13th Aug 2007 17:57
Barclays PLC13 August 2007 The Offer is not being made, directly or indirectly, in or into, andconsequently this announcement is not for distribution, directly or indirectly,in, into or from any Restricted Jurisdiction. 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 priorto registration or qualification under the securities laws of any suchjurisdiction. The availability of the Offer to persons not resident in the OfferJurisdictions may be affected by the laws of the relevant jurisdictions. Suchpersons should inform themselves about and observe any applicable requirements. 13 August 2007 BARCLAYS OBTAINS DNB CONSENT FOR MERGER WITH ABN AMRO The Board of Directors of Barclays PLC ("Barclays") announces that Barclays hastoday received a Declaration of No Objection ("DNO") from the NetherlandsMinistry of Finance, in conjunction with De Nederlandsche Bank N.V. ("DNB") inrespect of the proposed merger with ABN AMRO Holding N.V. ("ABN AMRO"). On 14 May 2007 Barclays filed an application for a DNO with the DNB inconnection with its offer for the shares of ABN AMRO (the "Offer"). Further to arecommendation from the DNB, the Netherlands Minister of Finance today issued aDNO in respect of the Offer. The DNO is deemed to commence when the Offerbecomes unconditional. The DNO contains specific instructions and limitations which are consistent withBarclays existing plans. The Directors of Barclays believe that Barclays willhave no difficulty complying with these requirements. The instructions andlimitations are summarised as follows: •Within two months of commencement of the DNO Barclays will submit to the DNB a detailed integration and project organisation plan relating to the merger with ABN AMRO. Barclays will report to the DNB on its project organisation and the execution of its integration plan on a monthly basis. •Barclays has also undertaken not to make any material changes to the organisation set-up of ABN AMRO until the DNB has assessed the integration plan referred to above. Barclays will also ensure that there is sufficient preservation of knowledge in the Management Board and Supervisory Board of ABN AMRO Holding N.V. and ABN AMRO Bank N.V. •Barclays will submit to the DNB within 30 days of commencement of the DNO an adjusted Contingency Liquidity Plan for ABN AMRO, taking into account the size and commitments of the new organisation. John Varley, the CEO of Barclays, said: "We welcome the response of the Ministry of Finance and DNB and appreciate theirdetailed consideration of our application over the last three months. Thegranting of the DNO is an important milestone in our proposed merger with ABNAMRO. The progress we have made in respect of regulatory and competition filingsdemonstrates the high degree of deliverability and certainty which the BarclaysOffer provides ABN AMRO shareholders. The DNO instructions are in line with ourexisting plans and we anticipate no difficulty in complying with theserequirements." 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 (0) 20 7116 5752James S Johnson +44 (0) 20 7116 2927 MEDIAStephen Whitehead +44 (0) 20 7116 6060Alistair Smith +44 (0) 20 7116 6132 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 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 AMRO ABN AMRO is a prominent international bank with a clear focus on consumer andcommercial clients in its 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 56 countries and territories, a staffof more than 110,300 full-time equivalents. 2006 profits for the year includingLaSalle were €4,780 million (LaSalle contribution €899 million), and totalassets including LaSalle as at 31 December 2006 were €987 billion (LaSallecontribution €86 billion). Further information about ABN AMRO can be found onits website, www.abnamro.com Other information Important Information 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 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 jurisdiction where the acceptance of this Offer is notin 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 receiving such documents (including, without limitation, custodians,nominees and trustees) should inform themselves about and observe any applicablerequirements. The Offer has not received clearance from the Commissione Nazionale per leSocieta e la Borsa (CONSOB) pursuant to Italian securities laws and implementingregulations (in particular under Section 102 of Italian Legislative Decree No.58 dated 24 February 1998). Consequently, any form of solicitation (i.e. anyoffer, invitation to offer or promotional advertisement) of acceptances of theOffer by ABN AMRO shareholders and/or ABN AMRO ADS holders based in Italy willbe contrary to Italian laws and regulations. Application for authorisation bythe relevant Italian authorities for the launching of an offer for ABN AMROshares and/or ABN AMRO ADSs in the Republic of Italy has not yet been and is notcurrently intended to be made. Accordingly, Italian ABN AMRO shareholders and/orABN AMRO ADS holders are hereby notified that, to the extent such ABN AMROshareholders and/or ABN AMRO ADS holders are persons or entities resident and/orlocated in the Republic of Italy and until and to the extent that the relevantauthorization has been obtained from the Italian authorities, the Offer is notmade in or into Italy, as such would not be in compliance with local laws.Neither the Offer documentation nor any other offering materials related to theOffer or the ABN AMRO shares or ABN AMRO ADSs may be distributed or madeavailable in the Republic of Italy. SEC filings In connection with the proposed business combination transaction between ABNAMRO and Barclays, Barclays has filed with the U.S. Securities and ExchangeCommission ("SEC") a Registration Statement on Form F-4 ("Form F-4"), whichincludes the Barclays offer document/prospectus. Barclays has also filed withthe SEC a Statement on Schedule TO and other relevant materials. In addition,ABN AMRO has filed with the SEC a Recommendation Statement on Schedule 14D-9,and ABN AMRO has filed and will file other relevant materials. Barclays hasmailed the offer document/prospectus to holders of ABN AMRO ordinary shareslocated in the United States and Canada and to holders of ABN AMRO ADSs locatedin certain jurisdictions worldwide. INVESTORS ARE URGED TO READ THE OFFER DOCUMENT/PROSPECTUS AND ANY DOCUMENTSREGARDING THE POTENTIAL TRANSACTION IF AND WHEN THEY BECOME AVAILABLE, BECAUSETHEY CONTAIN OR WILL CONTAIN IMPORTANT INFORMATION. Investors can obtain a free copy of the Form F-4, the offer document/prospectusand other filings without charge, at the SEC's website (www.sec.gov). Copies ofsuch documents 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 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. 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