UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
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FORM 6-K
REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13A-16 OR 15D-16
UNDER THE SECURITIES EXCHANGE ACT OF 1934
September 2007
Barclays PLC and
Barclays Bank PLC
(Names of Registrants)
1 Churchill Place
London E14 5HP
England
(Address of Principal Executive Offices)
Indicate by check mark whether the registrant files or will file annual reports
under cover of Form 20-F or Form 40-F.
Form 20-F x Form 40-F
Indicate by check mark whether the registrant by furnishing the information
contained in this Form is also thereby furnishing the information to the
Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934.
Yes No x
If "Yes" is marked, indicate below the file number assigned to the registrant
in connection with Rule 12g3-2(b):
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This Report is a joint Report on Form 6-K filed by Barclays PLC and Barclays
Bank PLC. All of the issued ordinary share capital of Barclays Bank PLC is
owned by Barclays PLC.
This Report comprises:
Information given to The London Stock Exchange and furnished pursuant to
General Instruction B to the General Instructions to Form 6-K.
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EXHIBIT INDEX
EGM Statement 14 September 2007
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, each of
the registrants has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
BARCLAYS PLC
(Registrant)
Date: September 14, 2007 By: /s/ Patrick Gonsalves
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Patrick Gonsalves
Deputy Secretary
BARCLAYS BANK PLC
(Registrant)
Date: September 14, 2007 By: /s/ Patrick Gonsalves
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Patrick Gonsalves
Joint Secretary
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, any Restricted Jurisdiction. 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. The availability of
the Offer to persons not resident in the Offer Jurisdictions may be affected by
the laws of the relevant jurisdictions. Such persons should inform themselves
about and observe any applicable requirements.
14 September 2007
BARCLAYS PLC EXTRAORDINARY GENERAL MEETING
CHIEF EXECUTIVE'S STATEMENT BY JOHN VARLEY
Our strategy is to increase the rate of growth in Barclays by diversifying our
earnings base. That means maximising the alignment between Barclays and growth
in the industry. The sources of growth in the industry are, as we see it,
clearly observable and the growth opportunity is large.
In the knowledge that the industry would grow strongly around the world, we set
out some years ago on a journey of transformation in Barclays. To be precise:
that journey was to transform the UK clearing bank of the 1990s into the
universal bank of today. By developing world class capabilities in Barclays we
have been able to redefine the growth opportunity for our shareholders. And
we've also been able to redefine the geographical footprint on which we can
legitimately expect to compete successfully.
This strategy has delivered strongly. Group profits have doubled as the
percentage contribution from outside the United Kingdom has more than doubled.
We're clear that the best vehicle in which to drive fast towards growth in the
industry over the course of the coming years is a universal banking business.
That's why we describe our goal as being to position Barclays as one of a
handful of universal banks leading the global industry.
And that's why we decided to pursue the ABN AMRO opportunity when it presented
itself. The pursuit of merger with ABN AMRO represents no change of strategy.
But it does represent an unusual and large opportunity to increase the speed of
strategy implementation.
That's why it has been right for us to pursue this opportunity and that is why
it's right for us, on the right terms, to seek to conclude the merger
successfully. Together with the people of ABN AMRO we would be creating a
competitive force that would, by dint of brand, physical footprint and
capability, be very well equipped to take market share in a growing market.
The standalone Barclays offers significant growth to our shareholders through
time. A successful merger with ABN AMRO would create incremental growth beyond
that.
Although we are committed to capturing, through the merger with ABN AMRO, the
cost synergies which we've announced the opportunity is not a cost based
opportunity. The real opportunity is a revenue based opportunity, driven by
combining two strong franchises, with great customer and client relationships
around the world.
Throughout the period since we announced our intention to merge with ABN AMRO,
we've been clear in saying to ABN AMRO shareholders that the merger with
Barclays offers growth, certainty and deliverability.
Most of the offer consideration will be delivered in Barclays stock. As the
valuation of banks around the world has fallen in response to market turbulence,
so too has the see-through value of our offer to ABN AMRO shareholders. In other
words, our shareholders have a significant degree of protection against our
overpaying by virtue of the market based nature of the majority of the
consideration that we pay.
In formulating our offer, we have benefited from the support of two major new
Asian shareholders, Temasek and China Development Bank. We have, as part of
this, entered into a strategic partnership with China Development Bank which
allows Barclays unprecedented access to the Chinese market, and to Chinese
companies as they do business around the world. This partnership, of itself, is
a very valuable step forward for us, and brings us significantly heightened
exposure to Asia that is so important to our strategy. The partnership with
China Development will continue, irrespective of the outcome of the merger with
ABN AMRO, as will our relationship with Temasek, who will be a valuable source
of guidance and advice to us as we grow our Asian businesses.
