2nd Aug 2007 07:02
Barclays PLC02 August 2007 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. 2nd August 2007 BARCLAYS PLC For immediate release BARCLAYS ANNOUNCES FURTHER DETAILS OF SHARE BUYBACK OF UP TO £2.4 BILLION Further to its announcement of 23 July 2007, the Board of Directors of BarclaysPLC ("Barclays") today announces that, having received the relevant regulatoryclearances, Barclays intends to commence its share buyback programme on 6 August2007. The buyback programme will be executed by an independent third party broker,which will make its trading decisions in relation to Barclays sharesindependently of, and uninfluenced, by Barclays. Barclays will issue 201.4 million new Barclays ordinary shares to ChinaDevelopment Bank or its nominee(s) and 135.4 million new Barclays ordinaryshares to Temasek Holdings (Private) Limited ("Temasek") or its nominee(s) at aprice of £7.20 per share on 14 August 2007. The total proceeds from the issuanceof Barclays shares to China Development Bank and Temasek on 14 August 2007 willamount to £2.4 billion and this amount is unconditionally committed. Barclaysintends to immunise the dilutive effect of this unconditional new issuance forits existing shareholders by the commencement of a share buyback programme of upto £2.4 billion. The buyback programme is expected to last up to four months,part of which will be during the period in which its revised offer (the "Offer")for ABN AMRO Holding N.V. remains open for acceptances (as it may be extendedfrom time to time, the "Offer Period"). The buyback programme will be conducted in full compliance with applicable UKand Dutch laws and regulations. In view of the circumstances, and followingconsultation with the relevant regulators, Barclays has decided to imposesignificantly more restrictive limits on the buyback programme than wouldotherwise be applicable under the relevant UK and Dutch regulation. The Staff of the Division of Market Regulation of the U.S. Securities andExchange Commission (the "SEC") has confirmed that it will not recommend thatthe SEC take enforcement action against Barclays if Barclays conducts thebuyback programme in compliance with applicable U.K. and Dutch laws andregulations and on the terms summarised below. Barclays has today delegated authority to execute the share buyback programme toJPMorgan Cazenove under which the objective shall be to purchase the Barclaysshares as cheaply as possible on any trading day. Barclays has issuedirrevocable instructions under which: •Pursuant to the buyback programme, JPMorgan Cazenove has been instructed to repurchase a number of Barclays shares equal to the lesser of: (1) such number of Barclays shares as will be issued to China Development Bank and Temasek in the unconditional portion of their subscriptions (336.8 million shares) and (2) such number of Barclays shares as JPMorgan Cazenove is able to acquire using the proceeds from the unconditional subscription by China Development Bank and Temasek (£2.4 billion). •No purchases of shares will be made in the period 10 trading days prior to the expiration of the then current Offer Period. •Purchases under the buyback programme will not be (1) the opening purchase or (2) effected during the 30 minutes before the scheduled close of the trading session on the London Stock Exchange. •The maximum daily volume of purchases will be the lesser of (1) 25% of the average daily trading volume in Barclays shares for the calendar month of June 2007 (the last full month prior to the announcement of the buyback programme) and (2) 10% of the average daily trading volume in Barclays shares for the 20 regular trading days immediately preceding the date of the purchase. •Purchases will be subject to a cap on price equal to the higher of (1) the last independent trade on the London Stock Exchange and (2) the highest current independent bid for Barclays shares as reported on the London Stock Exchange. In addition, an absolute price limit of £8.50 per share has been imposed by Barclays. •All of the purchases will be executed on the London Stock Exchange. None of the purchases under the buyback programme will be executed in the United States or through the facilities of a U.S. securities exchange. •Barclays will retain the discretion to terminate the buyback programme but will not then be able to give instruction to resume the buyback programme during the Offer Period. The irrevocable instruction to JPMorgan Cazenove ends on 30 November 2007.Purchases of shares under the buyback programme will be made pursuant toBarclays existing shareholder authority to make market purchases of its ownshares granted at the Annual General Meeting held on 26 April 2007. All sharespurchased under the buyback programme shall be cancelled. Any purchase of shares made by Barclays or on its behalf following commencementof the buyback programme will be notified to a Regulatory Information Service assoon as possible and no later than 7.30am on the following business day inaccordance with the requirements of Listing Rule 12.4. Enquiries: Barclays ANALYSTS AND INVESTORS Mark Merson +44 (0) 20 7116 5752James S Johnson +44 (0) 20 7116 2927 MEDIA Stephen Whitehead +44 (0) 20 7116 6060Alistair Smith +44 (0) 20 7116 6132 About BarclaysBarclays 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 employs123,000 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. Other InformationThis announcement shall not constitute an offer to buy sell or issue or thesolicitation of an offer to buy, sell or issue any securities, nor shall therebe any sale of securities in any jurisdiction in which such offer, solicitationor sale would be unlawful prior to registration or qualification under thesecurities laws of any such jurisdiction. 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, orin relation to, and no responsibility or liability is or will be accepted by anyother person 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 distribution of this announcement, the offering of the new Barclays ordinaryshares pursuant to the Offer to persons not resident in the United States, theNetherlands and the United Kingdom may be affected by the laws of the relevantjurisdictions (the "Restricted Jurisdictions"). No action has been taken byBarclays or any other person that would permit an offering of such shares orpossession or distribution of this announcement or any other offering orpublicity material relating to such shares in any jurisdiction where action forthat purpose is required. Persons into whose possession this announcement comesare required by Barclays to inform themselves about, and to observe, anyapplicable requirements. The Offer will not be made, directly or indirectly, in any RestrictedJurisdiction unless by means of lawful prior registration or qualification underthe applicable laws of the Restricted Jurisdiction, or under an exemption fromsuch requirements. Accordingly, copies of this announcement, including theappendices, are not being, and must not be, mailed or otherwise distributed orsent in, into or from such Restricted Jurisdiction into which the same would beunlawful. Persons receiving this announcement (including, without limitation,custodians, nominees and trustees) must not distribute, mail or send it in, intoor from any Restricted Jurisdiction, and so doing may render any purportedacceptance of the Offer invalid. Future SEC Filings and this Filing: Important InformationIn 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 a preliminary version of the Barclays offer document/prospectus. TheForm F-4 has not yet become effective. Barclays expects that it will also filewith the SEC a Statement on Schedule TO and other relevant materials. Inaddition, ABN AMRO expects that it will file with the SEC a RecommendationStatement on Schedule 14D-9 and other relevant materials. Following the Form F-4being declared effective by the SEC, Barclays intends to mail the final offerdocument/prospectus to holders of ABN AMRO ordinary shares located in the UnitedStates and Canada and to holders of ABN AMRO ADSs wherever located. Such final offer document/prospectus, however, is not currently available.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 will be able to obtain a free copy of the Form F-4, the final offerdocument/prospectus and other filings without charge, at the SEC's website(www.sec.gov) if and when such documents are filed with the SEC. Copies of suchdocuments may also be obtained from ABN AMRO and Barclays without charge, if andwhen they are filed with the SEC. Forward-looking StatementsThis document contains certain forward-looking statements with respect tocertain of Barclays plans and their current goals and expectations relating totheir future financial condition and performance and which involve a number ofrisks 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. This information is provided by RNS The company news service from the London Stock ExchangeRelated Shares:
Barclays