23rd Jul 2007 07:01
Barclays PLC23 July 2007 This announcement, including the Appendix, is not for distribution directly orindirectly in or into the United States, Canada, Australia or Japan or anyjurisdiction into which the same would be unlawful. This announcement does notconstitute an offer to sell or issue or the solicitation of an offer to buy oracquire shares in the capital of Barclays in the United States, Canada,Australia or Japan or any jurisdiction in which such an offer or solicitation isunlawful. The shares in Barclays referred to in this announcement have not beenand will not be registered under the United States Securities Act of 1933, asamended and may not be offered or sold or transferred within the United Statesabsent registration or an exemption from registration. No public offering ofsecurities will be made in the United Kingdom, the United States or elsewhere. 23 July 2007 For immediate release BARCLAYS ANNOUNCES CLAWBACK PLACING OF UP TO 229,729,730 ORDINARY SHARES OF 25P EACH AT A PLACING PRICE OF 740P EACH The Board of Directors of Barclays PLC ("Barclays") today announces a revisedoffer for ABN AMRO and an investment by China Development Bank and Temasek of upto 13.4 billion euros in Barclays through the subscription of new shares. Of theBarclays shares which China Development Bank and Temasek have conditionallyagreed to acquire, up to 2.5 billion euros (£1.7 billion) worth of shares aretoday being made available outside the United States by way of a clawbackplacing targeted at certain Barclays shareholders (to be determined in Barclayssole discretion) at a price of £7.40 per share. To the extent not taken up theseshares will be subscribed by China Development Bank and Temasek. The sharessubject to the clawback placing will only be issued following and conditionalupon the revised offer for ABN AMRO being declared unconditional. The clawback placing will commence at 7.00am today and will close at 4.30pm onTuesday 24 July 2007. The full terms and conditions of the clawback placing areset forth in this announcement Citi, Credit Suisse, Deutsche Bank and JPMorgan Cazenove are acting as jointbookrunners and placing agents on behalf of Barclays in respect of the clawbackplacing. Enquiries: Barclays 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 China Development Bank (Blackstone)John Studzinski +44 (0) 20 7451 4000Global Head of Corporate Advisory ServicesSophia Harrison +44 (0) 20 7451 4000Vice President European Corporate Communications TemasekLim Siow Joo +65 6828 6503Corporate Affairs JPMorgan CazenoveJonathan Wilcox +44 (0) 20 7588 2828Ian Hannam +44 (0) 20 7588 2828 CitiChris Williams +44 (0) 20 7986 4000 Credit SuisseJames Leigh-Pemberton + 44 (0) 20 7888 8888Tom Ahearne + 44 (0) 20 7888 8888Michael Leaver + 44 (0) 20 7888 8888 Deutsche BankJames Agnew + 44 (0)20 7545 8000 This announcement is a public announcement as defined in section 9b paragraph 1of the Dutch Securities Markets Supervision Decree (Besluit toezichteffectenverkeer 1995)._______________________________________________________________ This announcement has been issued by and is the sole responsibility of Barclays.No representation or warranty express or implied is or will be made as to, or inrelation to, and no responsibility or liability is or will be accepted byJPMorgan Cazenove Limited, Citigroup Global Markets U.K. Equity Limited, CreditSuisse Securities (Europe) Limited or Deutsche Bank AG, London Branch or by anyof their respective affiliates or agents as to or in relation to, the accuracyor completeness of this announcement or any other written or oral informationmade available to or publicly available to any interested party or its advisers,and any liability therefore is expressly disclaimed. The Bookrunners and Placing Agents (as defined below) are acting for Barclays inconnection with the Placing (as defined below) and no one else and will not beresponsible to anyone other than Barclays for providing the protections affordedto clients of the Bookrunners and Placing Agents nor for providing advice inrelation to the Placing. The distribution of this announcement and the offering of the Placing Shares incertain jurisdictions may be restricted by law. No action has been taken byBarclays or the Bookrunners and Placing Agents that would permit an offering ofsuch shares or possession or distribution of this announcement or any otheroffering or publicity material relating to such shares in any jurisdiction whereaction for that purpose is required. Persons into whose possession thisannouncement comes are required by Barclays and the Bookrunners and PlacingAgents to inform themselves about, and to observe, and such restrictions. Certain statements in this announcement are forward-looking statements which arebased on Barclays expectations, intentions and projections regarding its futureperformance, anticipated events or trends and other matters that are nothistorical facts. These statements are not guarantees of future performance andare subject to known