6th Aug 2007 07:01
Barclays PLC06 August 2007 This document shall not constitute an offer to sell or buy or the solicitationof an offer to buy or sell securities, nor shall there be any sale or purchaseof securities in any jurisdiction in which such offer, solicitation or salewould be unlawful prior to registration or qualification under the securitieslaws of any such jurisdiction. The availability of the Offer to persons notresident in the United States, the Netherlands and the United Kingdom may beaffected by the laws of the relevant jurisdictions. Such persons should informthemselves about and observe any applicable requirements. Barclays PLC 6 August 2007 Barclays Merger with ABN AMRO - Publication of Offer Documentation andCommencement of Offer Period Further to the announcement of 23 July 2007, setting out the revised terms ofBarclays offer for the shares of ABN AMRO Holding N.V. ("ABN AMRO"), Barclaysannounces that it has received the regulatory clearances required to publish itsoffer documentation and is formally launching its offer for ABN AMRO, which willopen for acceptance tomorrow. Barclays is making an offer for all of the issued and outstanding ordinaryshares, American depositary shares representing ordinary shares ("ABN AMROADSs"), depositary receipts issued for convertible preference finance shares("ABN AMRO DR Preference Shares") and formerly convertible preference financeshares of ABN AMRO (the "Offer"). OFFER CONSIDERATION AND EXCHANGE RATIOS: - 2.13 Barclays Ordinary Shares and EUR 13.15 in cash for each ABN AMRO Ordinary Share - 0.5325 Barclays ADSs and the US dollar equivalent of EUR 13.15 (1) in cash for each ABN AMRO ADS - EUR 0.59 in cash for each ABN AMRO DR Preference Share or, if the holders of ABN AMRO DR Preference Shares so choose and subject to the passing of the Preference Share Resolutions at the Barclays Shareholder Meetings, 0.59 of a Barclays Preference Share for each ABN AMRO DR Preference Share - EUR 27.65 in cash for each ABN AMRO Formerly Convertible Preference Finance Share OFFER DOCUMENTATION Barclays is today publishing several documents in connection with the Offer (the"Offer Documentation"): - an offer document which contains, inter alia, the terms and conditions of the Offer (the "Offer Document"); - a US offer document, filed by Barclays on a registration statement on Form F-4 (the "US Offer Document"); - a prospectus relating to the New Barclays Ordinary Shares and the New Barclays Preference Shares to be issued in connection with the Offer (the "Prospectus"); - a circular to Barclays shareholders which includes notices convening Barclays Shareholder Meetings to be held on 14 September 2007 (the "Circular"); and - a prospectus relating to the Barclays (Netherlands) Shares to be issued in connection with the Offer (the "Barclays (Netherlands) Prospectus"). The information in this announcement is not complete and additional informationis contained in the Offer Documentation. ABN AMRO Shareholders are advised toreview the Offer Documentation in detail and to seek independent advice whendeemed appropriate in order to reach a balanced judgement on the Offer. TheOffer Document contains a summary of the Offer in Dutch. Copies of the Offer Documentation will be available on the website of Barclays(www.barclays.com). These documents will also be available free of charge uponrequest from ABN AMRO Bank N.V. in its capacity as listing and exchange agent onbehalf of Barclays, subject to the same restrictions as apply to the Offer, atKemelstede 2, 4817 ST Breda, The Netherlands, telephone +31 (0) 76 579 9455 or+800 2222 0024 (toll free from The Netherlands). In addition, the Prospectusand Circular will today be made available for viewing at the Document ViewingFacility at the UKLA at 25 The North Colonnade, Canary Wharf, London E14 5HS. USshareholders may request copies of the US Offer Document and other filings,without charge, upon written or oral request to Barclays information agent inthe United States, Georgeson, at (212) 440-9800 or toll free at (888) 605-7547. The U.S. and Canadian Offer Documents will also be available on the SEC'swebsite at www.sec.gov. The initial offer period under the Offer will commence at 9am, Amsterdam time,on 7 August 2007 and end on 4 October 2007 at 3pm, Amsterdam time, unless theinitial offer period is extended in accordance with applicable offer rules. Expected timetable of principal events 7 August 2007 Commencement of acceptance period in respect of the Offer 14 September 2007 Barclays Shareholder Meetings to approve the Offer 20 September 2007 Extraordinary General Meeting of ABN AMRO shareholders 4 October 2007 Closing date of the Offer -------------------------- (1) The cash consideration paid for each ABN AMRO ADS will be US dollars, based on the conversion of the Euro consideration to which holders of ABN AMROADSs are entitled, net of any applicable fees and expenses, into US dollars at the average exchange rate obtainable by The Bank of New York, the ADS exchangeagent, for the five business days