be headquartered in London andwill comprise: • Barclays Capital which will incorporate Barclays Capital and ABN AMRO Global Markets and Global Clients and ABN AMRO Private Equity businesses • Barclays Global Investors and ABN AMRO Asset Management • Wealth Management which will incorporate Barclays Wealth and ABN AMRO Private Clients Global Retail and Commercial Banking will be headquartered in Amsterdam and willincorporate the retail & commercial banking operations of the combined group,including: • Barclays UK Retail Banking and UK Business Banking, International Retail and Commercial Banking and Barclaycard Operations • ABN AMRO's Transaction Banking, BU Netherlands, BU Europe (ex Global Markets), Antonveneta, BU Latin America and BU Asia 5. Regulation and Tax The FSA and DNB have agreed that the FSA will be lead supervisor of the combinedgroup and that the DNB and FSA will be the consolidated supervisors of the ABNAMRO and Barclays groups respectively. The FSA and DNB will agree the detail ofhow the close working relationship between them will work to achieve effectivesupervision of the combined group. Barclays, which will be the holding company for the combined group, will remainUK incorporated, and is expected to remain UK tax resident. 6. Capital Management and Dividend Policy ABN AMRO Bank N.V. and Barclays Bank PLC will seek to maintain their strongcredit ratings. The combined group will take a disciplined approach to capitaloptimisation and will target an Equity Tier 1 ratio of 5.75 per cent. and a Tier1 ratio of 7.75 per cent., which broadly approximate to the current pro formaratios for the combined group. It has been assumed, for the purpose ofestimating financial effects, that excess equity over and above the targetEquity Tier 1 ratio after accounting for dividends and organic growth in riskweighted assets would be returned to shareholders by way of share buybacks. It is expected that the combined group will maintain Barclays and ABN AMRO'sprogressive dividend policy and that dividends per share will grow approximatelyin line with earnings per share over the longer term. With the combined group'sannual dividend approximately twice covered by cash earnings, the management ofthe combined group believe that balance between income distribution toshareholders and earnings retention to fund growth is appropriate. It is alsoexpected that the combined group will continue Barclays practice of weightingthe annual dividend towards the final dividend to maintain flexibility. It isnot expected that the dividends per share in 2008 will be materially differentto the dividend Barclays would have expected to distribute to shareholders hadthe merger not occurred. The combined group will present financial statements inEuro and shareholders will be able to receive dividends in either Sterling orEuro. 7. Terms of the Offer The Offer values each ABN AMRO ordinary share at €36.25 based on the share priceof Barclays ordinary shares on 20 April 2007 taking into account that ABN AMROordinary shareholders will be entitled to receive the declared €0.60 2006 finaldividend. In addition, depending on the timetable to completion, ABN AMROordinary shareholders will also benefit from Barclays 2007 final dividend, whichhas a greater final dividend to total dividend weighting than ABN AMRO. Subject to the satisfaction or waiver of certain pre-Offer conditions, Barclayswill make the Offer to ABN AMRO ordinary shareholders pursuant to which theywill receive: 3.225 New Barclays Shares for every 1 ABN AMRO ordinary share 0.80625 New Barclays ADSs for every 1 ABN AMRO ADS The total consideration equates to €67 billion and the implied value per ABNAMRO ordinary share represents a price to 2006 reported earnings multiple of14.2 times and a price to 2006 book multiple of 2.8 times. The Offer representsa premium for ABN AMRO ordinary shareholders of approximately: 33 per cent. to the share price of ABN AMRO ordinary shares on 16 March 2007,the last trading day prior to the announcement that ABN AMRO and Barclays werein talks 49 per cent. over the average share price of ABN AMRO ordinary shares in the 6months up to and including to 16 March 2007 Under the terms of the Offer, existing ABN AMRO ordinary shareholders will ownapproximately 48 per cent. of the issued ordinary share capital of the combinedgroup and existing Barclays ordinary shareholders would own approximately 52 percent. of the issued ordinary share capital of the combined group, assuming allof the ABN AMRO ordinary shares and ADSs currently in issue are tendered underthe Offer. It is expected the proposed merger will lead to significant accretion in ABNAMRO's cash earnings per share for accepting ABN AMRO ordinary shareholders oncompletion of the Offer. For accepting ABN AMRO ordinary shareholders, dividendincome from their ownership of New Barclays Shares would have been 28 per cent.higher than the dividend income from their ABN AMRO ordinary shares on the basisof ABN AMRO and Barclays 2006 dividends. It is expected that the proposed mergerwill be 5 per cent. accretive to Barclays cash earnings per share in 2010. Thedirectors of Barclays expect that the return on investment will be approximately13 per cent. in 2010. Barclays intends to put forward a proposal for all the depository receipts whichrepresent the ABN AMRO convertible financing preference