and unknown risks, uncertainties and other factors thatcould cause actual results to differ materially from those expressed or impliedby such forward-looking statements. Given these risks and uncertainties,prospective investors are cautioned not to place undue reliance onforward-looking statements. Forward-looking statements speak only as of the dateof such statements and, except as required by applicable law, Barclaysundertakes no obligation to update or revise publicly any forward-lookingstatements, whether as a result of new information, future events or otherwise. The price of shares and the income from them may go down as well as up andinvestors may not get back the full amount invested on disposal of the shares. MEMBERS OF THE PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE PLACING. THISANNOUNCEMENT (INCLUDING THE APPENDIX) AND THE TERMS AND CONDITIONS SET OUTHEREIN ARE FOR INFORMATION PURPOSES ONLY AND ARE DIRECTED ONLY AT: (A) PERSONSIN MEMBER STATES OF THE EUROPEAN ECONOMIC AREA WHO ARE QUALIFIED INVESTORS; (B)IN THE UNITED KINGDOM, QUALIFIED INVESTORS WHO ARE PERSONS WHO (I) HAVEPROFESSIONAL EXPERIENCE IN MATTERS RELATING TO INVESTMENTS FALLING WITHINARTICLE 19(1) OF THE FINANCIAL SERVICES AND MARKETS ACT 2000 (FINANCIALPROMOTION) ORDER 2005 (THE "ORDER"); (II) ARE PERSONS FALLING WITHIN ARTICLE 49(2)(A) TO (D) ("HIGH NET WORTH COMPANIES, UNINCORPORATED ASSOCIATIONS, ETC") OFTHE ORDER; OR (III) ARE PERSONS TO WHOM IT MAY OTHERWISE BE LAWFULLYCOMMUNICATED (ALL SUCH PERSONS TOGETHER BEING REFERRED TO AS "RELEVANTPERSONS"). THIS ANNOUNCEMENT (INCLUDING THE APPENDIX) AND THE TERMS ANDCONDITIONS SET OUT HEREIN MUST NOT BE ACTED ON OR RELIED ON BY PERSONS WHO ARENOT RELEVANT PERSONS. ANY INVESTMENT OR INVESTMENT ACTIVITY TO WHICH THISANNOUNCEMENT (INCLUDING THE APPENDIX) AND THE TERMS AND CONDITIONS SET OUTHEREIN RELATES IS AVAILABLE ONLY TO RELEVANT PERSONS AND WILL BE ENGAGED IN ONLYWITH RELEVANT PERSONS. THIS ANNOUNCEMENT (INCLUDING THE APPENDIX) DOES NOTITSELF CONSTITUTE AN OFFER FOR SALE OR SUBSCRIPTION OF ANY SECURITIES INBARCLAYS. Persons who are invited to and who choose to participate in the Placing, bymaking an oral or written offer to subscribe for Placing Shares (the "Placees"),will be deemed to have read and understood this announcement, including thisAppendix, in its entirety and to be making such offer on the terms andconditions, and to be providing the representations, warranties,acknowledgements, and undertakings contained in this Appendix. In particulareach such Placee represents, warrants and acknowledges that it is: (a) a Relevant Person (as defined above) and undertakes that it willacquire, hold, manage or dispose of any Placing Shares that are allocated to itfor the purposes of its business; and (b) outside the United States and is subscribing for the PlacingShares in an "offshore transaction" (within the meaning of Regulation S underthe Securities Act). This announcement does not constitute an offer to sell or issue or thesolicitation of an offer to buy or subscribe for Placing Shares in anyjurisdiction in which such offer or solicitation is or may be unlawful. Thisannouncement and the information contained herein is not for publication ordistribution, directly or indirectly, to persons in the United States, Canada,Australia or Japan or in any jurisdiction in which such publication ordistribution is unlawful. No public offer of securities of Barclays is beingmade in the United Kingdom, the United States or elsewhere. In particular, the Placing Shares referred to in this announcement have not beenand will not be registered under the Securities Act and may not be offered, soldor transferred within the United States except pursuant to an exemption from, oras part of a transaction not subject to, the registration requirements of theSecurities Act. The Placing Shares are being offered and sold outside the UnitedStates only and in accordance with Regulation S under the Securities Act. The relevant clearances have not been, and nor will they be, obtained from thesecurities commission of any province or territory of Canada; no prospectus hasbeen lodged with or registered by, the Australian Securities and InvestmentsCommission or the Japanese Ministry of Finance; and the Placing Shares have notbeen, and nor will they be, registered under or offered in compliance with thesecurities laws of any state, province or territory of Canada, Australia orJapan. Accordingly, the Placing Shares may not (unless an exemption under therelevant securities laws is applicable) be offered, sold, resold or delivered,directly or indirectly, in or into the United States, Canada, Australia or Japanor any other jurisdiction outside the United Kingdom. The Placing Shares have not been approved or disapproved by the US Securitiesand Exchange Commission, any State securities commission or other regulatoryauthority in the United States, nor have any of the foregoing authorities passedupon or endorsed the merits of the Placing or the accuracy or adequacy of