Statement re acquisition

Barclays PLC
13 June 2005


                                  Barclays PLC

Shareholders are advised that Absa have today made the further announcement set
out below regarding the acquisition by Barclays Bank PLC of a majority stake in
Absa.

Text of Absa announcement made on Monday 13 June 2005:

Absa Group Limited                              Barclays PLC
(Incorporated in the Republic of South Africa)  (Registered in England)

(Registration number: 1986/003934/06)           (Registration number: 0048839)
JSE CODE: ASA                                   LSE CODE: BARC
ISIN CODE: ZAE000013389                         ISIN CODE: GB0031348658
('Absa')

RESULTS OF THE SCHEME MEETING AND THE GENERAL MEETING AND POSSIBLE REVISED DATES
INTRODUCTION

Shareholders are referred to the joint announcement released on 9 May 2005 and
the circular to shareholders dated 20 May 2005 regarding Barclays Bank PLC's
('Barclays') proposed acquisition of up to 60% of the Absa ordinary shares at
R82,50 per share (the 'Recommended Acquisition'). Shareholders are reminded that
the Recommended Acquisition is being effected through two inter-conditional
processes:

(i) the scheme of arrangement proposed by Barclays between Absa and the Absa
Ordinary Shareholders, excluding the Absa Group Limited Share Incentive Scheme
Trust and the Barclays Group (save to the extent that members of that group may
hold Absa Ordinary Shares on behalf of third parties), pursuant to which
Barclays will acquire 32% of each such Ordinary Shareholder's shares (the
'Scheme'); and
(ii) the partial offer by Barclays to all Absa Ordinary Shareholders and
Preference Shareholders (together 'Shareholders') to acquire from each such
Shareholder up to an additional 28% of his or her shares (the 'Recommended
Offer').

SCHEME MEETING

At the meeting of scheme members ('scheme meeting') held on Monday, 13 June
2005, scheme members present in person or represented by proxy holding 550 972
336 Absa Ordinary shares voted in favour of the scheme, which votes represented
99.01% of the total number of votes exercised by the scheme members present and
voting either in person or by proxy at the scheme meeting. As a result, the
scheme was approved by the requisite majority of votes of scheme members.

GENERAL MEETING
At the general meeting of Absa Shareholders held on Monday, 13 June 2005, the
ordinary resolution waiving the requirement under the Securities Regulation Code
on Takeovers and Mergers (the 'SRP Code') for Barclays to make a mandatory offer
to all Absa Shareholders for all of their Absa shares was approved by the
requisite majority of independent Shareholders (i.e. excluding Barclays) as well
as by the requisite majority of the independent Ordinary Shareholders (i.e.
excluding the Preference Shareholders). In addition, the requisite majority of
independent Shareholders approved the ordinary resolutions appointing Messrs
Dominic Bruynseels, David Roberts and Naguib Kheraj, the Barclays nominees, to
the Absa board of directors.

OUTSTANDING CONDITIONS PRECEDENT TO WHICH THE RECOMMENDED ACQUISITION IS SUBJECT

The Recommended Acquisition is still subject to the fulfilment or waiver of the
following conditions precedent:

   • the Recommended Offer being declared unconditional as to acceptances,
    which will occur on or before the sanctioning of the Scheme by the Court;
   • all regulatory approvals to effect the Recommended Acquisition having
    been granted;
   • by no later than five business days prior to the scheduled Court hearing
    date to sanction the Scheme, no material adverse circumstance relating to
    the financial or business affairs of Absa having arisen;
   • prior to the scheduled Court hearing to sanction the Scheme, Absa not
    having undertaken or allowed to occur any unusual corporate action or
    frustrating action;
   • there being no change nor proposed change in any law, regulation or
    policy of the Republic of South Africa on or before five business days prior
    to the scheduled Court hearing date to sanction the Scheme, which would
    restrict Barclays ability to transmit freely capital injected into, and/or
    dividends paid out by, Absa into foreign exchange and to remit it offshore;
   • the High Court of South Africa (the 'Court') sanctioning the Scheme; and
   • the order of the Court sanctioning the Scheme being registered by the
    Registrar of Companies.