shares consistent withthe terms of the prospectus dated 31 August 2004 relating to the ABN AMROconvertible financing preference shares. A cash offer will be made for theissued and outstanding formerly convertible preference shares of €27.65, theclosing price on 20 April 2007. The aggregate consideration payable for theformerly convertible preference shares will be in the region of €1.2 million. The members of ABN AMRO's Managing Board and Supervisory Board have each agreedto undertake to tender all ABN AMRO ordinary shares held by them under theOffer, such undertakings being revocable jointly with their recommendations. It is intended that holders of options and awards under ABN AMRO share schemeswill be offered the ability to exercise their options or awards or, wherepracticable, the opportunity to roll their awards over into shares of thecombined group subject to certain terms. 8. The New Barclays Shares Application will be made to the UKLA and the London Stock Exchange ("LSE") forthe New Barclays Shares to be admitted to the Official List and to trading onthe LSE. Barclays will also apply for a secondary listing on Euronext AmsterdamN.V.'s Eurolist by Euronext. ABN AMRO and Barclays have received confirmation from the FTSE and Euronextthat, following the Offer, the ordinary shares of the combined group areexpected to qualify for inclusion with a full weighting in the UK Series of theFTSE indices including the FTSE 100 Index and in the AEX-Index (subject to the15 per cent. maximum weighting). It is expected that listing on the LSE will become effective and dealings, fornormal settlement, will begin shortly following the date on which Barclaysannounces that all conditions to the Offer have been satisfied or waived.Listing on Euronext Amsterdam will become effective and dealings, for settlementthrough Euroclear Netherlands, will begin on or around the same date. It is expected that applications will be made to list the New Barclays Sharesand the new Barclays ADSs which represent such New Barclays Shares, on the NewYork Stock Exchange and also to list the New Barclays Shares on the Tokyo StockExchange. Further details on settlement, listing and dealing will be included inthe Offer documentation. The New Barclays Shares will be issued credited as fully paid and will rank paripassu in all respects with existing Barclays ordinary shares and will beentitled to all dividends and other distributions declared or paid by Barclaysby reference to a record date on or after completion of the Offer but nototherwise. Barclays pays dividends semi-annually. It is expected that the recorddate for the interim dividend declared by Barclays in respect of 2007 will bebefore completion of the Offer. ABN AMRO shareholders are expected to beentitled to receive and retain the ABN AMRO interim dividend in respect of 2007(expected to be paid on 27 August 2007). Further details of the rights attaching to the New Barclays Shares and adescription of any material differences between the rights attaching to thoseshares and the ABN AMRO ordinary shares will be set out in the Offerdocumentation. 9. Sale of LaSalle Separate to this announcement, ABN AMRO today also announced the sale of LaSalleto Bank of America for US$21 billion in cash. ABN AMRO will retain its NorthAmerican capital markets activities within its Global Markets unit and GlobalClients divisions as well as its US Asset Management business. The sale ofLaSalle is expected to be completed in Q4 2007 and is subject to regulatoryapprovals and other customary closing conditions. The agreement with Bank ofAmerica permits ABN AMRO to execute a similar agreement for a higher offer forthe business for a period of 14 calendar days from 22 April 2007, permits Bankof America to match any higher offer and provides for a termination fee ofUS$200 million payable to Bank of America if the agreement is terminated undercertain limited circumstances. The purchase price is subject to certainadjustments linked to the financial performance of LaSalle before the closing ofthe sale to Bank of America. The consummation of the sale of LaSalle is an offer condition to the proposedmerger. Taking into account the excess capital released by the sale of LaSalle,it is estimated that approximately €12 billion will be distributed to theshareholders of the combined group in a tax efficient form, primarily throughbuy backs, after completion of the merger. As at 31 December 2006, LaSalle had more than US$113 billion in tangible assetsand a tangible book value of US$9.7 billion, adjusted for businesses retainedand the previously announced sale of the mortgage operations unit and presentedon a US GAAP basis. For the year ended 31 December 2006, LaSalle, presented onthe same basis, had net income of US$1,035 million. On the basis of the above,the purchase price of US$21 billion represents a 2006 price to earnings multipleof 20.3 and a 2006 price to tangible book value multiple of 2.2. 