14th Sep 2007 10:39
Barclays PLC14 September 2007 The Offer is not being made, directly or indirectly, in or into, andconsequently this announcement is not for distribution, directly or indirectly,in or into, any Restricted Jurisdiction. This document shall not constitute anoffer to sell or buy or the solicitation of an offer to buy or sell securities,nor shall there be any sale or purchase of securities in any jurisdiction inwhich such offer, solicitation or sale would be unlawful. The availability ofthe Offer to persons not resident in the Offer Jurisdictions may be affected bythe laws of the relevant jurisdictions. Such persons should inform themselvesabout and observe any applicable requirements. This announcement replaces the EGM Statement announced at 10.03 on 14 September2007 under RNS number 8655D. The original announcment did not include the appropriate rubric. 14 September 2007 BARCLAYS PLC EXTRAORDINARY GENERAL MEETING CHIEF EXECUTIVE'S STATEMENT BY JOHN VARLEY Our strategy is to increase the rate of growth in Barclays by diversifying ourearnings base. That means maximising the alignment between Barclays and growthin the industry. The sources of growth in the industry are, as we see it,clearly observable and the growth opportunity is large. In the knowledge that the industry would grow strongly around the world, we setout some years ago on a journey of transformation in Barclays. To be precise:that journey was to transform the UK clearing bank of the 1990s into theuniversal bank of today. By developing world class capabilities in Barclays wehave been able to redefine the growth opportunity for our shareholders. Andwe've also been able to redefine the geographical footprint on which we canlegitimately expect to compete successfully. This strategy has delivered strongly. Group profits have doubled as thepercentage contribution from outside the United Kingdom has more than doubled. We're clear that the best vehicle in which to drive fast towards growth in theindustry over the course of the coming years is a universal banking business.That's why we describe our goal as being to position Barclays as one of ahandful of universal banks leading the global industry. And that's why we decided to pursue the ABN AMRO opportunity when it presenteditself. The pursuit of merger with ABN AMRO represents no change of strategy.But it does represent an unusual and large opportunity to increase the speed ofstrategy implementation. That's why it has been right for us to pursue this opportunity and that is whyit's right for us, on the right terms, to seek to conclude the mergersuccessfully. Together with the people of ABN AMRO we would be creating acompetitive force that would, by dint of brand, physical footprint andcapability, be very well equipped to take market share in a growing market. The standalone Barclays offers significant growth to our shareholders throughtime. A successful merger with ABN AMRO would create incremental growth beyondthat. Although we are committed to capturing, through the merger with ABN AMRO, thecost synergies which we've announced the opportunity is not a cost basedopportunity. The real opportunity is a revenue based opportunity, driven bycombining two strong franchises, with great customer and client relationshipsaround the world. Throughout the period since we announced our intention to merge with ABN AMRO,we've been clear in saying to ABN AMRO shareholders that the merger withBarclays offers growth, certainty and deliverability. Most of the offer consideration will be delivered in Barclays stock. As thevaluation of banks around the world has fallen in response to market turbulence,so too has the see-through value of our offer to ABN AMRO shareholders. In otherwords, our shareholders have a significant degree of protection against ouroverpaying by virtue of the market based nature of the majority of theconsideration that we pay. In formulating our offer, we have benefited from the support of two major newAsian shareholders, Temasek and China Development Bank. We have, as part ofthis, entered into a strategic partnership with China Development Bank whichallows Barclays unprecedented access to the Chinese market, and to Chinesecompanies as they do business around the world. This partnership, of itself, isa very valuable step forward for us, and brings us significantly heightenedexposure to Asia that is so important to our strategy. The partnership withChina Development will continue, irrespective of the outcome of the merger withABN AMRO, as will our relationship with Temasek, who will be a valuable sourceof guidance and advice to us as we grow our Asian businesses. I made reference a moment ago to the terms on which we would be prepared toproceed. We've always been very clear that the merger terms must satisfy oureconomic tests, which are tough. That's why we have been consistent in promisingour shareholders that we will not lose sight of economic reality in our pursuitof the merger objective. And putting that bluntly, that means being prepared towalk