POSSIBLE REVISED DATES

The Scheme is not yet unconditional as the conditions precedent remain
outstanding, in particular the condition precedent relating to the Recommended
Offer being declared unconditional as to acceptances remains outstanding. This
condition precedent requires Ordinary Shareholders to tender such number of Absa
Ordinary Shares in the Recommended Offer which, when accepted by Barclays, would
result in it holding 56.5% of all Absa Ordinary Shares (taking into account
shares to be acquired pursuant to the Scheme and any on-market purchases by
Barclays), and Sanlam and Remgro to tender their Absa Ordinary Shares pursuant
to the undertakings which they have given in favour of Barclays. At present
Barclays holds shares and has received tenders and commitments to tender which,
when aggregated with shares to be acquired pursuant to the Scheme, would amount
to 51.0% of all Absa Ordinary Shares. Under the current timetable there is to be
a Court hearing to sanction the Scheme on 21 June 2005. If the 56.5% acceptance
condition for the Recommended Offer has not been fulfilled by that date Absa and
Barclays may seek to postpone the Court sanction to allow for its fulfillment.
Any such postponement would be for as short a period as possible and would be
subject to the Court's confirmation on 21 June 2005.

CHAIRMAN'S REPORT

Copies of the Chairman's report to the Court on the scheme meeting will be
available to any Shareholder on request, free of charge, from Tuesday, 14 June
2005 during normal business hours at the office of the Absa Group Secretary, 3rd
Floor, Absa Towers East, 170 Main Street, Johannesburg, being Absa's registered
office and at the office of the Chairman being Brait South Africa Limited, 9
Fricker Road, Illovo, Johannesburg.

FURTHER ANNOUNCEMENT

In the event that a decision is taken by Absa and Barclays to postpone the
application to Court to sanction the Scheme, an announcement of any revised
dates will be released on SENS no later than Tuesday, 21 June 2005 and published
in the press the following day. Shareholders should note that if the application
to Court to sanction the Scheme is postponed, all the subsequent dates will be
postponed accordingly. In the event of the application to sanction the Scheme
proceeding and being granted by the Court, the Finalisation Date announcement
declaring that the Scheme and the Recommended Offer are unconditional in every
respect will be released on SENS on Tuesday, 21 June 2005 and in the press on
Wednesday, 22 June 2005.

Johannesburg 13 June 2005

Financial advisors to Absa                 Financial advisors to Barclays
Goldman Sachs International                JPMorgan
Merrill Lynch International                Barclays Capital
Absa Corporate & Merchant Bank

Attorneys to Absa                          Attorneys to Barclays
Webber Wentzel Bowens                      Deneys Reitz Inc.

International Attorneys to Absa            International  Attorneys to Barclays
Linklaters                                 Clifford Chance LLP

Independent Advisor to Absa's Board
N.M. Rothschild

Sponsor to Absa
Merrill Lynch South Africa (Pty) Limited

Co-sponsor to Absa
Absa Corporate & Merchant Bank

Reporting Accountants to Absa
Ernst & Young
KPMG

Absa and Barclays have also today issued the following joint media release:

Absa shareholders express overwhelming support for Barclays transaction
Absa shareholders voted overwhelmingly in favour of a scheme proposed by
Barclays to acquire 32% of all Absa ordinary shares and in addition waived the
requirement for Barclays to make a mandatory offer for all of Absa's shares at
shareholder meetings today, Monday 13 June 2005. These were pre-conditions to
the scheme and partial offer becoming effective.
The Absa board's recommendation to shareholders of the scheme of arrangement
proposed by Barclays, was accepted by shareholders holding 99.01% of all
ordinary shares, present in person or by proxy.
Barclays required the support of a minimum of shareholders holding 75% of all
ordinary shares, present in person or by proxy at the scheme meeting to take the
process to the next step - the court hearing to sanction the scheme of
arrangement, subject to all other conditions being fulfilled. A successful
outcome to the court hearing would result in the scheme becoming unconditional,
requiring all Absa ordinary shareholders to dispose of 32% of their Absa shares
to Barclays.
The scheme of arrangement is the first part of the proposed acquisition by
Barclays of a 60% interest in Absa. The second part is the partial offer to all
ordinary shareholders to acquire an additional 28% of their shares. Barclays is
offering R82.50 per share, payable in cash, representing a total consideration
for the scheme and partial offer of R33 billion.
Shareholders also agreed at the meeting to waive the requirement under the South
Africa Takeover Code to make a mandatory offer to all shareholders for all of
their Absa shares. This resolution, which required the support of a majority of
independent shareholders, present in person or by proxy, was passed by a
majority of more than 94%.
The scheme and the offer are interconditional. At present Barclays holds shares
and has received tenders and commitments to tender which, when aggregated with
shares to be acquired under the Scheme, would amount to 51% of all Absa Ordinary
Shares.
In order for the scheme and the offer to become effective, Barclays requires
shareholders to tender such number of shares through the partial offer that
Barclays will hold 56.5% of all Absa ordinary shares. If the 56.5% acceptance
condition has not been fulfilled by the date of the court hearing to sanction
the Scheme, currently scheduled for 21 June, Absa and Barclays may seek to
postpone the hearing to allow for its fulfilment. Any such postponement would be
for as short a period as possible and would be subject to the Court's
confirmation.
Absa Group Chairman, Dr Danie Cronje believes that the transaction received the
overwhelming support from Absa shareholders because it ensures all shareholders
will participate equally in an attractive deal: 'In the interests of treating
all shareholders equally, the structure of the scheme of arrangement has been
designed to ensure a satisfactory level of participation by all of Absa's
ordinary shareholders, while at the same time enabling those shareholders who
wish to participate to a greater extent to do so.
'All shareholders stand to benefit from this deal. Firstly, they will receive a
good price for the shares they tender in response to the Barclays offer, and
secondly, they can retain a holding in Absa and share in the expected future
upside.'
The R33 billion deal is South Africa's single largest foreign direct investment,
providing a boost to the economy and demonstrating a strong vote of confidence
in the country. The transaction would create a powerful combination, bringing
together Absa's leading retail expertise and strong domestic brand with Barclays
global brand strength and reach and its world-class product capabilities.
David Roberts, Chief Executive of Barclays International Retail and Commercial
Banking comments: 'Shareholder support for this transaction moves us a step
closer to the creation of a powerful combined business. We believe that the
alignment between Barclays and Absa's values - focus on the consumer and on
performing for shareholders - will allow us to create competitive advantage and
real value for all stakeholders, including the wider community in South Africa.'
'We look forward, once the deal completes, to working with our counterparts in
Absa to deliver the synergies which have been identified and to beginning the
process of bringing the best of Barclays and Absa to bear on customers' behalf.'
Absa Group Chief Executive Dr Steve Booysen is looking forward to completing the
transaction: 'These are very exciting times for Absa, Barclays and South Africa,
because the transaction will help Absa accelerate the achievement of its
strategic intent, namely to build the leading financial services business in
South Africa and ultimately the pre-eminent bank on the African continent.
'This transaction is based on sound business practices and embraces the
principle of growth, for Absa, Barclays, our employees and customers. The fit
between the organisations is good and we share standards of excellence that have
made both organisations successful. After the deal completes, I look forward to
working with my new Barclays colleagues.'
                                    - Ends -
For further information, please contact:

Absa Group Limited                            Barclays PLC

Investor Relations                            Investor Relations
Willie Roux                                   Mark Merson/James Johnson
[phone]                           [phone]/2927

Media Relations                               Media Relations - London
Nick Cairns                                   Chris Tucker/Pam Horrell
[phone]                           [phone]/6132

Media Relations - Johannesburg
Rob Pinker
[phone]

Disclaimer

Statements in this announcement include forward-looking statements that involve
risks and uncertainties. You can generally identify forward-looking statements
by the use of terminology such as 'may', 'will', 'expect', 'intend', 'plan',
'estimate', 'anticipate', 'believe', or similar phrases.

All statements other than statements of historical facts are forward-looking
statements. Actual future events could differ materially from these
forward-looking statements and you are cautioned not to place undue reliance on
them.

The information in this announcement is made as of the date hereof. All written
and oral forward-looking statements attributable to Absa and Barclays or persons
acting on their behalf are qualified in their entirety by these cautionary
statements.




                      This information is provided by RNS
            The company news service from the London Stock Exchange
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