10. The Merger Protocol The expectation that ABN AMRO and Barclays would reach an agreement on theintended Offer was realised after meetings of the Barclays Board in London andthe ABN AMRO Managing Board and Supervisory Board in Amsterdam. Following thosemeetings, ABN AMRO and Barclays entered into a merger protocol (the "MergerProtocol"). The commencement of the Offer is subject to the satisfaction or waiver ofcertain pre-Offer conditions customary for transactions of this type and certainother pre-Offer conditions including those summarised in Appendix III. Whenmade, the Offer will be subject to the satisfaction or waiver of certain Offerconditions customary for transactions of this type and certain other Offerconditions including those summarised in Appendix III. The terms of the Merger Protocol restrict ABN AMRO from initiating orencouraging discussions or providing confidential information in relation to anyproposal which may form an alternative to the Offer. However, ABN AMRO's Boardsmay withdraw their recommendations of the Offer if their Boards, acting in goodfaith and observing their fiduciary duties to best serve the interests of ABNAMRO and all its stakeholders, determine an alternative offer to be morebeneficial than the Offer. ABN AMRO's Boards will not recommend a competingoffer unless Barclays has first had the opportunity to make a revised proposalfor ABN AMRO. If the Merger Protocol is terminated as a result of material breach orwithdrawal of recommendation then the other party must pay a break fee of €200m.Until such termination no other break fees can be agreed with third parties. The exchange ratio of the Offer will be adjusted to reflect certain capitalraisings or capital returns by either party prior to completion of the Offer.Any reduction in the price paid for LaSalle below $21 billion will be treatedas a capital return by ABN AMRO and the exchange ratio will be adjustedaccordingly. 11. Process and Indicative Timetable ABN AMRO and Barclays will seek to obtain all necessary regulatory andcompetition approvals and clearances and will complete all requisite employeeconsultation and information processes as soon as reasonably possible with aview to receiving the required regulatory, competition and other consents orapprovals for the Offer. As soon as reasonably practicable after the pre-Offer conditions have beensatisfied or waived, the transaction documentation will be posted toshareholders, including Offer documentation to ABN AMRO shareholders and acircular to Barclays shareholders seeking approval for the transaction. If the Offer is declared unconditional, it is intended that ABN AMRO's listingsof ordinary shares and formerly convertible preference shares on Eurolist byEuronext Amsterdam N.V. will be terminated as soon as possible. Furthermore,subject to the necessary thresholds being reached, Barclays expects to initiatethe squeeze out procedures permitted by law in order to acquire all ABN AMROshares held by minority shareholders or take such other steps to terminate thelisting and/or acquire shares not otherwise acquired by it, including effectinga legal merger if appropriate. Indicative timetable July 2007 Publication of Offer documentation, Prospectus and Barclays circular to shareholders August 2007 Extraordinary General Meeting of Barclays shareholders to approve the Offer August 2007 Extraordinary General Meeting of ABN AMRO shareholders to consider the Offer Fourth Quarter 2007 Settlement of the Offer The indicative time table is included for illustrative purposes only and may besubject to change. The timeframe between this announcement and the publicationof the Offer documentation is primarily driven by anticipated regulatoryrequirements. 12. Advisors Barclays Capital, Citigroup Global Markets Limited, Credit Suisse Securities (Europe) Limited, Deutsche Bank AG, London Branch, JPMorgan Cazenove Limited andLazard & Co., Limited are acting as financial advisers for Barclays. CliffordChance LLP and Sullivan and Cromwell LLP are acting as legal advisers toBarclays. ABN AMRO Bank N.V. (Corporate Finance), Lehman Brothers Europe Limited, MorganStanley & Co. Limited, N M Rothschild & Sons Limited and UBS Limited are actingas financial advisers for ABN AMRO. Goldman Sachs International is acting asexclusive financial adviser to the Supervisory Board of ABN AMRO. Nauta DutilhN.V., Allen & Overy LLP and Davis Polk & Wardwell are acting as legal advisersto ABN AMRO. Investor, Analyst and Press Information BARCLAYS AND ABN AMRO PRESENTATION TO ANALYSTS AND INVESTORS Barclays and ABN AMRO today announced their agreement on a merger. A meeting for analysts and institutional investors will be hosted by JohnVarley, Barclays Group Chief Executive, Rijkman Groenink, Chairman of theManaging Board of ABN AMRO and Chris Lucas, Barclays Group Finance Director. Thedetails of the meeting are as follows: • Venue: 1 Churchill Place, Canary Wharf, London E14 5HP. The nearest station isCanary Wharf, Docklands Light Railway and Jubilee Line • Date & Time: 23 April 2.00pm - 3.30pm (BST) (3.00pm - 4.30pm (CET)) for aprompt start. Registration will commence at 1.30pm (BST) and coffee will beserved. Please note as seating is limited, it may be necessary to restrict the number ofattendees from each institution. • Slide presentation packs will be available atwww.investorrelations.barclays.com and at www.investor.abnamro.com shortly. If you are unable to attend the meeting in person, you can listen through any ofthe following options: • a live webcast of the event is available at www.investorrelations.barclays.comand at www.investor.abnamro.com • a live conference call by dialling 0845 359 0170 (UK), 0800 022 9132 (NL)or +44 (0)20 3003 2648 (all other locations) and quoting 'Barclays Update'. The