Offer for ABN AMRO withdrawn
Barclays PLC
05 October 2007
The Offer is not being made, directly or indirectly, in or into, and
consequently this announcement is not for distribution, directly or indirectly,
in or into, Italy, Japan or any other jurisdiction where the making of this
Offer is not in compliance with local laws. This document shall not constitute
an offer to sell or buy or the solicitation of an offer to buy or sell
securities, nor shall there be any sale or purchase of securities in any
jurisdiction in which such offer, solicitation or sale would be unlawful.
5 October 2007
WITHDRAWAL OF OFFER FOR ABN AMRO AND RESTART OF BUYBACK PROGRAMME
Barclays announces that as at 4 October 2007, the Closing Date of its offer
('Offer') for ABN AMRO Holding N.V. ('ABN AMRO'), not all the conditions
relating to the Offer were fulfilled. In particular, the condition that at least
80% of ABN AMRO's issued ordinary share capital as at the Closing Date
(excluding any ordinary shares held by ABN AMRO) were tendered, has not been
fulfilled. As a result, Barclays withdraws its Offer with immediate effect. Any
tenders of ordinary shares, American Depositary Shares, formerly convertible
preference shares or DR preference shares under the Offer prior to or after the
date of this announcement will be deemed not to have been made.
As at 4 October 2007, 4,410,136 ordinary shares in the share capital of ABN AMRO
were tendered under the Offer, as well as 782,945 American Depositary Shares. In
addition 5,260 formerly convertible preference shares and 8,466,875 DR
preference shares were tendered under the Offer.
The merger protocol entered into between Barclays and ABN AMRO on 23 April 2007
(and amended on 23 July and 30 July 2007) is now terminated in accordance with
its terms and Barclays is requesting payment of the €200 million break fee to
which it is contractually entitled. This break fee will significantly exceed the
costs that Barclays incurred in connection with the Offer.
The Barclays share buyback programme will be terminated today and will restart
without the restrictions specific to the Offer as announced on 2 August 2007. To
date Barclays has in aggregate acquired approximately 140.9 million shares for
cancellation at an average price of 622.5 pence. Under the new, restarted
programme, up to £1.55 billion remains available to purchase a maximum of 196.0
million shares for cancellation during the period from 8 October to 31 December
2007. The objective of the restarted programme remains to immunise the dilutive
effect of the issuance of shares to China Development Bank and Temasek on
existing shareholders.
John Varley, Barclays Group CEO, said:
'I thank Barclays shareholders and employees for their overwhelming support for
this transaction over the past months. Barclays has strong momentum and I am
confident that we will continue to deliver significant growth in the coming
years.'
Marcus Agius, Barclays Group Chairman, said:
'The Board is proud of the way Barclays senior management conducted the campaign
for ABN AMRO. We remain committed to continuing our successful strategy of Earn,
Invest and Grow.'
Enquiries:
Barclays
ANALYSTS AND INVESTORS
Mark Merson +44 (0) 20 7116 5752
John McIvor +44 (0) 20 7116 2929
MEDIA
Stephen Whitehead +44 (0) 20 7116 6060
Alistair Smith +44 (0) 20 7116 6132
Important Information
This announcement is a public announcement as defined in section 9b paragraph 1,
section 9t paragraph 3 and section 9t paragraph 4 of the Dutch Securities
Markets Supervision Decree (Besluit toezicht effectenverkeer 1995).
Forward-looking statements
This announcement contains certain forward-looking statements within the meaning
of Section 21E of the US Securities Exchange Act of 1934, as amended, and
Section 27A of the US Securities Act of 1933, as amended, with respect to
certain of the Group's plans and its current goals and expectations relating to
its future financial condition and performance. These forward-looking statements
can be identified by 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 other words of similar meaning. Examples of forward-looking
statements include, among others, statements regarding the Group's future
financial position, income growth, impairment charges, business strategy,
projected levels of growth in the banking and financial markets, projected
costs, estimates of capital expenditures, and plans and objectives for future
operations.
By their nature, forward-looking statements involve risk and uncertainty because
they relate to future events and circumstances, including, but not limited to,
the further development of standards and interpretations under International
Financial Reporting Standards (IFRS) applicable to past, current and future
periods, evolving practices with regard to the interpretation and application of
standards under IFRS, as well as UK domestic and global economic and business
conditions, market related risks such as changes in interest rates and exchange
rates, the policies and actions of governmental and regulatory authorities,
changes in legislation, progress in the integration of Absa into the Group's
business and the achievement of synergy targets related to Absa, the outcome of
pending and future litigation, the success of future acquisitions and other
strategic transactions and the impact of competition - a number of which factors
are beyond the Group's control. As a result, the Group's actual future results
may differ materially from the plans, goals, and expectations set forth in the
Group's forward-looking statements. Any forward-looking statements made by or on
behalf of Barclays speak only as of the date they are made. Barclays does not
undertake to update forward-looking statements to reflect any changes in
Barclays expectations with regard thereto or any changes in events, conditions
or circumstances on which any such statement is based. The reader should,
however, consult any additional disclosures that Barclays has made or may make
in documents it has filed or may file with the SEC.
Nothing in this announcement is intended, or is to be construed, as a profit
forecast or to be interpreted to mean that earnings per Barclays share for the
current or future financial years, will necessarily match or exceed the
historical published earnings per Barclays share.
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