thisannouncement. Any representation to the contrary is unlawful. Persons (including, without limitation, nominees and trustees) who have acontractual or other legal obligation to forward a copy of this Appendix or thisannouncement should seek appropriate advice before taking any action. APPENDIX Details of the Placing and of the Placing Shares Barclays, China Development Bank and JPMorgan Cazenove Limited ("JPMorganCazenove"), have today entered into an agreement (the "China Development BankAgreement") and Barclays, Temasek and JPMorgan Cazenove have today entered intoan agreement (the "Temasek Agreement" and the Temasek Agreement, together withthe China Development Bank Agreement, being hereinafter referred to as the"Agreements") under which, subject to the conditions described below, Barclayshas agreed to allot and issue to China Development Bank and Temasek ordinaryshares of 25p each in Barclays ("Barclays Ordinary Shares"). In order to ensure that the Placees (as defined below) have the opportunity tosubscribe for new Barclays Ordinary Shares on the same financial terms as ChinaDevelopment Bank and Temasek, China Development Bank and Temasek have eachagreed that the number of new Barclays Ordinary Shares for which they subscribewill be reduced by a maximum of 229,729,730 Barclays Ordinary Shares and that amaximum of 229,729,730 Barclays Ordinary Shares will be made available to thePlacees. JPMorgan Cazenove, Citigroup Global Markets U.K. Equity Limited, Credit SuisseSecurities (Europe) Limited and Deutsche Bank AG, London (the "Bookrunners andPlacing Agents") as agents of Barclays have agreed that they will make newBarclays Ordinary Shares (the "Placing Shares") available outside the UnitedStates by way of an offer targeted at certain existing Barclays shareholders(selected by Barclays in its sole discretion) (the "Placing"). The Bookrunnersand Placing Agents will act as joint bookrunners and placing agents inconnection with the Placing. The issuance of the Placing Shares, once allocated,will not be underwritten. The subscription price in the placing will be £7.40 per Placing Share. Following completion of the bookbuilding exercise, Barclays will announce themaximum final number of Barclays Ordinary Shares to be issued and sold in thePlacing. To the extent Placees are identified in respect of fewer than thenumber of Barclays Ordinary Shares offered in the placing, the remainder shallform part of the investment by China Development Bank and Temasek. The Placing Shares will, when issued, be credited as fully paid and will rankpari passu in all respects with the existing Barclays Ordinary Shares. For theavoidance of doubt, the Placing Shares will not be entitled to receive theinterim dividend for the period to 30 June 2007. In this announcement, unless the context otherwise requires, "Placee" means aperson (including individuals, funds or others) on whose behalf a commitment tosubscribe for Placing Shares has been given. Application for listing and admission to trading Application will be made to the Financial Services Authority (the "FSA") foradmission of the Placing Shares to the Official List of the UK Listing Authority(the "Official List") and to London Stock Exchange plc for admission to tradingof the Placing Shares on its market for listed securities (together"Admission"). It is expected that Admission will become effective on or around three EuronextTrading Days (as defined below) after each Placing Date (a Placing Date beingany of the First Placing Date or any Further Placing Date, each as definedbelow) and that dealings in the Placing Shares will commence at that time. Participation in, and principal terms of, the Placing Each prospective Placee's allocation will be determined by Barclays in its solediscretion and will be confirmed orally by one of the Bookrunners and PlacingAgents as agent of Barclays following the close of the bookbuilding exercise.That oral confirmation will constitute an irrevocable legally binding commitmentupon that person (who will at that point become a Placee) to subscribe for thenumber of Placing Shares allocated to it at the Placing Price on the terms andconditions set out in this Appendix and in accordance with Barclays memorandumand articles of association. A placing letter ("Placing Letter") from one of theBookrunners and Placing Agents containing a form of confirmation ("Form ofConfirmation") will be dispatched to each Placee as soon as possible thereafter,which will confirm the terms on which the Placee has made its commitment. EachPlacee should return its Form of Confirmation to the appropriate Bookrunner andPlacing Agent by no later than 5.00 p.m. (London time) on 25 July 2007 or suchother time and date notified to it by the appropriate Bookrunner and PlacingAgent. Each Placee will also have an immediate, separate, irrevocable and bindingobligation, owed to the relevant Bookrunner and Placing Agent as agent ofBarclays, to pay in cleared funds an amount equal to the product of the PlacingPrice and the number