webcast and live conference call provide an opportunity to listen remotely(listen only mode) to the live presentation and join in the Q&A session. Areplay of the conference call will be available by dialing 020 8196 1998 (UK),0207 084 179 (NDL) and +44 (0) 20 8196 1998 (all other locations) and enteringthe access code: 815886#. BARCLAYS AND ABN AMRO PRESS CONFERENCES Barclays and ABN AMRO today will hold press conferences for members of the mediain Amsterdam and London. The press conferences which will be hosted by Rijkman Groenink, Chairman of theManaging Board of ABN AMRO and John Varley, Barclays Group Chief Executive. Thedetails of the press conferences are as follows: Amsterdam press conference: • Venue: Gustav Mahlerlaan 10, 1000 EA Amsterdam. The nearest railway and metrostation is Amsterdam Zuid-WTC. • Time: 0900 (CET) (0800 BST) London press conference: • Venue: 1 Churchill Place, Canary Wharf, London E14 5HP. The nearest station isCanary Wharf, Docklands Light Railway and Jubilee Line • Time: 1215 BST (1315 CET). The press conferences can also be accessed through any of the following options: • a live webcast of the event is available at www.abnamro.com (Amsterdam PressConference) and www.newsroom.barclays.com (UK press conference) • a live conference call by dialling 0845 301 4070 (UK), 0800 024 9997 (NL) or+44 (0)20 3003 2648 (all other locations) and quoting Barclays and ABN AMROPress Conference Amsterdam or Barclays and ABN AMRO Press Conference London asappropriate. There will be a separate conference call for Newswires: • Time: 0800 (CET) (0700 BST) The dial in details are as follows and those participating will need to ask forthe Barclays and ABN AMRO Newswires call From the UK: 0845 359 0170From the Netherlands: 0800 022 9132From all other countries: +44 20 3003 2648 The conference calls will be recorded and available for 4 weeks. Replay accessdetails are shown below: From the UK: 020 8196 1998From the Netherlands: 0207 084 179From all other countries: +44 20 8196 1998 Newswires conference call replay PIN number: 509497#Netherlands Press Conference replay PIN number: 101629#UK Press Conference replay PIN number: 515286# A video interview with John Varley, Group Chief Executive of Barclays, can beviewed on Barclays website www.barclays.com where it is also available in audioand transcript. Enquiries: ABN AMRO ANALYSTS AND INVESTORSRichard Bruens +31 20 6287835Alex van Leeuwen +31 20 6287835Dies Donker +31 20 6287835Alexander Mollerus +31 20 6287835 MEDIAJochem van de Laarschot +31 20 6288900Neil Moorhouse +31 20 6288900Piers Townsend +44 207 678 8244 Barclays ANALYSTS AND INVESTORSMark Merson +44 20 7116 5752James S Johnson +44 20 7116 2927 MEDIA Stephen Whitehead +44 20 7116 6060Alistair Smith +44 20 7116 6132 This announcement is a public announcement as defined in section 9b paragraph 2subsection a and d of the Dutch Securities Markets Supervision Decree (Besluittoezicht effectenverkeer 1995). About ABN AMRO ABN AMRO is a prominent international bank with a clear focus on consumer andcommercial clients in our local markets and focus globally on selectmultinational corporations and financial institutions, as well as privateclients. ABN AMRO ranks eighth in Europe and 13th in the world based on totalassets, with more than 4,500 branches in 53 countries, a staff of more than105,000 full-time equivalents and total assets of EUR 987 billion (as at31 December 2006). Pro forma 2006 attributable profits excluding LaSalle were€3,636m. Pro forma total assets excluding LaSalle were €901bn (as at 31 December2006). Further information about ABN AMRO can be found on our websitewww.abnamro.com About Barclays Barclays is a major global financial services provider engaged in retail andcommercial banking, credit cards, investment banking, wealth management andinvestment management services with an extensive international presence inEurope, the USA, Africa and Asia. It is one of the largest financial servicescompanies in the world by market capitalisation. With over 300 years of historyand expertise in banking, Barclays operates in over 50 countries and employs123,000 people. Barclays moves, lends, invests and protects money for over 27million customers and clients worldwide. For further information about Barclays,please visit our website www.barclays.com. Other information Future SEC Filings and this Filing: Important Information In connection with the proposed business combination transaction between ABNAMRO and Barclays, Barclays expects it will file with the SEC a RegistrationStatement on Form F-4, which will constitute a prospectus, as well as a TenderOffer Statement on Schedule TO and other relevant materials. In addition, ABNAMRO expects that it will file with the SEC a Solicitation/RecommendationStatement on Schedule 14D-9 and other relevant materials. Such documents,however, are not currently available. INVESTORS ARE URGED TO READ ANY DOCUMENTS REGARDING THE POTENTIAL TRANSACTION IFAND WHEN THEY BECOME AVAILABLE, BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION. Investors will be able to obtain a free copy of such filings without charge, atthe SEC's website (http://www.sec.gov) once such documents are filed with theSEC. Copies of such documents may also be obtained from ABN AMRO and Barclayswithout charge, once they are filed with the SEC. This document shall not