Result of Clawback Placing
Barclays PLC
25 July 2007
This announcement is not for distribution directly or indirectly in or into the
United States, Canada, Australia or Japan or any jurisdiction into which the
same would be unlawful. This announcement does not constitute an offer to sell
or issue or the solicitation of an offer to buy or acquire shares in the capital
of Barclays. The shares in Barclays referred to in this announcement have not
been and will not be registered under the United States Securities Act of 1933,
as amended and may not be offered or sold or transferred within the United
States absent registration or an exemption from registration. No public offering
of securities is being made in the United Kingdom, the United States or
elsewhere.
25 July 2007
For immediate release
RESULT OF CLAWBACK PLACING OF UP TO 229,729,730 ORDINARY SHARES OF 25P EACH AT A
PLACING PRICE OF 740P EACH
Under the terms of the subscription agreements announced on 23 July 2007, China
Development Bank ('CDB') committed to subscribe for 693 million Barclays
ordinary shares and Temasek Holdings ('Temasek') committed to subscribe for 196
million Barclays ordinary shares at a price of £7.40 per share conditional on
the merger completing. Of these amounts 229,729,730 shares were made available
in a clawback placing targeted at Barclays existing shareholders in order to
allow them to participate on the same terms.
Applications for subscription under the clawback placing have resulted in the
allocation of 153,772,445 shares at a price of £7.40 per share (representing
£1.14bn worth of Barclays shares) to existing Barclays shareholders and certain
other institutional investors.
As a result of this placing CDB and Temasek have been scaled back such that
conditional upon the completion of the proposed merger with ABN AMRO, China
Development Bank will now subscribe for a total of 582 million shares at a price
of £7.40 per share (representing £4.31 billion worth of Barclays shares), and
Temasek will subscribe for a total of 153 million shares at a price of £7.40 per
share (representing £1.13 billion worth of Barclays shares). Assuming that the
revised offer for ABN AMRO is successful, China Development Bank will, upon
completion, have a shareholding of 6.7% and Temasek 2.5%.
The full terms and conditions of the clawback placing are set out in the
announcement of the placing on 23 July 2007. Terms and assumptions defined in
that announcement carry the same meaning in this announcement
Citi, Credit Suisse, Deutsche Bank and JPMorgan Cazenove are acting as joint
bookrunners and placing agents on behalf of Barclays in respect of the clawback
placing.
Enquiries:
Barclays
ANALYSTS AND INVESTORS
Mark Merson +44 (0) 20 7116 5752
James S Johnson +44 (0) 20 7116 2927
MEDIA
Stephen Whitehead
Alistair Smith +44 (0) 20 7116 6060
+44 (0) 20 7116 6132
JPMorgan Cazenove +44 (0) 20 7588 2828
Jonathan Wilcox +44 (0) 20 7588 2828
Ian Hannam
Citi +44 (0) 20 7986 4000
Chris Williams
Credit Suisse + 44 (0) 20 7888 8888
James Leigh-Pemberton + 44 (0) 20 7888 8888
Tom Ahearne + 44 (0) 20 7888 8888
Michael Lever
Deutsche Bank + 44 (0)20 7545 8000
James Agnew
This announcement is a public announcement as defined in section 9b paragraph 1
of the Dutch Securities Markets Supervision Decree (Besluit toezicht
effectenverkeer 1995).
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, or in
relation to, and no responsibility or liability is or will be accepted by
JPMorgan Cazenove Limited, Citigroup Global Markets U.K. Equity Limited, Credit
Suisse Securities (Europe) Limited or Deutsche Bank AG, London Branch (the
'Bookrunners and Placing Agents') or by any of their respective affiliates or
agents as to or in relation to, the accuracy or completeness of this
announcement or any other written or oral information made available to or
publicly available to any interested party or its advisers, and any liability
therefore is expressly disclaimed.
The Bookrunners and Placing Agents are acting for Barclays in connection with
the Placing and no one else and will not be responsible to anyone other than
Barclays for providing the protections afforded to clients of the Bookrunners
and Placing Agents nor for providing advice in relation to the Placing.
The distribution of this announcement and the offering of the Placing Shares in
certain jurisdictions may be restricted by law. No action has been taken by
Barclays or the Bookrunners and Placing Agents that would permit an offering of
such shares or possession or distribution of this announcement or any other
offering or publicity material relating to such shares in any jurisdiction where
action for that purpose is required. Persons into whose possession this
announcement comes are required by Barclays and the Bookrunners and Placing
Agents to inform themselves about, and to observe, and such restrictions.
Certain statements in this announcement are forward-looking statements which are
based on Barclays expectations, intentions and projections regarding its future
performance, anticipated events or trends and other matters that are not
historical facts. These statements are not guarantees of future performance and
are subject to known and unknown risks, uncertainties and other factors that
could cause actual results to differ materially from those expressed or implied
by such forward-looking statements. Given these risks and uncertainties,
prospective investors are cautioned not to place undue reliance on
forward-looking statements. Forward-looking statements speak only as of the date
of such statements and, except as required by applicable law, Barclays
undertakes no obligation to update or revise publicly any forward-looking
statements, whether as a result of new information, future events or otherwise.