of Placing Shares such Placee has agreed to subscribe andBarclays has agreed to allot and issue to that Placee. Conditions of the Placing The obligations of Placees to take up Placing Shares and the subscription forPlacing Shares by Placees are subject to the memorandum and articles ofassociation of Barclays and the terms and conditions set out in this Appendixand in the Placing Letter. Placees will only be called on to subscribe forPlacing Shares if the obligations of China Development Bank and Temasek underthe Agreements become unconditional in all respects. However, for the avoidanceof doubt, compliance by China Development Bank and Temasek with theirobligations under the China Development Bank Agreement and the Temasek Agreementrespectively is not a condition to the Placing, and Placees may be called uponto subscribe for Placing Shares in circumstances where China Development Bankand/or Temasek do not fulfil their obligations to do so. The conditions contained in the Agreements include: (a) the takeover offer by Barclays for the whole of the issued ordinary sharecapital of ABN AMRO (the "Offer") being declared unconditional and the terms ofthat offer not being amended without the prior written consent of ChinaDevelopment Bank and Temasek, such consent not to have been unreasonablywithheld or delayed; and (b) Admission of the Barclays Ordinary Shares to be subscribed by ChinaDevelopment Bank and Temasek occurring not later than 8.00 a.m. on the thirdEuronext Business Day (as defined below) after the date on which the Offerbecomes unconditional (the "First Closing Date"), or, in the case of ChinaDevelopment Bank, such other date(s) on which China Development Bank may berequired to subscribe for Barclays Ordinary Shares under the china DevelopmentBank Agreement. Furthermore, under the Agreements, these conditions must be satisfied on orprior to 1 March 2008, though each of China Development Bank and Temasek mayagree with Barclays to extend these dates. Each placee's obligation to subscribe for Placing Shares will in any event lapseon 1 March 2008. The offer to participate in the Placing is made on the basis that, if accepted,Placees will be unable to rescind or terminate their rights and obligations inrespect of it. None of the Bookrunners and Placing Agents, Barclays or any other person shallhave any liability to any Placee (or to any other person whether acting onbehalf of a Placee or otherwise) in respect of any decision as to whether or notto waive or to extend the time and/or date for the satisfaction of any conditionto the Placing nor for any decision as to the satisfaction of any condition orin respect of the Placing generally and by participating in the Placing eachPlacee agrees that any such decision is within the absolute discretion, withoutconsultation with or notification to Placees, of the parties to the Agreements. No Prospectus No offering document or prospectus has been or will be submitted to be approvedby the FSA in relation to the Placing and Placees' commitments will be madesolely on the basis of the information contained in this announcement (includingthe Appendix) and the revised offer announcement released by Barclays today, andsubject to the further terms set forth in the Placing Letter and Form ofConfirmation to be provided to individual prospective Placees. Each Placee, byaccepting a participation in the Placing, agrees that the content of thisannouncement (including the Appendix) and the revised offer announcementreleased by Barclays today is exclusively the responsibility of Barclays andconfirms that it has neither received nor relied on any other information,representation, warranty, or statement made by or on behalf of Barclays or theBookrunners and Placing Agents or any other person and none of the Bookrunnersand Placing Agents or Barclays nor any other person will be liable for anyPlacee's decision to participate in the Placing based on any other information,representation, warranty or statement which the Placees may have obtained orreceived. Each Placee acknowledges and agrees that it has relied on its owninvestigation of the business, financial or other position of Barclays inaccepting a participation in the Placing. Nothing in this paragraph shallexclude the liability of any person for fraudulent misrepresentation. Registration and Settlement, including Multiple Settlement Settlement of transactions in the Placing Shares following Admission will takeplace within the CREST system, subject to certain exceptions. Barclays reservesthe right to require settlement for and delivery of the Placing Shares (or aportion thereof) to Placees in certificated form if in Barclays reasonableopinion delivery or settlement is not possible or practicable within the CRESTsystem. Following the close of the bookbuilding for the Placing, each Placee allocatedPlacing Shares in the Placing will be sent a Placing Letter stating the numberof Placing Shares to be allocated to it at the Placing Price, the aggregateamount owed by such Placee to Barclays (in the event it is called upon tosubscribe for the maximum amount) and settlement instructions. The number ofPlacing Shares and the aggregate amount owed represent the maximum allocation.Placees may be entitled, and required, to subscribe for fewer shares, asdescribed in the next paragraph. The number of Placing Shares to be allocated and issued will depend in part onthe number of acceptances received by Barclays in relation to the Offer by thedate on which the Offer is declared unconditional (the "First Placing Date"). Iffewer than 100 per cent. of the holders of ABN AMRO ordinary shares haveaccepted the Offer by the First Placing Date, the number of Placing Shares to besubscribed initially will be reduced and accordingly Placees will called upon tosubscribe fewer shares than their maximum allocation. Following the Offer beingdeclared unconditional, Barclays may, if it so elects, continue to allowacceptances of the Offer for a period of approximately 15 Euronext Trading Days.Barclays may call upon Placees at any time during that period to subscribefurther Placing Shares to the extent that Placing Shares are then available (butin no event exceeding in aggregate the maximum number set out in a Placee'sPlacing Letter). It is, however, likely that Barclays will only do so on betweenone and three discrete occasions (each a "Further Placing Date"). Placees willbe contacted by one of the Bookrunners and Placing Agents on or about eachFurther Placing Date in the event they are to be required to subscribe furtherPlacing Shares. Barclays will deliver the Placing Shares to a CREST account operated by JPMorganCazenove as Barclays agent and JPMorgan Cazenove will enter its delivery (DEL)instruction into the CREST system. The input to CREST by a Placee of a matchingor acceptance instruction will then allow delivery of the relevant PlacingShares to that Placee against payment. It is expected that such settlement and delivery will take place on the daywhich is three Euronext Trading Days after the First Placing Date and, ifapplicable, on the day which is three Euronext Trading days after the FurtherPlacing Date. A "Euronext Trading Day" is a day on which Euronext Amsterdam N.V.is open for trading. Each Placee agrees that it will do all things necessary to ensure that deliveryand payment is completed in accordance with either the standing CREST orcertificated settlement instructions that it has in place with the relevantBookrunner and Placing Agent. Interest is chargeable daily on payments not received from Placees on the duedate in accordance with the arrangements set out above at the rate of twopercentage points above LIBOR as determined by the Bookrunner and Placing Agent. Each Placee is deemed to agree that, if it does not comply with theseobligations, Barclays may sell any or all of the Placing Shares allocated tothat Placee on such Placee's behalf and retain from the proceeds, for Barclaysaccount and benefit, an amount equal to the aggregate amount owed by the Placeeplus any interest due. The relevant Placee will, however, remain liable for anyshortfall below the aggregate amount owed by it and may be required to bear anystamp duty or stamp duty reserve tax (together with any interest or penalties)which may arise upon the sale of such Placing Shares on such Placee's behalf. If Placing Shares are to be delivered to a custodian or settlement agent,Placees should ensure that the trade confirmation is copied and deliveredimmediately to the relevant person within that organisation. Insofar as Placing Shares are registered in a Placee's name or that of itsnominee or in the name of any person for whom a Placee is contracting as agentor that of a nominee for such person, such Placing Shares should, subject asprovided below, be so registered free from any liability to UK stamp duty orstamp duty reserve tax. Representations and Warranties By participating in the Placing each Placee (and any person acting on suchPlacee's behalf): 1 represents and warrants that it has read this announcement,including the Appendix, in its entirety; 2 acknowledges that no offering document or prospectus has beenprepared in connection with the placing of the Placing Shares and represents andwarrants that it has not received a prospectus or other offering document inconnection therewith; 3 acknowledges that the Ordinary Shares are listed on the OfficialList, and Barclays is therefore required to publish certain business andfinancial information in accordance with the rules and practices of the FSA,which includes a description of the nature of Barclays business and Barclaysmost recent balance sheet and profit and loss account and that it is able toobtain or access such information without undue difficulty; 4 acknowledges that none of the Bookrunners and Placing Agents orBarclays nor any of their affiliates nor any person acting on behalf of any ofthem has provided, and will not provide it, with any material regarding thePlacing Shares or Barclays other than this announcement, the revised