away if we can't conclude the transaction on the right terms. The shareholders of ABN AMRO will make their decision in early October. At thattime they will have to assess the value of our offer by reference, among otherthings, to where our stock price is trading at the time, and to its potential toincrease in the future when markets return to normal. And they will also have toassess the deliverability of the offer from the Consortium. As things stand today, our bid is some five and a half Euros per share belowthat of the Consortium. We have met many of ABN AMRO's shareholders over thecourse of the last months. We've been clear in saying to them that they willhave an opportunity to tender their shares in response to our offer. We takethat commitment seriously. They have until 4 October, which is when our offercloses, to make their decision. Meanwhile, as the stock market valuation of ABNAMRO indicates, there are uncertainties in the period ahead for the Consortium.The current value of ABN AMRO shares stands at a 8% discount to the Consortiumoffer. So the stock market, which is seldom wrong about these things, isindicating at the moment that the outcome is far from certain. We are very grateful for the support that we have had from our shareholdersthrough the last months as we have examined and pursued the merger. We know thatthat support depends on trust: trust that we will honour our commitments; thatwe will deliver on our promises; that we will only proceed in circumstanceswhere it is economically rational to do so. Before we take your questions, I want to give you a short update on currenttrading. This is a time of uncertainty in the markets, where there has beenconsiderable turbulence over the summer. So it's a time when perhaps you, ourowners, would appreciate an update from us on how we've done during the summer.We are, of course, conscious of our continuous obligation to update the marketon developments which are material. As we reported earlier this week, BarclaysCapital traded profitably in each of July and August and our expectation is thatit will continue to do so during the rest of the year. In saying that, I am, ofcourse, taking account of all costs, impairment and up to date marketvaluations. We feel confident that the growth rates through time that we have alwaysprojected for Barclays Capital and Barclays Global Investors remain unchanged.In relation to Barclays Global Investors and to Barclays Wealth, these twobusinesses have been performing in line with our expectations since we lastupdated you in early August. The underlying trends in our Global Retail andCommercial Banking businesses - which we reported for the first half of the year- have continued, excepting of course that July and August are often quietermonths because of the holiday season. Group Liquidity remains strong, and ourcapital ratios are in line with our targets. Good businesses should be capable of benefiting from mergers and acquisitions,but they should not be dependent on m and a for development and growth. Weremain confident in our ability to generate good returns for our owners throughtime, whatever the outcome of this chapter of our history. So, ladies and gentlemen, I repeat the welcome of the Chairman, and I now handyou back to him for the formal business of the meeting. Enquiries: For further information please contact Investor Relations Media Relations Mark Merson Alistair Smith/Robin Tozer +44 (0) 20 7116 5752 +44 (0) 20 7116 6132/6586 Other information Important Information This is an announcement within the meaning of article 9b paragraph 1 of theDutch Securities Market Supervision Decree (Besluit toezicht effectenverkeer1995). 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. The Offer is being made into The Netherlands, the United Kingdom, the UnitedStates, Austria, Belgium, Canada, France, Germany, Ireland, Luxembourg, Norway,Singapore, Spain and Switzerland, as well as any other jurisdiction where theOffer is capable of being lawfully made in compliance with local laws (togetherthe ''Offer Jurisdictions'') but the Offer is not being made, directly orindirectly, in or into Italy, Japan or any other jurisdiction (other than theOffer Jurisdictions) where the making of this Offer is not in compliance withlocal laws (such a jurisdiction, a ''Restricted Jurisdiction'') and may not beaccepted from within any of the Restricted Jurisdictions (except for Italy)where the making of this Offer is not in compliance with local laws. Accordingly, copies of the Offer documentation are not being, and must not be,directly or indirectly, mailed or otherwise distributed, forwarded ortransmitted in, into or from Italy, Japan or any other Restricted Jurisdictionand all such persons receiving such documents (including, without limitation,custodians, nominees and trustees) should observe these restrictions and mustnot mail or otherwise distribute, forward or transmit them in, into or fromItaly, Japan or any other Restricted Jurisdiction. Persons (including, withoutlimitation, custodians, nominees