constitute an offer to buy or sell or the solicitationof an offer to buy or sell any securities in such a proposed transaction, norshall there be any sale of such securities in any jurisdiction in which suchoffer, solicitation or sale would be unlawful prior to registration orqualification under the securities laws of any such jurisdiction. No offering ofsecurities shall be made except by means of a prospectus meeting therequirements of Section 10 of the Securities Act of 1933, as amended. Forward Looking Statements This document contains certain forward-looking statements within the meaning ofSection 21E of the US Securities Exchange Act of 1934, as amended, and Section27A of the US Securities Act of 1933, as amended, with respect to certain of ABNAMRO's and Barclays plans and their current goals and expectations relatingto their future financial condition and performance and which involve a numberof risks and uncertainties. ABN AMRO and Barclays caution readers that noforward-looking statement is a guarantee of future performance and that actualresults could differ materially from those contained in the forward-lookingstatements. These forward-looking statements can be identified by the fact thatthey do not relate only to historical or current facts. Forward-lookingstatements sometimes use words such as 'aim', 'anticipate', 'target', 'expect','estimate', 'intend', 'plan', 'goal', 'believe', or other words of similarmeaning. Examples of forward-looking statements include, among others,statements regarding the consummation of the business combination between ABNAMRO and Barclays within the expected timeframe and on the expected terms (if atall), the benefits of the business combination transaction involving ABN AMROand Barclays, including the achievement of synergy targets, ABN AMRO's andBarclays future financial position, income growth, impairment charges, businessstrategy, projected costs and estimates of capital expenditure and revenuebenefits, projected levels of growth in the banking and financial markets, thecombined group's future financial and operating results, future financialposition, projected costs and estimates of capital expenditures, and plans andobjectives for future operations of ABN AMRO, Barclays and the combined groupand other statements that are not historical fact. Additional risks and factorsare identified in ABN AMRO and Barclays filings with the SEC including ABN AMROand Barclays Annual Reports on Form 20-F for the fiscal year ending December 31,2006, which are available on ABN AMRO's website at www.abnamro.com and Barclayswebsite at www.barclays.com respectively, and on the SEC's website atwww.sec.gov. Any forward-looking statements made by or on behalf of ABN AMRO and Barclaysspeak only as of the date they are made. ABN AMRO and Barclays do not undertaketo update forward-looking statements to reflect any changes in expectations withregard thereto or any changes in events, conditions or circumstances on whichany such statement is based. The reader should, however, consult any additionaldisclosures that ABN AMRO and Barclays have made or may make in documents theyhave filed or may file with the SEC. Nothing in this announcement is intended, or is to be construed, as a profitforecast or to be interpreted to mean that earnings per ABN AMRO or Barclaysshare for the current or future financial years, or those of the combined group,will necessarily match or exceed the historical published earnings per ABN AMROor Barclays share. This document shall not constitute an offer to buy or sell or the solicitationof an offer to buy or sell any securities, nor shall there be any sale ofsecurities in any jurisdiction in which such offer, solicitation or sale wouldbe unlawful prior to registration or qualification under the securities laws ofany such jurisdiction. The availability of the Offer to persons not resident in the United States, theNetherlands and the United Kingdom may be affected by the laws of the relevantjurisdictions (the "Restricted Jurisdictions"). Such persons should informthemselves about and observe any applicable requirements. The Offer will not be made, directly or indirectly, in any RestrictedJurisdiction unless by means of lawful prior registration or qualification underthe applicable laws of the Restricted Jurisdiction, or under an exemption fromsuch requirements. Accordingly, copies of this announcement are not being, andmust not be, mailed or otherwise distributed or sent in, into or from suchRestricted Jurisdiction. Persons receiving this announcement (including, withoutlimitation, custodians, nominees and trustees) must not distribute, mail or sendit in, into or from any Restricted Jurisdiction, and so doing may render anypurported acceptance of the Offer invalid. The New Barclays Shares to be issued pursuant to the Offer have not been, andwill not be, admitted to trading on any stock exchange other than the LondonStock Exchange, Euronext Amsterdam, the New York Stock Exchange and the TokyoStock Exchange. Barclays Capital, which is authorised and regulated in the United Kingdom by theFinancial Services Authority, is acting as joint financial adviser to BarclaysBank PLC and Barclays PLC and is acting for no-one else in connection with theOffer, and will not be responsible to anyone other than Barclays Bank PLC andBarclays PLC for providing the