14th Sep 2007 14:01
Barclays PLC14 September 2007 BARCLAYS PLC 14 September 2007 Barclays shareholders approve proposed merger with ABN AMRO Barclays PLC announces that all the resolutions put forward at today'sExtraordinary General Meeting and Ordinary Shareholder Class Meeting werepassed. Each of the resolutions was passed by a majority of at least 90% percent of the votes cast. Barclays PLC Extraordinary General Meeting A poll was held on each of the resolutions proposed at the Extraordinary GeneralMeeting held on 14 September 2007. The results of the polls are: Resolutions For Against Vote Withheld 1 To approve the proposed merger 3,559,427,346 412,793,299 81,274,763 (90%) (10%) 2 To approve the creation of 3,602,174,764 365,532,817 85,787,827 preference shares (91%) (9%) 3 To renew the authority given 3,710,293,360 335,843,605 7,358,443 to the Directors to allot (92%) (8%) securities 4 To renew the authority given 3,629,869,643 412,458,745 11,167,020 to Directors to allot equity (90%) (10%) securities for cash other than on a pro-rata basis to shareholders and to sell treasury shares 5 To renew the Company's 3,916,978,449 125,955,507 10,561,452 authority to purchase its own (97%) (3%) shares 6 To cancel the share premium 3,884,254,496 132,487,550 36,753,362 account (97%) (3%) Barclays PLC Class Meeting of Ordinary Shareholders A poll was held on the resolution proposed at the Class Meeting of OrdinaryShareholders held on 14 September 2007. The result of the poll is: Resolutions For Against Vote Withheld 1 To approve the passing and 3,546,686,678 328,476,700 86,443,047 implementation of Resolution 2 (92%) (8%) at the Extraordinary General Meeting relating to the preference shares and to consent to any resulting change in the rights of ordinary shares For further information please contact Investor Relations Media RelationsMark Merson Alistair Smith/Robin Tozer+44 (0) 20 7116 5752 +44 (0) 20 7116 6132/6586 Other information Important InformationThis is an announcement within the meaning of article 9b paragraph 1 of theDutch Securities Market Supervision Decree (Besluit toezicht effectenverkeer1995). 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 of the Restricted Jurisdictions (except for Italy)where the making of this Offer is not in compliance with local laws. Consequently this announcement is not for distribution, directly or indirectly,in or into, any Restricted Jurisdiction. This announcement 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. Theavailability of the Offer to persons not resident in the Offer Jurisdictions maybe affected by the laws of the relevant jurisdictions. Such persons shouldinform themselves about and observe any applicable requirements. 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 (including, withoutlimitation, custodians, nominees and trustees) who intend or would intend tosend, mail or otherwise distribute the Offer documentation or any documentsrelating thereto should read the restrictions on distribution set out in theOffer documentation and should inform themselves about and observe anyapplicable requirements before taking any action. The Offer has not received clearance from the Commissione Nazionale per leSociet'a e la Borsa (CONSOB) pursuant to Italian securities laws andimplementing regulations (in particular under Section 102 of Italian LegislativeDecree No. 58 dated 24 February 1998). Consequently, any form of solicitation(i.e. any offer, invitation to offer or promotional advertisement) ofacceptances of the Offer by ABN AMRO shareholders and/or ABN AMRO ADS holdersbased in Italy will be contrary to Italian laws and regulations. Application forauthorisation by the relevant Italian authorities for the launching of an offerfor ABN AMRO shares and/or ABN AMRO ADSs in the Republic of Italy has not yetbeen and is not currently intended to be made. Accordingly, Italian ABN AMROshareholders and/or ABN AMRO ADS holders are hereby notified that, to the extentsuch ABN AMRO shareholders and/or ABN AMRO ADS holders are persons or entitiesresident and/or located in the Republic of Italy and until and to the extentthat the relevant authorization has been obtained from the Italian authorities,the Offer is not made in or into Italy, as such would not be in compliance withlocal laws. Neither the Offer documentation nor any other offering materialsrelated to the Offer or the ABN AMRO shares or ABN AMRO ADSs may be distributedor made available in the Republic of Italy. SEC FilingsIn 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 andhas filed and will file other relevant materials. In addition, ABN AMRO hasfiled with the SEC a Recommendation Statement on Schedule 14D-9 and has filedand will file other relevant materials. Barclays has mailed the offer document/prospectus to holders of ABN AMRO ordinary shares located in the United Statesand Canada and to holders of ABN AMRO ADSs located in certain jurisdictionsworldwide. 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 offer document/prospectusand other Barclays filings without charge, at the SEC's website (www.sec.gov).Copies of such documents may also be obtained from Barclays without charge. This information is provided by RNS The company news service from the London Stock ExchangeRelated Shares:
Barclays