offerannouncement released by Barclays today and the Placing Letter to be issued tothe Placee as referred to above; nor has it requested any of the Bookrunners andPlacing Agents, Barclays, any of their affiliates or any person acting on behalfof any of them to provide it with any such information; 5 acknowledges that the content of this announcement is exclusively the responsibility of Barclays and that none of the Bookrunners andPlacing Agents nor any person acting on its behalf has or shall have anyliability for any information, representation or statement contained in thisannouncement or any information previously published by or on behalf of Barclaysand will not be liable for any Placee's decision to participate in the Placingbased on any information, representation or statement contained in thisannouncement prospectus or otherwise. Each Placee further represents, warrantsand agrees that the only information on which it is entitled to rely and onwhich such Placee has relied in committing itself to subscribe for the PlacingShares is contained in this announcement and the revised offer announcementreleased by Barclays today and any information previously published by Barclaysby notification to a Regulatory Information Service, such information being allthat it deems necessary to make an investment decision in respect of the PlacingShares and that it has neither received nor relied on any other informationgiven or representations, warranties or statements made by any of theBookrunners and Placing Agents or Barclays and none of the Bookrunners andPlacing Agents or Barclays will be liable for any Placee's decision to accept aninvitation to participate in the Placing based on any other information,representation, warranty or statement. Each Placee further acknowledges andagrees that it has relied on its own investigation of the business, financial orother position of Barclays in deciding to participate in the Placing; 6 acknowledges that none of the Bookrunners and Placing Agents orany person acting on behalf of it nor any of its affiliates has or shall haveany liability for any publicly available or filed information or anyrepresentation relating to Barclays, provided that nothing in this paragraphexcludes the liability of any person for fraudulent misrepresentation made bythat person; 7 acknowledges that the Placing Shares have not been and will notbe registered under the Securities Act or with any State or other jurisdictionof the United States, nor approved or disapproved by the US Securities andExchange Commission, any state securities commission in the United States or anyother United States regulatory authority, and agrees not to reoffer, resell,pledge or otherwise transfer the Placing Shares except pursuant to an exemptionfrom, or in a transaction not subject to, the registration requirements of theUnited States Securities Act of 1933 (the "Securities Act"); 8 represents and warrants that it is not a person in the UnitedStates, it is not acting on a non-discretionary basis for a person in the UnitedStates, and it has been offered and will subscribe for its Placing Shares in anoffshore transaction within the meaning of Regulation S under the SecuritiesAct; 9 confirms that neither it nor any person acting on its behalf hasoffered or sold or will offer or sell any of its Placing Shares except outsidethe United States in accordance with Rule 903 or Rule 904 of Regulation S underthe Securities Act; 10 acknowledges that the Placing Shares have not been and will not beregistered under the securities legislation of the United States, Australia,Canada or Japan and, subject to certain exceptions, may not be offered, sold,taken up, renounced or delivered or transferred, directly or indirectly, withinthose jurisdictions; 11 represents and warrants that neither it, nor the person specified byit for registration as holder of Placing Shares is, or is acting as nominee oragent for, and that the Placing Shares will not be allotted to, a person who isor may be liable to stamp duty or stamp duty reserve tax under any of sections67, 70, 93 and 96 of the Finance Act 1986 (depositary receipts and clearanceservices); 12 represents and warrants that it has complied with its obligations inconnection with money laundering and terrorist financing under the Proceeds ofCrime Act 2002, the Terrorism Act 2003 and the Money Laundering Regulations 2003(the "Regulations") and, if making payment on behalf of a third party, thatsatisfactory evidence has been obtained and recorded by it to verify theidentity of the third party as required by the Regulations; 13 represents and warrants that it has not offered or sold and, priorto the expiry of a period of six months from Admission, will not offer or sellany Placing Shares to persons in the United Kingdom, except to persons whoseordinary activities involve them in acquiring, holding, managing or disposing ofinvestments (as principal or agent) for the purposes of their business orotherwise in circumstances which have not resulted and which