5th Oct 2007 12:02
Barclays PLC05 October 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, Italy, Japan or any other jurisdiction where the making of thisOffer is not in compliance with local laws. This document shall not constitutean offer to sell or buy or the solicitation of an offer to buy or sellsecurities, nor shall there be any sale or purchase of securities in anyjurisdiction in which such offer, solicitation or sale would be unlawful. 5 October 2007 WITHDRAWAL OF OFFER FOR ABN AMRO AND RESTART OF BUYBACK PROGRAMME Barclays announces that as at 4 October 2007, the Closing Date of its offer("Offer") for ABN AMRO Holding N.V. ("ABN AMRO"), not all the conditionsrelating to the Offer were fulfilled. In particular, the condition that at least80% of ABN AMRO's issued ordinary share capital as at the Closing Date(excluding any ordinary shares held by ABN AMRO) were tendered, has not beenfulfilled. As a result, Barclays withdraws its Offer with immediate effect. Anytenders of ordinary shares, American Depositary Shares, formerly convertiblepreference shares or DR preference shares under the Offer prior to or after thedate of this announcement will be deemed not to have been made. As at 4 October 2007, 4,410,136 ordinary shares in the share capital of ABN AMROwere tendered under the Offer, as well as 782,945 American Depositary Shares. Inaddition 5,260 formerly convertible preference shares and 8,466,875 DRpreference shares were tendered under the Offer. The merger protocol entered into between Barclays and ABN AMRO on 23 April 2007(and amended on 23 July and 30 July 2007) is now terminated in accordance withits terms and Barclays is requesting payment of the €200 million break fee towhich it is contractually entitled. This break fee will significantly exceed thecosts that Barclays incurred in connection with the Offer. The Barclays share buyback programme will be terminated today and will restartwithout the restrictions specific to the Offer as announced on 2 August 2007. Todate Barclays has in aggregate acquired approximately 140.9 million shares forcancellation at an average price of 622.5 pence. Under the new, restartedprogramme, up to £1.55 billion remains available to purchase a maximum of 196.0million shares for cancellation during the period from 8 October to 31 December2007. The objective of the restarted programme remains to immunise the dilutiveeffect of the issuance of shares to China Development Bank and Temasek onexisting shareholders. John Varley, Barclays Group CEO, said: "I thank Barclays shareholders and employees for their overwhelming support forthis transaction over the past months. Barclays has strong momentum and I amconfident that we will continue to deliver significant growth in the comingyears." Marcus Agius, Barclays Group Chairman, said: "The Board is proud of the way Barclays senior management conducted the campaignfor ABN AMRO. We remain committed to continuing our successful strategy of Earn,Invest and Grow." Enquiries: BarclaysANALYSTS AND INVESTORSMark Merson +44 (0) 20 7116 5752John McIvor +44 (0) 20 7116 2929 MEDIAStephen Whitehead +44 (0) 20 7116 6060Alistair Smith +44 (0) 20 7116 6132 Important InformationThis announcement is a public announcement as defined in section 9b paragraph 1,section 9t paragraph 3 and section 9t paragraph 4 of the Dutch SecuritiesMarkets Supervision Decree (Besluit toezicht effectenverkeer 1995). Forward-looking statementsThis announcement contains certain forward-looking statements within the meaningof Section 21E of the US Securities Exchange Act of 1934, as amended, andSection 27A of the US Securities Act of 1933, as amended, with respect tocertain of the Group's plans and its current goals and expectations relating toits future financial condition and performance. These forward-looking statementscan be identified by the fact that they do not relate only to historical orcurrent facts. Forward-looking statements sometimes use words such as 'aim','anticipate', 'target', 'expect', 'estimate', 'intend', 'plan', 'goal','believe', or other words of similar meaning. Examples of forward-lookingstatements include, among others, statements regarding the Group's futurefinancial position, income growth, impairment charges, business strategy,projected levels of growth in the banking and financial markets, projectedcosts, estimates of capital expenditures, and plans and objectives for futureoperations. By their nature, forward-looking statements involve risk and uncertainty becausethey relate to future events and circumstances, including, but not limited to,the further development of standards and interpretations under InternationalFinancial Reporting Standards (IFRS) applicable to past, current and futureperiods, evolving practices with regard to the interpretation and application ofstandards under IFRS, as well as UK domestic and global economic and businessconditions, market related risks such as changes in interest rates and exchangerates, the policies and actions of governmental and regulatory authorities,changes in legislation, progress in the integration of Absa into the Group'sbusiness and the achievement of synergy targets related to Absa, the outcome ofpending and future litigation, the success of future acquisitions and otherstrategic transactions and the impact of competition - a number of which factorsare beyond the Group's control. As a result, the Group's actual future resultsmay differ materially from the plans, goals, and expectations set forth in theGroup's forward-looking statements. Any forward-looking statements made by or onbehalf of Barclays speak only as of the date they are made. Barclays does notundertake to update forward-looking statements to reflect any changes inBarclays expectations with regard thereto or any changes in events, conditionsor circumstances on which any such statement is based. The reader should,however, consult any additional disclosures that Barclays has made or may makein documents it has 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 Barclays share for thecurrent or future financial years, will necessarily match or exceed thehistorical published earnings per Barclays share. 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