23rd May 2007 17:44
Barclays PLC23 May 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. The availability of Barclays offer topersons not resident in the United States, the Netherlands and the UnitedKingdom may be affected by the laws of the relevant jurisdictions. Such personsshould inform themselves about and observe any applicable requirements. 23 May 2007 Barclays Recommended Merger with ABN AMRO - 30 Day Announcement This announcement is being made pursuant to Dutch securities laws governing theOffer, more specifically article 9g paragraph 1 under a of the Dutch SecuritiesMarket Supervision Decree (Besluit toezicht effectenverkeer 1995). In accordancewith this article, within 30 calendar days after the announcement that was madeby Barclays and ABN AMRO on 23 April 2007, an announcement must be made in orderto update investors on the Offer. Further to the announcement of 23 April 2007, outlining the terms of the agreedmerger between Barclays PLC ("Barclays") and ABN AMRO Holding N.V, ("ABN AMRO"),Barclays and ABN AMRO today announce that they are making excellent progresswith the key regulatory filings required to proceed with Barclays offer to ABNAMRO shareholders (the "Offer") and expect to publish Offer documentation inJuly. Each of the Boards of ABN AMRO and Barclays has unanimously resolved torecommend the transaction to their shareholders. The proposed merger of ABN AMROand Barclays will create a strong and competitive combination for its clientswith superior products and extensive distribution. The merged group is expectedto generate significant and sustained future incremental earnings growth forshareholders. As set out in the joint Barclays and ABN AMRO announcement of 23 April 2007, ABNAMRO ordinary shareholders will receive 3.225 ordinary shares in Barclays foreach existing ABN AMRO ordinary share. Under the terms of the Offer, Barclaysexisting ordinary shareholders will own approximately 52 per cent. and ABN AMROexisting ordinary shareholders will own approximately 48 per cent. of thecombined group. Regulatory Approvals In connection with the Offer there are 108 regulatory authorities in 53countries with whom a change of control filing needs to be made. A change ofcontrol consent is required from 55 of these regulatory authorities to enableclosing of the Offer. Barclays and ABN AMRO are making excellent progress in respect of theseregulatory processes and by the end of May expect to have completedsubstantially all of the relevant filings where a consent or notification isrequired prior to closing of the public offer. The applications for the UK andthe Netherlands, being the two most significant jurisdictions given the locationof incorporation and lead regulation of the two groups, have already been filedwith the relevant regulators. Competition Authority Approvals Barclays and ABN AMRO are also at an advanced state of preparation in relationto the various merger control filings that will be needed. The parties havejointly carried out a detailed competition analysis and are confident that thereare no substantive anti-trust issues to address. Barclays and ABN AMRO thereforeanticipate that merger control issues will not have any impact on the Offertimetable. Timetable The posting of formal Offer documentation remains conditional upon satisfactionor waiver of the pre-Offer conditions referred to in the announcement of 23April 2007. Barclays and ABN AMRO intend to publish formal Offer documentationin six weeks. Good progress has been made to date on fulfilment of significant pre-Offerconditions such as the regulatory and anti-trust filings referred to above, therequired tax clearances, and the consultation with the representative bodies ofthe employees. Furthermore the UK Financial Services Authority ("FSA") and DeNederlandsche Bank have agreed, as mentioned in the announcement of 23 April2007, that the FSA will be lead supervisor of the combined group. However,significant matters still need to be progressed over the next six weeks,particularly in relation to regulatory approval of the Offer documentation byAFM, UKLA and SEC and the approval by the relevant US authorities required tocomplete the agreement with Bank of America to acquire LaSalle. John Varley, the CEO of Barclays, said: "Barclays recommended Offer for ABN AMRO will create a world leading bank,better able to serve our customers with more and better products thus creatingadditional value for the shareholders of both our companies for many years tocome. The Barclays Offer provides ABN AMRO shareholders certainty,deliverability and value." This announcement is made in accordance with article 9g paragraph 1 under a ofthe Dutch Securities Market Supervision Decree (Besluit toezicht effectenverkeer1995). Enquiries: ABN AMRO ANALYSTS AND INVESTORSRichard Bruens +31 20 6287835Alex van Leeuwen +1 312 992 0818Dies Donker +31 20 6287835Alexander Mollerus +31 20 6287835 MEDIAJochem van de Laarschot +31 20 6288900Neil Moorhouse +31 20 6288900Piers Townsend +44 207 678 8244 Barclays ANALYSTS AND INVESTORSMark Merson +44 20 7116 5752James S Johnson +44 20 7116 2927 MEDIAStephen Whitehead +44 20 7116 6060Alistair Smith +44 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 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. About ABN AMRO Netherlands-based ABN AMRO is a leading international bank with total assets ofEUR 1,054.60 bln (as at 31 March 2007). It has more than 4,500 branches in 53countries, and has a staff of more than 107,000 full-time equivalents worldwide.ABN AMRO is listed on Euronext and the New York Stock Exchange. For furtherinformation about ABN AMRO, please visit our website www.abnamro.com. Other 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 availability of Barclays offer topersons not resident in the United States, the Netherlands and the UnitedKingdom may be affected by the laws of the relevant jurisdictions (the"Restricted Jurisdictions"). Such persons should inform themselves about andobserve any applicable 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 including, in the case of the US, except by means of aprospectus meeting the requirements of Section 10 of the US Securities Act of1933, as amended. Accordingly, copies of this announcement are not being, andmust not be, mailed or otherwise distributed or sent in, into or from suchRestricted Jurisdiction. Persons receiving this announcement (including, withoutlimitation, custodians, nominees and trustees) must not distribute, mail or sendit in, into or from any Restricted Jurisdiction, and so doing may render anypurported acceptance of the offer invalid. Future SEC Filings and this Filing: Important Information In connection with the proposed business combination transaction between ABNAMRO and Barclays, Barclays expects it will file with the SEC a RegistrationStatement on Form F-4, which will constitute a prospectus, as well as a TenderOffer Statement on Schedule TO and other relevant materials. In addition, ABNAMRO expects that it will file with the SEC a Solicitation/RecommendationStatement on Schedule 14D-9 and other relevant materials. Such documents,however, are not currently available. INVESTORS ARE URGED TO READ ANY DOCUMENTS REGARDING THE POTENTIAL TRANSACTION IFAND WHEN THEY BECOME AVAILABLE, BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION. Investors will be able to obtain a free copy of such filings without charge, atthe SEC's website (www.sec.gov) once such documents are filed with the SEC.Copies of such documents may also be obtained from ABN AMRO and Barclays withoutcharge, once they are filed with the SEC. Forward Looking Statements This document contains certain forward-looking statements within the meaning ofSection 21E of the US Securities Exchange Act of 1934, as amended, and Section27A of the US Securities Act of 1933, as amended, with respect to certain of ABNAMRO's and 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 herein speak only as of the date they aremade. Barclays does not undertake to update forward-looking statements toreflect any changes in expectations with regard thereto or any changes inevents, conditions or circumstances on which any such statement is based. Thereader should, however, consult any additional disclosures that ABN AMRO andBarclays have made or may make in documents they have filed or may file with theSEC. 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