protections afforded to customers of BarclaysCapital nor for providing advice to any other person in relation to the Offer. Citigroup Global Markets Limited ("Citigroup"), which is authorised andregulated in the United Kingdom by the Financial Services Authority, is actingas joint financial adviser to Barclays Bank PLC and Barclays PLC and is actingfor no-one else in connection with the Offer, and will not be responsible toanyone other than Barclays Bank PLC and Barclays PLC for providing theprotections afforded to customers of Citigroup nor for providing advice to anyother person in relation to the Offer. Credit Suisse Securities (Europe) Limited ("Credit Suisse"), which is authorisedand regulated in the United Kingdom by the Financial Services Authority, isacting as joint financial adviser, joint sponsor and joint corporate broker toBarclays Bank PLC and Barclays PLC and is acting for no-one else in connectionwith the Offer, and will not be responsible to anyone other than Barclays BankPLC and Barclays PLC for providing the protections afforded to customers ofCredit Suisse nor for providing advice to any other person in relation to theOffer. Deutsche Bank AG ("Deutsche Bank"), which is authorised under German Banking Law(competent authority: BaFin - Federal Financial Supervising Authority) and withrespect to UK commodity derivatives business by the Financial ServicesAuthority; regulated by the Financial Services Authority for the conduct of UKbusiness. Deutsche Bank is acting as joint financial adviser to Barclays BankPLC and Barclays PLC and is acting for no-one else in connection with the Offer,and will not be responsible to anyone other than Barclays Bank PLC and BarclaysPLC for providing the protections afforded to customers of Deutsche Bank nor forproviding advice to any other person in relation to the Offer. JPMorgan Cazenove Limited ("JPMorgan Cazenove"), which is authorised andregulated in the United Kingdom by the Financial Services Authority, is actingas joint financial adviser, joint sponsor and joint corporate broker to BarclaysBank PLC and Barclays PLC and is acting for no-one else in connection with theOffer, and will not be responsible to anyone other than Barclays Bank PLC andBarclays PLC for providing the protections afforded to customers of JPMorganCazenove nor for providing advice to any other person in relation to the Offer. Lazard & Co., Limted, which is authorised and regulated in the United Kingdom bythe Financial Services Authority, is acting as joint financial adviser toBarclays Bank PLC and Barclays PLC and is acting for no-one else in connectionwith the Offer, and will not be responsible to anyone other than Barclays BankPLC and Barclays PLC for providing the protections afforded to customers ofLazard nor for providing advice to any other person in relation to the Offer. ABN AMRO Bank N.V. (Corporate Finance) is acting as financial adviserexclusively to ABN AMRO Holding N.V. and to no one else in connection with theOffer and will not regard any other person as a client in relation to the Offerand will not be responsible to anyone other than ABN AMRO Holding N.V. forproviding the protections afforded to the clients of ABN AMRO Bank N.V.(Corporate Finance) nor for providing advice in relation to the Offer. Lehman Brothers Europe Limited, which is regulated in the United Kingdom by theFinancial Services Authority, is acting exclusively for ABN AMRO Holding N.V.and no-one else in connection with the Offer and will not be responsible toanyone other than ABN AMRO Holding N.V. for providing the protections affordedto clients of Lehman Brothers Europe Limited nor for providing advice inrelation to the Offer. Morgan Stanley & Co. Limited is acting exclusively for ABN AMRO Holding N.V. andfor no one else in connection with the Offer and will not be responsible toanyone other than ABN AMRO Holding N.V. for providing the protections affordedto clients of Morgan Stanley & Co. Limited nor for providing advice in relationto the Offer. N M Rothschild & Sons Limited is acting as financial adviser exclusively to ABNAMRO Holding N.V. and to no one else in connection with the Offer and will notregard any other person as a client in relation to the Offer and will not beresponsible to anyone other than ABN AMRO Holding N.V. for providing theprotections afforded to the clients of N M Rothschild & Sons Limited nor forproviding advice in relation to the Offer. UBS Limited is acting as financial adviser exclusively to ABN AMRO Holding N.V.and to no one else in connection with the Offer and will not regard any otherperson as a client in relation to the Offer and will not be responsible toanyone other than ABN AMRO Holding N.V. for providing the protections affordedto the clients of UBS Limited nor for providing advice in relation to the Offer. Goldman Sachs International, which is authorised and regulated in the UnitedKingdom by the Financial Services Authority, is acting as financial adviserexclusively to the Supervisory Board of ABN AMRO Holding N.V. and to no one elsein connection with the proposed merger and will not be responsible to anyoneother than the Supervisory Board of ABN AMRO Holding N.V. for providing theprotections afforded to the clients of Goldman Sachs International nor forproviding advice in relation to the Offer. This announcement is published in the Dutch and English