will not result inan offer to the public in the United Kingdom within the meaning of section 85(1)of the Financial Services and Markets Act 2000 ("FSMA"); 14 represents and warrants that it has not offered or sold and will notoffer or sell any Placing Shares to persons in the European Economic Area priorto Admission except to persons whose ordinary activities involve them inacquiring, holding, managing or disposing of investments (as principal or agent)for the purposes of their business or otherwise in circumstances which have notresulted in and which will not result in an offer to the public in any memberstate of the European Economic Area within the meaning of the ProspectusDirective (which means Directive 2003/71/EC and includes any relevantimplementing measure in any member state); 15 represents and warrants that it has only communicated or caused tobe communicated and will only communicate or cause to be communicated anyinvitation or inducement to engage in investment activity (within the meaning ofsection 21 of FSMA) relating to the Placing Shares in circumstances in whichsection 21(1) of FSMA does not require approval of the communication by anauthorised person; 16 represents and warrants that it has complied and will comply withall applicable provisions of FSMA with respect to anything done by it inrelation to the Placing Shares in, from or otherwise involving, the UnitedKingdom; 17 represents and warrants that it is a "qualified investor within themeaning of the Prospectus Directive (which means Directive 2003/71/EC andincludes any relevant implementing measure in any member state); 18 represents and warrants that it and any person acting on its behalfis entitled to acquire the Placing Shares under the laws of all relevantjurisdictions and that it has all necessary capacity and has obtained allnecessary consents and authorities to enable it to commit to this participationin the Placing and to perform its obligations in relation thereto (including,without limitation, in the case of any person on whose behalf it is acting, allnecessary consents and authorities to agree to the terms set out or referred toin this announcement) and will honour such obligations; 19 undertakes that it (and any person acting on its behalf) will makepayment for the Placing Shares allocated to it in accordance with thisannouncement on the due time and date set out herein, failing which the relevantPlacing Shares may be placed with other subscribers or sold as the Bookrunnersand Placing Agents may in their discretion determine and without liability tosuch Placee; 20 acknowledges that its allocation (if any) of Placing Shares willrepresent a maximum number of Placing Shares which it will be entitled, andrequired, to subscribe for, and that Barclays may call upon it to subscribe fora lower number of Placing Shares on the First Placing Date and further PlacingShares on each subsequent Further Placing Date (if any), but in no event inaggregate more than the aforementioned maximum; 21 acknowledges that none of the Bookrunners and Placing Agents, norany of their respective affiliates, nor any person acting on behalf of any ofthem, is making any recommendations to it, advising it regarding the suitabilityof any transactions it may enter into in connection with the Placees and thatparticipation in the Placing is on the basis that it is not and will not be aclient of any Bookrunner and Placing Agent and that the Bookrunners and PlacingAgents have no duties or responsibilities to it for providing the protectionsafforded to its clients or customers or for providing advice in relation to thePlacing nor in respect of any representations, warranties, undertakings orindemnities contained in the Placing Agreement nor for the exercise orperformance of any of its rights and obligations thereunder including any rightsto waive or vary any conditions or exercise any termination right; 22 undertakes that the person whom it specifies for registration asholder of the Placing Shares will be (i) itself or (ii) its nominee, as the casemay be. None of the Bookrunners and Placing Agents or Barclays will beresponsible for any liability to stamp duty or stamp duty reserve tax resultingfrom a failure to observe this requirement. Each Placee and any person acting onbehalf of such Placee agrees to participate in the Placing and it agrees toindemnify Barclays and the Bookrunners and Placing Agents in respect of the sameon the basis that the Placing Shares will be allotted to the CREST stock accountof the Bookrunner and Placing Agent who will hold them as nominee on behalf ofsuch Placee until settlement in accordance with its standing settlementinstructions; 23 acknowledges that any agreements entered into by it pursuant tothese terms and conditions shall be governed by and construed in accordance withthe laws of England and it submits (on behalf of itself and on behalf of anyperson on whose behalf it is acting) to the exclusive jurisdiction of theEnglish courts as regards any claim, dispute or matter arising