The price of shares and the income from them may go down as well as up and
investors may not get back the full amount invested on disposal of the shares.
MEMBERS OF THE PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE PLACING. THIS
ANNOUNCEMENT AND THE TERMS AND CONDITIONS SET OUT OR REFERENCED HEREIN ARE FOR
INFORMATION PURPOSES ONLY AND IS DIRECTED ONLY AT: (A) PERSONS IN MEMBER STATES
OF THE EUROPEAN ECONOMIC AREA WHO ARE QUALIFIED INVESTORS; (B) IN THE UNITED
KINGDOM, QUALIFIED INVESTORS WHO ARE PERSONS WHO (I) HAVE PROFESSIONAL
EXPERIENCE IN MATTERS RELATING TO INVESTMENTS FALLING WITHIN ARTICLE 19(1) OF
THE FINANCIAL SERVICES AND MARKETS ACT 2000 (FINANCIAL PROMOTION) ORDER 2005
(THE 'ORDER'); (II) ARE PERSONS FALLING WITHIN ARTICLE 49(2)(A) TO (D) ('HIGH
NET WORTH COMPANIES, UNINCORPORATED ASSOCIATIONS, ETC') OF THE ORDER; OR (III)
ARE PERSONS TO WHOM IT MAY OTHERWISE BE LAWFULLY COMMUNICATED (ALL SUCH PERSONS
TOGETHER BEING REFERRED TO AS 'RELEVANT PERSONS'). THIS ANNOUNCEMENT AND THE
TERMS AND CONDITIONS SET OUT OR REFERENCED HEREIN MUST NOT BE ACTED ON OR RELIED
ON BY PERSONS WHO ARE NOT RELEVANT PERSONS. ANY INVESTMENT OR INVESTMENT
ACTIVITY TO WHICH THIS ANNOUNCEMENT AND THE TERMS AND CONDITIONS SET OUT OR
REFERENCED HEREIN RELATES IS AVAILABLE ONLY TO RELEVANT PERSONS AND WILL BE
ENGAGED IN ONLY WITH RELEVANT PERSONS. THIS ANNOUNCEMENT DOES NOT ITSELF
CONSTITUTE AN OFFER FOR SALE OR SUBSCRIPTION OF ANY SECURITIES IN BARCLAYS.
Persons invited to and who choose to participate in the Placing, by making an
oral or written offer to subscribe for Placing Shares (the 'Placees'), will be
deemed to have read and understood this announcement in its entirety and to be
making such offer on the terms and conditions, and to be providing the
representations, warranties, acknowledgements, and undertakings contained or
referenced in this announcement. In particular each such Placee represents,
warrants and acknowledges that it is:
(a) a Relevant Person (as defined above) and undertakes that it is
acquiring and will hold, manage or dispose of any Placing Shares that are
allocated to it for the purposes of its business; and
(b) outside the United States and is subscribing for the Placing
Shares in an 'offshore transaction' (within the meaning of Regulation S under
the Securities Act).
This announcement and the information contained herein is not for publication or
distribution, directly or indirectly, to persons in the United States, Canada,
Australia or Japan or in any jurisdiction in which such publication or
distribution is unlawful. No public offer of securities of Barclays is being
made in the United Kingdom, the United States or elsewhere.
In particular, the Placing Shares referred to in this announcement have not been
and will not be registered under the Securities Act and may not be offered, sold
or transferred within the United States except pursuant to an exemption from, or
as part of a transaction not subject to, the registration requirements of the
Securities Act. The Placing Shares are being offered and sold outside the United
States only and in accordance with Regulation S under the Securities Act.
The relevant clearances have not been, and nor will they be, obtained from the
securities commission of any province or territory of Canada; no prospectus has
been lodged with or registered by, the Australian Securities and Investments
Commission or the Japanese Ministry of Finance; and the Placing Shares have not
been, and nor will they be, registered under or offered in compliance with the
securities laws of any state, province or territory of Canada, Australia or
Japan. Accordingly, the Placing Shares may not (unless an exemption under the
relevant securities laws is applicable) be offered, sold, resold or delivered,
directly or indirectly, in or into the United States, Canada, Australia or Japan
or any other jurisdiction outside the United Kingdom.
The Placing Shares have not been approved or disapproved by the US Securities
and Exchange Commission, any State securities commission or other regulatory
authority in the United States, nor have any of the foregoing authorities passed
upon or endorsed the merits of the Placing or the accuracy or adequacy of this
announcement or any other offering or publicity material relating to such
shares. Any representation to the contrary is unlawful.
Persons (including, without limitation, nominees and trustees) who have a
contractual or other legal obligation to forward a copy of this announcement or
any other offering or publicity material relating to such shares should seek
appropriate advice before taking any action.
THIS ANNOUNCEMENT IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR
INDIRECTLY IN OR INTO THE UNITED STATES, CANADA, AUSTRALIA OR JAPAN.
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