language. The Englishversion of the announcement is the only authentic text and shall prevail overthe Dutch text in the event of any contradictions between the two versions. APPENDIX I Pro Forma Financial Information to be filed with the SEC In addition, in order to satisfy its disclosure obligations under US securitieslaws Barclays expects to file today with the SEC a Current Report on Form 6-Kwhich contains, among other things, certain pro forma financial information forBarclays relating to the proposed combination with ABN AMRO. ABN AMRO is alsopreparing to file with the SEC a Current Report on Form 6-K which containscertain pro forma financial information for ABN AMRO prepared in connection withthe proposed sale of LaSalle to Bank of America. Both the Barclays and ABN AMROCurrent Reports on Form 6-K will be available on the SEC's website atwww.sec.gov. The pro forma financial information to be filed with the SEC reflects certainassumptions about the proposed combination and includes appropriate adjustmentsto account for the events directly associated with the proposed combination, butdoes not include any potential revenue and cost synergies. If the proposedcombination does occur, the pro forma financial adjustments, may be subject tomaterial changes, including as a result of a final determination of the fairvalue of the consideration to be provided and the fair values of assets acquiredand liabilities assumed. APPENDIX II Sources and Bases of Information Save as otherwise stated, the following constitute the bases and sources ofcertain information referred to in this announcement: 1. The values placed on the entire issued ordinary share capital of ABNAMRO by the Offer and the proportion of the combined group which will be ownedby ABN AMRO ordinary shareholders and Barclays ordinary shareholders are basedon 1,852,448,094 ABN AMRO ordinary shares (as at 18 April 2007) and6,542,555,046 Barclays ordinary shares in issue as at 20 April 2007. 2. The reference to significant and sustained future incremental earningsgrowth for shareholders of the combined group is not intended, nor should it beconstrued, as a profit forecast or be interpreted to mean that earnings per ABNAMRO or Barclays share for the current or future financial years, or those ofthe combined group, will necessarily match or exceed the historical publishedearnings per ABN AMRO or Barclays share. 3. References to the combined group's cash earnings are references toprofit after tax and minority interests excluding the amortisation of thecombined group's identifiable intangible assets and integration costs incurredin connection with the merger. 4. The available analysts' median forecast of ABN AMRO's earnings for 2010is €5394m. This has been adjusted to remove the proportion of earnings relatingto the LaSalle business being disposed (the LaSalle business representssubstantially all the profits of Business Unit North America ("BUNA")). Thisproportion has been assumed to be 21.7% based on the average contributionforecast by analysts of €1052m to be made by BUNA to ABN AMRO's consensusforecast earnings of €4853m in 2009 (being the last year for which analystssplit out the contribution of BUNA). This has then been used to calculate theexpected return on investment for 2010. The calculation also takes into accountinterest income on retained capital, the potential cost synergies and revenuebenefits arising from the merger, the associated restructuring cost and theconsideration paid, less approximately €12bn distributed to shareholders takinginto account the excess capital released by the sale of LaSalle. Neither thereference to ABN AMRO's earnings for 2010 nor the return on investment statementare intended, nor should they be construed, as a profit forecast or beinterpreted to mean that earnings per ABN AMRO or Barclays share for the currentor future financial years, or those of the combined group, will necessarilymatch or exceed the historical published earnings per ABN AMRO or Barclaysshare. 5. The total consideration of €67,151m is based on the closing price ofBarclays ordinary shares on 20 April 2007. 6. The implied price to earnings multiple has been calculated using 2006profit attributable to ABN AMRO shareholders of €4,715 million. 7. The implied price to book multiple has been calculated using equityattributable to ABN AMRO shareholders as at 31 December 2006 of €23,597 million. 8. All share prices quoted for ABN AMRO and Barclays shares are closingprices, derived from Reuters. 9. The exchange rate used in this announcement is • 1.4739 : £1.00 aspublished in the Financial Times on 21 April 2007 10. The financial information relating to Barclays has been extracted fromits consolidated audited annual accounts for the years to which such informationrelates and the interim unaudited financial statements for the relevant periodsas published by Barclays, all of which are prepared in accordance with IFRS. 11. The financial information relating to ABN AMRO has been extracted fromits consolidated audited annual accounts for the years to which such informationrelates and the interim and quarterly unaudited financial statements for therelevant periods as published by ABN AMRO for the relevant periods, all of whichare prepared in accordance with IFRS. APPENDIX III PRE-OFFER CONDITIONS • No material adverse change in respect of Barclays