25th Jul 2007 07:01
Barclays PLC25 July 2007 This announcement is not for distribution directly or indirectly in or into theUnited States, Canada, Australia or Japan or any jurisdiction into which thesame would be unlawful. This announcement does not constitute an offer to sellor issue or the solicitation of an offer to buy or acquire shares in the capitalof Barclays. The shares in Barclays referred to in this announcement have notbeen and will not be registered under the United States Securities Act of 1933,as amended and may not be offered or sold or transferred within the UnitedStates absent registration or an exemption from registration. No public offeringof securities is being made in the United Kingdom, the United States orelsewhere. 25 July 2007 For immediate release RESULT OF CLAWBACK PLACING OF UP TO 229,729,730 ORDINARY SHARES OF 25P EACH AT A PLACING PRICE OF 740P EACH Under the terms of the subscription agreements announced on 23 July 2007, ChinaDevelopment Bank ("CDB") committed to subscribe for 693 million Barclaysordinary shares and Temasek Holdings ("Temasek") committed to subscribe for 196million Barclays ordinary shares at a price of £7.40 per share conditional onthe merger completing. Of these amounts 229,729,730 shares were made availablein a clawback placing targeted at Barclays existing shareholders in order toallow them to participate on the same terms. Applications for subscription under the clawback placing have resulted in theallocation of 153,772,445 shares at a price of £7.40 per share (representing£1.14bn worth of Barclays shares) to existing Barclays shareholders and certainother institutional investors. As a result of this placing CDB and Temasek have been scaled back such thatconditional upon the completion of the proposed merger with ABN AMRO, ChinaDevelopment Bank will now subscribe for a total of 582 million shares at a priceof £7.40 per share (representing £4.31 billion worth of Barclays shares), andTemasek will subscribe for a total of 153 million shares at a price of £7.40 pershare (representing £1.13 billion worth of Barclays shares). Assuming that therevised offer for ABN AMRO is successful, China Development Bank will, uponcompletion, have a shareholding of 6.7% and Temasek 2.5%. The full terms and conditions of the clawback placing are set out in theannouncement of the placing on 23 July 2007. Terms and assumptions defined inthat announcement carry the same meaning 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: BarclaysANALYSTS AND INVESTORSMark Merson +44 (0) 20 7116 5752James S Johnson +44 (0) 20 7116 2927 MEDIAStephen WhiteheadAlistair Smith +44 (0) 20 7116 6060 +44 (0) 20 7116 6132 JPMorgan Cazenove +44 (0) 20 7588 2828Jonathan Wilcox +44 (0) 20 7588 2828Ian Hannam Citi +44 (0) 20 7986 4000Chris Williams Credit Suisse + 44 (0) 20 7888 8888James Leigh-Pemberton + 44 (0) 20 7888 8888Tom Ahearne + 44 (0) 20 7888 8888Michael Lever Deutsche Bank + 44 (0)20 7545 8000James Agnew 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 (the"Bookrunners and Placing Agents") or by any of their respective affiliates oragents as to or in relation to, the accuracy or completeness of thisannouncement or any other written or oral information made available to orpublicly available to any interested party or its advisers, and any liabilitytherefore is expressly disclaimed. The Bookrunners and Placing Agents are acting for Barclays in connection withthe Placing and no one else and will not be responsible to anyone other thanBarclays for providing the protections afforded to clients of the Bookrunnersand Placing Agents nor for providing advice in relation 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 AND THE TERMS AND CONDITIONS SET OUT OR REFERENCED HEREIN ARE FORINFORMATION PURPOSES ONLY AND IS DIRECTED ONLY AT: (A) PERSONS IN MEMBER STATESOF THE EUROPEAN ECONOMIC AREA WHO ARE QUALIFIED INVESTORS; (B) IN THE UNITEDKINGDOM, QUALIFIED INVESTORS WHO ARE PERSONS WHO (I) HAVE PROFESSIONALEXPERIENCE IN MATTERS RELATING TO INVESTMENTS FALLING WITHIN ARTICLE 19(1) OFTHE FINANCIAL SERVICES AND MARKETS ACT 2000 (FINANCIAL PROMOTION) ORDER 2005(THE "ORDER"); (II) ARE PERSONS FALLING WITHIN ARTICLE 49(2)(A) TO (D) ("HIGHNET WORTH COMPANIES, UNINCORPORATED ASSOCIATIONS, ETC") OF THE ORDER; OR (III)ARE PERSONS TO WHOM IT MAY OTHERWISE BE LAWFULLY COMMUNICATED (ALL SUCH PERSONSTOGETHER BEING REFERRED TO AS "RELEVANT PERSONS"). THIS ANNOUNCEMENT AND THETERMS AND CONDITIONS SET OUT OR REFERENCED HEREIN MUST NOT BE ACTED ON OR RELIEDON BY PERSONS WHO ARE NOT RELEVANT PERSONS. ANY INVESTMENT OR INVESTMENTACTIVITY TO WHICH THIS ANNOUNCEMENT AND THE TERMS AND CONDITIONS SET OUT ORREFERENCED HEREIN RELATES IS AVAILABLE ONLY TO RELEVANT PERSONS AND WILL BEENGAGED IN ONLY WITH RELEVANT PERSONS. THIS ANNOUNCEMENT DOES NOT ITSELFCONSTITUTE AN OFFER FOR SALE OR SUBSCRIPTION OF ANY SECURITIES IN BARCLAYS. Persons invited to and who choose to participate in the Placing, by making anoral or written offer to subscribe for Placing Shares (the "Placees"), will bedeemed to have read and understood this announcement in its entirety and to bemaking such offer on the terms and conditions, and to be providing therepresentations, warranties, acknowledgements, and undertakings contained orreferenced in this announcement. In particular each such Placee represents,warrants and acknowledges that it is: (a) a Relevant Person (as defined above) and undertakes that it isacquiring and will hold, manage or dispose of any Placing Shares that areallocated to it for 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 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 or any other offering or publicity material relating to suchshares. 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 announcement orany other offering or publicity material relating to such shares should seekappropriate advice before taking any action. THIS ANNOUNCEMENT IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY ORINDIRECTLY IN OR INTO THE UNITED STATES, CANADA, AUSTRALIA OR JAPAN. This information is provided by RNS The company news service from the London Stock ExchangeRelated Shares:
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