out of any suchcontract, except that enforcement proceedings in respect of the obligation tomake payment for the Placing Shares (together with any interest chargeablethereon) may be taken by Barclays or the Bookrunners and Placing Agents in anyjurisdiction in which the relevant Placee is incorporated or in which any of itssecurities have a quotation on a recognised stock exchange; 24 agrees that Barclays, the Bookrunners and Placing Agents and theirrespective affiliates and others will rely upon the truth and accuracy of theforegoing representations, warranties, acknowledgements and undertakings whichare given to the Bookrunners and Placing Agents on its own behalf and on behalfof Barclays and are irrevocable; 25 agrees to indemnify and hold Barclays, the Bookrunners and PlacingAgents and their respective affiliates harmless from any and all costs, claims,liabilities and expenses (including legal fees and expenses) arising out of orin connection with any breach of the representations, warranties,acknowledgements, agreements and undertakings in this Appendix and furtheragrees that the provisions of this Appendix shall survive after completion ofthe Placing; 26 undertakes that neither it, its affiliates, nor any persons actingon its or their behalf, have engaged or will engage in any directed sellingefforts with respect to any Placing Shares; 27 agrees not to deposit the Placing Shares into any unrestricteddepositary facility maintained by any depositary bank unless and until such timeas the Placing Shares or no longer "restricted securities" within the meaning ofRule 144(a)(3) under the Securities Act; and 28 acknowledges that its commitment to subscribe Placing Shares on theterms set out herein and in the Placing Letter will continue notwithstanding anyamendment that may in future be made to the terms of the Offer and that Placeeswill have no right to be consulted or require that their consent be obtainedwith respect to either or both of (i) Barclays conduct of the Offer or (ii) theexercise of the respective rights of China Development Bank and Temasek withrespect to Barclays conduct of the Offer. The foregoing representations, warranties and confirmations are given for thebenefit of Barclays as well as the Bookrunners and Placing Agents. The agreement to settle a Placee's subscription (and/or the subscription of aperson for whom such Placee is contracting as agent) free of stamp duty andstamp duty reserve tax depends on the settlement relating only to thesubscription by it and/or such person direct from Barclays for the PlacingShares in question. Such agreement assumes, and is based on a warranty from eachPlacee, that neither it, nor the person specified by it for registration asholder, of Placing Shares is, or is acting as nominee or agent for, and that thePlacing Shares will not be allotted to, a person who is or may be liable tostamp duty or stamp duty reserve tax under any of sections 67, 70, 93 and 96 ofthe Finance Act 1986 (depositary receipts and clearance services). If there areany such arrangements, or the settlement relates to any other dealing in thePlacing Shares, stamp duty or stamp duty reserve tax may be payable. In thatevent the Placee agrees that it shall be responsible for such stamp duty orstamp duty reserve tax, and neither Barclays nor the Bookrunners and PlacingAgents shall be responsible for such stamp duty or stamp duty reserve tax. Ifthis is the case, each Placee should seek its own advice and notify theBookrunner and Placing Agent accordingly. In addition, Placees should note that they will be liable for any stamp duty andall other stamp, issue, securities, transfer, registration, documentary or otherduties or taxes (including any interest, fines or penalties relating thereto)payable outside the UK by them or any other person on the subscription by themof any Placing Shares or the agreement by them to subscribe for any PlacingShares. When a Placee or person acting on behalf of the Placee is dealing with theBookrunners and Placing Agents, any money held in an account with any of theBookrunners and Placing Agents on behalf of the Placee and/or any person actingon behalf of the Placee will not be treated as client money within the meaningof the rules and regulations of the FSA made under FSMA. The Placee acknowledgesthat the money will not be subject to the protections conferred by the clientmoney rules; as a consequence, this money will not be segregated from therelevant Bookrunner and Placing Agent's money in accordance with the clientmoney rules and will be used by the relevant Bookrunner and Placing Agent in thecourse of its own business; and the Placee will rank only as a general creditorof the Bookrunner and Placing Agent. All times and dates in this announcement may be subject to amendment. TheBookrunner and Placing Agent shall notify the Placees and any person acting onbehalf of the Placees of any changes. This information is provided by RNS The company news service from the London Stock ExchangeRelated Shares:
Barclays