or ABN AMRO. • No third party has indicated an intention to take any frustratingaction. • All necessary notifications, filings and applications in connectionwith the Offer have been made and all authorisations required to make the Offerhave been obtained. • The authorisations required to complete the agreement with Bank of America toacquire LaSalle or a sale and purchase agreement with another party withrespect to the acquisition of LaSalle have been obtained. • Barclays and ABN AMRO have received notification from each of the DNBand the FSA confirming that the FSA will be lead supervisor of the combinedgroup and the DNB and the FSA will be the consolidated supervisors of the ABNAMRO and Barclays Groups respectively. • 60 calendar days have passed following the date that Barclaysapplication under Section 3 of the United States Bank Holding Company Act of1956, if required, has been accepted for processing. • Clearances and confirmations from the relevant tax authorities in TheNetherlands and the United Kingdom that Barclays will remain UK tax residenthave been obtained. • All requisite employee consultations and information procedures withemployee representative bodies of Barclays and ABN AMRO have been completed. • All requisite corporate action has been taken in connection with theappointment of certain individuals to the managing board and supervisory boardof ABN AMRO Bank N.V., subject to and with effect as of the time the Offer isdeclared unconditional. • Neither party becoming subject to any materially burdensome regulatorycondition. • There is no indication that the New Barclays Shares will not beadmitted to the Official List of the UKLA, admitted to trading on the mainmarket for listed securities of the LSE, authorised for listing on the LSE,Euronext Amsterdam and the Tokyo Stock Exchange and the New Barclays Shares, andBarclays ADSs representing such shares or a portion thereof have been approvedfor listing on the NYSE. • There has been no event, circumstance or series of linked events orcircumstances that was not fairly disclosed in the annual reports and the annualaccounts for 2006 of ABN AMRO and Barclays respectively or otherwise disclosedand that can reasonably be expected to have a negative impact on theconsolidated operating income in 2006 of ABN AMRO or Barclays of 5 per cent. ormore. • The Merger Protocol has not been terminated. OFFER CONDITIONS • At least 80 per cent. of the issued ordinary shares of ABN AMRO havebeen tendered under the Offer or are otherwise held by Barclays. • No material adverse change in respect of Barclays or ABN AMRO. • No third party has indicated an intention to take any frustratingaction. • All necessary filings, notifications, and applications in connectionwith the Offer have been made and all authorisations and consents have beenobtained and relevant waiting periods have expired. • The agreement with Bank of America to acquire LaSalle has completed inaccordance with its terms or a sale and purchase agreement with another partywith respect to sale of LaSalle has completed in accordance with its terms. • The competent regulatory authorities in the Netherlands have given theirdeclaration of no objection and the FSA has notified its approval of eachperson who will acquire control over any United Kingdom authorised personwhich is a member of the combined group or the relevant waiting period hasexpired. • Barclays and ABN AMRO have received confirmation from the DNB that ithas no objection to the parties proposal for the composition of the ManagingBoard and Supervisory Board of ABN AMRO Bank N.V. and the FSA has approvedthe appointment of certain nominated individuals to the board of directorsof Barclays Bank PLC following consummation of the Offer. • The European Commission has declared the Offer compatible with thecommon market or has granted its approval to the Offer and the applicablewaiting period under the HSR Act in relation to the Offer has expired orbeen terminated. • Neither Barclays nor ABN AMRO has received any notification from the DNBor the FSA that there is likely to be a change in the supervisory, reportingor regulatory capital arrangements that will apply to the combined group. • The tax clearances from the relevant UK and Dutch tax authorities havenot been withdrawn or amended. • Confirmation has been given that the New Barclays Shares will beadmitted to the Official List of the UKLA, admitted to trading on the mainmarket for listed securities on the Official List of the LSE, authorised forlisting on Euronext Amsterdam and the Tokyo Stock Exchange and the NewBarclays Shares and the Barclays ADS representing such shares or a portionthereof have been approved for listing on the NYSE. • The general meetings of shareholders of ABN AMRO and Barclays havepassed all agreed or required resolutions. • There has been no event, circumstance or series of linked events orcircumstances that was not fairly disclosed in the annual reports and theannual accounts for 2006 of ABN AMRO and Barclays respectively or otherwisedisclosed and that can reasonably be expected to have a negative impact onthe consolidated operating income in 2006 of ABN AMRO or Barclays of 5 percent. or more. • The Merger Protocol has not been terminated. This information is provided by RNS The company news service from the London Stock ExchangeRelated Shares:
Barclays