THIS ANNOUNCEMENT IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY IN OR INTO THE UNITED STATES, CANADA, AUSTRALIA OR JAPAN OR ANY OTHER 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 in the United States, Canada, Australia or Japan or any jurisdiction in which such an offer or solicitation is unlawful. 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 will be made in the United Kingdom, the United States or elsewhere.
18 September 2008
For immediate release
BARCLAYS ANNOUNCES PLACING OF 226 MILLION BARCLAYS ORDINARY SHARES OF 25P EACH AT A PLACING PRICE OF 310P EACH
Barclays announces the completion of the placing announced earlier today (the 'Placing').
A total of 226 million new Barclays Ordinary Shares of 25 pence each (the 'Placing Shares') issued by Barclays have been placed with institutions at a price of 310 pence per Placing Share. Based on the placing price, the gross proceeds are GBP 701 million. The Placing Shares being issued represent an increase of approximately 2.8 per cent. in Barclays current issued share capital.
The Placing Shares will, when issued, be issued credited as fully paid and will rank pari passu in all respects with the existing ordinary shares of Barclays, including the right to receive all dividends and other distributions declared, made or paid on the Barclays Ordinary Shares after the date of the issue. The Placing Shares shall not be entitled to the interim dividend declared on the Barclays Ordinary Shares on 7 August 2008. Application will be made for, and the Placing is conditional on, inter alia, admission of the Placing Shares to the Official List of the Financial Services Authority, and admission to trading by London Stock Exchange plc on its main market for listed securities (together, 'Admission'). Admission is expected to take place, settlement to occur and dealing in the Placing Shares to commence at 8.00 a.m. on 23 September 2008.
Credit Suisse, Deutsche Bank and JPMorgan Cazenove are acting as joint bookrunners and placing agents on behalf of Barclays in respect of the Placing.
Enquiries |
|
ANALYSTS AND INVESTORS Mark Merson John McIvor |
+44 (0) 20 7116 5752 +44 (0) 20 7116 2929 |
MEDIA Howell James |
+44 (0) 20 7116 6060 +44 (0) 7711 686046 |
JPMORGAN CAZENOVE David Mayhew Jonathan Wilcox |
+44 (0) 20 7588 2828 +44 (0) 20 7588 2828 |
CREDIT SUISSE James Leigh-Pemberton Tom Ahearne Nick Bowers |
+ 44 (0) 20 7888 8888 + 44 (0) 20 7888 8888 + 44 (0) 20 7888 8888 |
DEUTSCHE BANK James Agnew Sam Dean |
+ 44 (0) 20 7545 8000 + 44 (0) 20 7545 8000 |
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 Credit Suisse Securities (Europe) Limited, Deutsche Bank AG, London Branch or JPMorgan Cazenove Limited (collectively 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.
Credit Suisse Securities (Europe) Limited ('Credit Suisse'), which is authorised and regulated in the United Kingdom by the Financial Services Authority, is acting for Barclays PLC and Barclays Bank PLC and for no-one else in connection with the Placing, and will not be responsible to anyone other than Barclays PLC and Barclays Bank PLC for providing the protections afforded to customers of Credit Suisse nor for providing advice to any other person in relation to the Placing or any other matter referred to herein.
Deutsche Bank AG, London Branch, is authorised under German Banking Law (competent authority: BaFin - Federal Financial Supervising Authority) and regulated by the Financial Services Authority for the conduct of UK business. Deutsche Bank AG, London Branch, is acting for Barclays PLC and Barclays Bank PLC and for no-one else in connection with the Placing and will not be responsible to anyone other than Barclays PLC and Barclays Bank PLC for providing the protections afforded to the clients of Deutsche Bank AG, London Branch, nor for providing advice in connection with the Placing or any other matter referred to herein.
JPMorgan Cazenove Limited ('JPMC'), which is authorised and regulated in the United Kingdom by the Financial Services Authority, is acting for Barclays PLC and Barclays Bank PLC and for no-one else in connection with the Placing, and will not be responsible to anyone other than Barclays PLC and Barclays Bank PLC for providing the protections afforded to customers of JPMC nor for providing advice to any other person in relation to the Placing or any other matter herein.
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 IS FOR INFORMATION PURPOSES ONLY AND ARE DIRECTED ONLY AT: (A) PERSONS IN MEMBER STATES OF THE EUROPEAN ECONOMIC AREA WHO ARE QUALIFIED INVESTORS (AS DEFINED IN ARTICLE 2(1)(E) OF EU DIRECTIVE 2003/71/EC (THE 'PROSPECTUS DIRECTIVE')); (B) IN THE UNITED KINGDOM, QUALIFIED INVESTORS ARE PERSONS WHO ARE (I) INVESTMENT PROFESSIONALS FALLING WITHIN ARTICLE 19(5) OF THE FINANCIAL SERVICES AND MARKETS ACT 2000 (FINANCIAL PROMOTION) ORDER 2005 (THE 'ORDER'); (II) PERSONS FALLING WITHIN ARTICLE 49(2)(A) TO (D) ('HIGH NET WORTH COMPANIES, UNINCORPORATED ASSOCIATIONS, ETC') OF THE ORDER; OR (III) PERSONS TO WHOM IT MAY OTHERWISE BE LAWFULLY COMMUNICATED (ALL SUCH PERSONS TOGETHER BEING REFERRED TO AS 'RELEVANT PERSONS'). THIS ANNOUNCEMENT MUST NOT BE ACTED ON OR RELIED ON BY PERSONS WHO ARE NOT RELEVANT PERSONS. ANY INVESTMENT OR INVESTMENT ACTIVITY TO WHICH THIS ANNOUNCEMENT 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 who are 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 a previous announcement made by Barclays. In particular each such Placee represents, warrants and acknowledges that it is:
Relevant Person (as defined above) and undertakes that it will acquire, hold, manage or dispose of any Placing Shares that are allocated to it for the purposes of its business; and
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 does not constitute an offer to sell or issue or the solicitation of an offer to buy or subscribe for Placing Shares in any jurisdiction in which such offer or solicitation is or may be unlawful. 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. 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 Appendix or this Announcement should seek appropriate advice before taking any action.
The Placing Shares to be issued pursuant to the Placing will not be admitted to trading on any stock exchange other than the London Stock Exchange and, as applicable, in the form of American Depositary Shares (ADSs) on the New York Stock Exchange
THIS ANNOUNCEMENT IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY IN OR INTO THE UNITED STATES, CANADA, AUSTRALIA OR JAPAN OR ANY OTHER JURISDICTION INTO WHICH THE SAME WOULD BE UNLAWFUL.