and trustees) who intend or would intend tosend, mail or otherwise distribute the Offer documentation or any documentsrelating thereto should read the restrictions on distribution set out in theOffer documentation and should inform themselves about and observe anyapplicable requirements before taking any action. The Offer has not received clearance from the Commissione Nazionale per leSociet a e la Borsa (CONSOB) pursuant to Italian securities laws andimplementing regulations (in particular under Section 102 of Italian LegislativeDecree No. 58 dated 24 February 1998). Consequently, any form of solicitation(i.e. any offer, invitation to offer or promotional advertisement) ofacceptances of the Offer by ABN AMRO shareholders and/or ABN AMRO ADS holdersbased in Italy will be contrary to Italian laws and regulations. Application forauthorisation by the relevant Italian authorities for the launching of an offerfor ABN AMRO shares and/or ABN AMRO ADSs in the Republic of Italy has not yetbeen and is not currently intended to be made. Accordingly, Italian ABN AMROshareholders and/or ABN AMRO ADS holders are hereby notified that, to the extentsuch ABN AMRO shareholders and/or ABN AMRO ADS holders are persons or entitiesresident and/or located in the Republic of Italy and until and to the extentthat the relevant authorization has been obtained from the Italian authorities,the Offer is not made in or into Italy, as such would not be in compliance withlocal laws. Neither the Offer documentation nor any other offering materialsrelated to the Offer or the ABN AMRO shares or ABN AMRO ADSs may be distributedor made available in the Republic of Italy. SEC Filings In connection with the proposed business combination transaction between ABNAMRO Holding N.V. ("ABN AMRO") and Barclays PLC ("Barclays"), Barclays has filedwith the U.S. Securities and Exchange Commission ("SEC") a RegistrationStatement on Form F-4 ("Form F-4"), which includes the Barclays offer document/prospectus. Barclays has also filed with the SEC a Statement on Schedule TO andhas filed and will file other relevant materials. In addition, ABN AMRO hasfiled with the SEC a Recommendation Statement on Schedule 14D-9 and has filedand will file other relevant materials. Barclays has mailed the offer document/prospectus to holders of ABN AMRO ordinary shares located in the United Statesand Canada and to holders of ABN AMRO ADSs located in certain jurisdictionsworldwide. INVESTORS ARE URGED TO READ THE FINAL OFFER DOCUMENT/PROSPECTUS AND ANYDOCUMENTS REGARDING THE POTENTIAL TRANSACTION IF AND WHEN THEY BECOME AVAILABLE,BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION. Investors can obtain a free copy of the Form F-4, the offer document/prospectusand other Barclays filings without charge, at the SEC's website (www.sec.gov).Copies of such documents may also be obtained from Barclays without charge. Forward-looking Statements This document contains certain forward-looking statements with respect tocertain of Barclays plans and their current goals and expectations relatingto their future financial condition and performance and which involve a numberof risks and uncertainties. Barclays caution readers that no forward-lookingstatement is a guarantee of future performance and that actual results coulddiffer materially from those contained in the forward-looking statements. Theseforward-looking statements can be identified by the fact that they do not relateonly to historical or current facts. Forward-looking statements sometimes usewords such as 'aim', 'anticipate', 'target', 'expect', 'estimate', 'intend','plan', 'goal', 'believe', or other words of similar meaning. Examples offorward-looking statements include, among others, statements regarding theconsummation of the business combination between ABN AMRO and Barclays withinthe expected timeframe and on the expected terms (if at all), the benefits ofthe business combination transaction involving ABN AMRO and Barclays, includingthe achievement of synergy targets, ABN AMRO's and Barclays future financialposition, income growth, impairment charges, business strategy, projected costsand estimates of capital expenditure and revenue benefits, projected levels ofgrowth in the banking and financial markets, the combined group's futurefinancial and operating results, future financial position, projected costs andestimates of capital expenditures, and plans and objectives for futureoperations of ABN AMRO, Barclays and the combined group and other statementsthat are not historical fact. Additional risks and factors are identified in ABNAMRO and Barclays filings with the SEC including ABN AMRO and Barclays AnnualReports on Form 20-F for the fiscal year ending December 31, 2006, which areavailable on ABN AMRO's website at www.abnamro.com and Barclays website atwww.barclays.com respectively, and on the SEC's website at www.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 information is provided by RNS The company news service from the London Stock ExchangeRelated Shares:
Barclays