30th Jul 2007 07:01
Barclays PLC30 July 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. 30th July 2007 Barclays PLC Barclays Revised Offer for ABN AMRO - Update on Offer Barclays PLC ("Barclays") notes the announcement by the Supervisory andManagement Boards of ABN AMRO Holding NV ("ABN AMRO") that the proposed mergerwith Barclays is consistent with ABN AMRO's strategic vision and could result inthe creation of additional longer term value for ABN AMRO shareholders. The Merger Protocol signed by Barclays and ABN AMRO on 23 April 2007 has beenamended to reflect the terms of the Revised Offer, and to enable it to remain inforce in light of the withdrawal of ABN AMRO's formal recommendation. Under theterms of the Revised Offer, ABN AMRO ordinary shareholders will be entitled toreceive: - 2.13 New Barclays Shares and EUR 13.15 in cash for every ABN AMRO ordinary share- 0.5325 New Barclays ADSs and the dollar equivalent of EUR 13.15 in cash (1) for every ABN AMRO ADS The cash element of the consideration is already committed at a fixed price. The conditions to the launch of the Revised Offer, announced on 23 July 2007,include the requirement that the Boards of ABN AMRO recommend Barclays offer.Barclays has agreed to waive this pre-condition, but this will instead become acondition to the completion of the Revised Offer. Barclays continues to make good progress with respect to the remainingpre-conditions, documentation and regulatory change of control approvals so thatan announcement on the formal offer documentation being made available can bemade on or before 6 August 2007. Barclays believes that its Revised Offercontinues to provide the shareholders of ABN AMRO with superior long-term value. John Varley, CEO of Barclays, said: "We recognise that, at the current time, it is difficult for the Boards of ABNAMRO to make a clear recommendation to their shareholders. However, we arepleased to have their continuing support, and we are confident that our RevisedOffer delivers the value, stakeholder benefits and certainty that will allow theBoards to support a recommendation in due course. Combining Barclays and ABN AMRO would create a powerful force for customers andclients worldwide and a financial services organisation with a highly advantagedposition in high growth markets and business sectors. The long-term growthcreated through this merger will be significant and will, we believe, proveattractive to the shareholders of the new organisation." -------------------------- (1) The cash consideration paid for each ABN AMRO ADS will be U.S. dollars,based on the conversion of the Euro consideration into U.S. dollars at theaverage exchange rate for the five days preceding the date on which such cashconsideration is paid Ends This announcement is made in accordance with article 9b paragraph 1 of the DutchSecurities Markets Supervision Decree (Besluit toezicht effectenverkeer 1995). Enquiries: ANALYSTS AND INVESTORS Mark Merson +44 20 7116 5752James S Johnson +44 20 7116 2927 MEDIA Stephen Whitehead +44 20 7116 6060Alistair Smith +44 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. About ABN AMRONetherlands-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 SEC Filings and this Filing: Important InformationThis 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. In 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 a preliminary version of theBarclays offer document/prospectus. The Form F-4 has not yet become effective.Barclays expects that it will also file with the SEC a Statement on Schedule TOand other relevant materials. In addition, ABN AMRO expects that it will filewith the SEC a Recommendation Statement on Schedule 14D-9 and other relevantmaterials. Following the Form F-4 being declared effective by the SEC, Barclaysintends to mail the final offer document/prospectus to holders of ABN AMROordinary shares located in the United States and Canada and to holders of ABNAMRO ADSs wherever located. Such final documents, however, are not currently available. INVESTORS ARE URGEDTO READ THE FINAL OFFER DOCUMENT/PROSPECTUS AND ANY DOCUMENTS REGARDING THEPOTENTIAL TRANSACTION IF AND WHEN THEY BECOME AVAILABLE, BECAUSE THEY WILLCONTAIN 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 ABN AMRO's and Barclays plans and their current goals andexpectations relating to their future financial condition and performance andwhich involve a number of risks and uncertainties. Barclays caution readers thatno forward-looking statement is a guarantee of future performance and thatactual results could differ materially from those contained in theforward-looking statements. These forward-looking statements can be identifiedby the fact that they do not relate only to historical or current facts.Forward-looking statements sometimes use words such as 'aim', 'anticipate','target', 'expect', 'estimate', 'intend', 'plan', 'goal', 'believe', or otherwords of similar meaning. Examples of forward-looking statements include, amongothers, statements regarding the consummation of the business combinationbetween ABN AMRO and Barclays within the expected timeframe and on the expectedterms (if at all), the benefits of the business combination transactioninvolving ABN AMRO and Barclays, including the achievement of synergy targets,ABN AMRO's and Barclays future financial position, income growth, impairmentcharges, business strategy, projected costs and estimates of capital expenditureand revenue benefits, projected levels of growth in the banking and financialmarkets, the combined group's future financial and operating results, futurefinancial position, projected costs and estimates of capital expenditures, andplans and objectives for future operations of ABN AMRO, Barclays and thecombined group and other statements that are not historical fact. Additionalrisks and factors are identified in ABN AMRO and Barclays filings with the SECincluding ABN AMRO and Barclays Annual Reports on Form 20-F for the fiscal yearending December 31, 2006, which are available on ABN AMRO's website atwww.abnamro.com and Barclays website at www.barclays.com respectively, and onthe 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. This information is provided by RNS The company news service from the London Stock ExchangeRelated Shares:
Barclays