preceding the date on which the cashconsideration is received by the ADS exchange agent for delivery in respect ofsuch ABN AMRO ADSs This is an announcement within the meaning of article 9b paragraph 1 of theDutch Securities Market Supervision Decree (Besluit toezicht effectenverkeer1995). Enquiries: ANALYSTS AND INVESTORSMark Merson +44 20 7116 5752James S Johnson +44 20 7116 2927 MEDIAStephen Whitehead +44 20 7116 6060Alistair Smith +44 20 7116 6132 About BarclaysBarclays 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 employs127,700 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. About ABN AMRONetherlands-based ABN AMRO is a prominent international bank with total assetsof EUR 1,120 bln (as at 30 June 2007). It has more than 4,500 branches in 56countries and territories, and has a staff of more than 110,300 full-timeequivalents worldwide. ABN AMRO is listed on Euronext and the New York StockExchange. For further information about ABN AMRO, please visit our websitewww.abnamro.com. Other Information SEC Filings and this Filing: Important InformationThis 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 (the"Restricted Jurisdictions"). Accordingly, copies of the Offer Documentation arenot being, and must not be, mailed or otherwise distributed or sent in, into orfrom any such Restricted Jurisdiction into which the same would be unlawful.Persons receiving such documents (including, without limitation, custodians,nominees and trustees) should inform themselves about and observe any applicablerequirements. 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 andother relevant materials. In addition, ABN AMRO expects that it will file withthe SEC a Recommendation Statement on Schedule 14D-9 and other relevantmaterials. Barclays intends to mail the final US Offer Document to holders ofABN AMRO ordinary shares located in the United States and Canada and to holdersof ABN AMRO ADSs wherever located. 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 US Offer Document andother filings without charge, at the SEC's website (www.sec.gov). Copies of suchdocuments may also be obtained from ABN AMRO and Barclays without charge. Forward looking Statements This document contains certain forward-looking statements with respect tocertain of ABN AMRO's and Barclays plans and their current goals andexpectations relating to their future financial condition and performance andwhich involve a number of risks and uncertainties. Barclays caution readers thatno forward-looking statement is a guarantee of future performance and thatactual results could differ materially from those contained in theforward-looking statements. These forward-looking statements can be identifiedby the fact that they do not relate only to historical or current facts.Forward-looking statements sometimes use words such as 'aim', 'anticipate','target', 'expect', 'estimate', 'intend', 'plan', 'goal', 'believe', or otherwords of similar meaning. Examples of forward-looking statements include, amongothers, statements regarding the consummation of the business combinationbetween ABN AMRO and Barclays within the expected timeframe and on the expectedterms (if at all), the benefits of the business combination transactioninvolving ABN AMRO and Barclays, including the achievement of synergy targets,ABN AMRO's and Barclays future financial position, income growth, impairmentcharges, business strategy, projected costs and estimates of capital expenditureand revenue benefits, projected levels of growth in the banking and financialmarkets, the combined group's future financial and operating results, futurefinancial position, projected costs and estimates of capital expenditures, andplans and objectives for future operations of ABN AMRO, Barclays and thecombined group and other statements that are not historical fact. Additionalrisks and factors are identified in ABN AMRO and Barclays filings with the SECincluding ABN AMRO and Barclays Annual Reports on Form 20-F for the fiscal yearending December 31, 2006, which are available on ABN AMRO's website atwww.abnamro.com and Barclays website at www.barclays.com respectively, and onthe SEC's website at www.sec.gov. Any forward-looking statements made herein speak only as of the date they aremade. Barclays does not undertake to update forward-looking statements toreflect any changes in expectations with regard thereto or any changes inevents, conditions or circumstances on which any such statement is based. Thereader should, however, consult any additional disclosures that ABN AMRO andBarclays have made or may make in documents they have filed or may file with theSEC. Persons (including, without limitation, custodians, nominees and trustees) whointend or would intend to send, mail or otherwise distribute the OfferDocumentation or any documents relating thereto should read the restrictions ondistribution set out in the Offer Documentation before taking any action. This information is provided by RNS The company news service from the London Stock ExchangeRelated Shares:
Barclays