Possible Offer for Woolwich

Barclays PLC
9 August 2000


POSSIBLE OFFER BY

BARCLAYS PLC FOR WOOLWICH PLC 



In the light of market speculation, Barclays and Woolwich announce that they
are in discussions which may or may not lead to a recommended offer by
Barclays for Woolwich.

The offer, if made, would comprise 164p in cash and 0.1175 Barclays shares (ex
the interim dividend of 20.0p per Barclays share) per Woolwich share. 
Woolwich shareholders would retain the Woolwich interim dividend of 4.4p per
share.  The offer, together with the Woolwich interim dividend, would value
Woolwich at 362p per share (based on Barclays closing price of 1667p as at 8
August 2000), a premium of 34 per cent to Woolwich's closing price of 269.25p
at that date, and on this basis would value the whole of the issued share
capital of Woolwich at approximately £5.5 billion.

The transaction would be expected to be earnings enhancing for Barclays in
2001 and beyond (before accounting for goodwill and restructuring charges but
after the inclusion of synergies)*.

In February 2000, Barclays Chief Executive, Matthew Barrett, set out his
vision for the transformation of Barclays to achieve the following principal
objectives:

- superiority in the range of products, services and value propositions
available to customers 

- value maximisation through the application of leading edge management
sciences and great people and leadership

- innovation in the use of technology for the benefit of customers and to
transform internal business models

- outstanding productivity

The incorporation of Woolwich's brand, management, products and capabilities
within the Barclays group would accelerate the achievement of Barclays
strategic ambitions - particularly in personal financial services.

Both brands, supported by Barclays and Woolwich branches, would be retained.
In time, the products and services would be made available to the combined
customer base through their channel of choice.

The combination of Barclays and Woolwich would:

- have as its vision the creation of customer advantage by making available
enhanced value, greater convenience and increased access 

- serve one of the largest customer bases in the United Kingdom financial
services industry

- bring together two acknowledged leaders in e-commerce

- accelerate the expansion of Woolwich's innovative Open Plan service 

- achieve a major presence for the enlarged group in the mortgage market - an
important gateway for customer relationship development

- give Barclays access to Woolwich's successful IFA channel

The potential transaction would be expected to generate substantial synergies,
both in terms of additional revenues and of cost savings.

A further announcement is expected to be made as soon as practicable.

Barclays is being advised by Credit Suisse First Boston and Woolwich is being
advised by Schroder Salomon Smith Barney.


Credit Suisse First Boston, which is regulated in the United Kingdom by The
Securities and Futures Authority Limited, is acting for Barclays and for no
one else in connection with this matter and will not be responsible to anyone
other than Barclays for providing the protections afforded to customers of
Credit Suisse First Boston or for giving advice in relation to the
transaction.

Schroder Salomon Smith Barney, which is regulated in the United Kingdom by The
Securities and Futures Authority Limited, is acting for Woolwich and for no
one else in connection with this matter and will not be responsible to anyone
other than Woolwich for providing the protections afforded to customers of
Schroder Salomon Smith Barney or for giving advice in relation to the
transaction.

This announcement does not constitute an offer to sell or an invitation to
purchase any securities.

In order to utilise the 'Safe Harbor' provisions of the United States Private
Securities Litigation Reform Act of 1995, Barclays and Woolwich are providing
the following cautionary statement:

This announcement contains certain forward looking statements with respect to
the financial condition, results of operations and businesses of Barclays and
Woolwich, synergies and cost savings and management's plans and objectives for
the enlarged Barclays group.  These statements and forecasts involve risk and
uncertainty because they relate to events and depend upon circumstances that
will occur in the future.  There are a number of factors that could cause
actual results and developments to differ materially from those expressed or
implied by these forward looking statements and forecasts, such as the ability
of Barclays and Woolwich to integrate their large and complex businesses and
realise synergies and achieve cost savings, delays in new product launches,
exposure to fluctuations in exchange rates for foreign currencies, the impact
of competition, price controls and price reductions and inflation, adverse
economic conditions, and the inability of the enlarged Barclays group to
market existing and new products effectively.

*Nothing in this announcement should be construed as a profit forecast or be
interpreted to mean that the future earnings per share of the enlarged
Barclays group will necessarily be greater than the historic published
earnings per share of the Barclays group.