I made reference a moment ago to the terms on which we would be prepared to
proceed. We've always been very clear that the merger terms must satisfy our
economic tests, which are tough. That's why we have been consistent in promising
our shareholders that we will not lose sight of economic reality in our pursuit
of the merger objective. And putting that bluntly, that means being prepared to
walk away if we can't conclude the transaction on the right terms.
The shareholders of ABN AMRO will make their decision in early October. At that
time they will have to assess the value of our offer by reference, among other
things, to where our stock price is trading at the time, and to its potential to
increase in the future when markets return to normal. And they will also have to
assess the deliverability of the offer from the Consortium.
As things stand today, our bid is some five and a half Euros per share below
that of the Consortium. We have met many of ABN AMRO's shareholders over the
course of the last months. We've been clear in saying to them that they will
have an opportunity to tender their shares in response to our offer. We take
that commitment seriously. They have until 4 October, which is when our offer
closes, to make their decision. Meanwhile, as the stock market valuation of ABN
AMRO indicates, there are uncertainties in the period ahead for the Consortium.
The current value of ABN AMRO shares stands at a 8% discount to the Consortium
offer. So the stock market, which is seldom wrong about these things, is
indicating at the moment that the outcome is far from certain.
We are very grateful for the support that we have had from our shareholders
through the last months as we have examined and pursued the merger. We know that
that support depends on trust: trust that we will honour our commitments; that
we will deliver on our promises; that we will only proceed in circumstances
where it is economically rational to do so.
Before we take your questions, I want to give you a short update on current
trading. This is a time of uncertainty in the markets, where there has been
considerable turbulence over the summer. So it's a time when perhaps you, our
owners, would appreciate an update from us on how we've done during the summer.
We are, of course, conscious of our continuous obligation to update the market
on developments which are material. As we reported earlier this week, Barclays
Capital traded profitably in each of July and August and our expectation is that
it will continue to do so during the rest of the year. In saying that, I am, of
course, taking account of all costs, impairment and up to date market
valuations.
We feel confident that the growth rates through time that we have always
projected for Barclays Capital and Barclays Global Investors remain unchanged.
In relation to Barclays Global Investors and to Barclays Wealth, these two
businesses have been performing in line with our expectations since we last
updated you in early August. The underlying trends in our Global Retail and
Commercial Banking businesses - which we reported for the first half of the year
- have continued, excepting of course that July and August are often quieter
months because of the holiday season. Group Liquidity remains strong, and our
capital ratios are in line with our targets.
Good businesses should be capable of benefiting from mergers and acquisitions,
but they should not be dependent on m and a for development and growth. We
remain confident in our ability to generate good returns for our owners through
time, whatever the outcome of this chapter of our history.
So, ladies and gentlemen, I repeat the welcome of the Chairman, and I now hand
you back to him for the formal business of the meeting.
Enquiries:
For further information please contact
Investor Relations Media Relations
Mark Merson Alistair Smith/Robin Tozer
+44 (0) 20 7116 5752 +44 (0) 20 7116 6132/6586
Other information
Important Information
This is an announcement within the meaning of article 9b paragraph 1 of the
Dutch Securities Market Supervision Decree (Besluit toezicht effectenverkeer
1995).
This document shall not constitute an offer to sell or buy or the solicitation
of an offer to buy or sell any securities, nor shall there be any sale or
purchase of securities in any jurisdiction in which such offer, solicitation or
sale would be unlawful.
The Offer is being made into The Netherlands, the United Kingdom, the United
States, Austria, Belgium, Canada, France, Germany, Ireland, Luxembourg, Norway,
Singapore, Spain and Switzerland, as well as any other jurisdiction where the
Offer is capable of being lawfully made in compliance with local laws (together
the ''Offer Jurisdictions'') but the Offer is not being made, directly or
indirectly, in or into Italy, Japan or any other jurisdiction (other than the
Offer Jurisdictions) where the making of this Offer is not in compliance with
local laws (such a jurisdiction, a ''Restricted Jurisdiction'') and may not be
accepted from within any of the Restricted Jurisdictions (except for Italy)
where the making of this Offer is not in compliance with local laws.
Accordingly, copies of the Offer documentation are not being, and must not be,
directly or indirectly, mailed or otherwise distributed, forwarded or
transmitted in, into or from Italy, Japan or any other Restricted Jurisdiction
and all such persons receiving such documents (including, without limitation,
custodians, nominees and trustees) should observe these restrictions and must
not mail or otherwise distribute, forward or transmit them in, into or from
Italy, Japan or any other Restricted Jurisdiction. Persons (including, without
limitation, custodians, nominees and trustees) who intend or would intend to
send, mail or otherwise distribute the Offer documentation or any documents
relating thereto should read the restrictions on distribution set out in the
Offer documentation and should inform themselves about and observe any
applicable requirements before taking any action.
The Offer has not received clearance from the Commissione Nazionale per le
Societ a e la Borsa (CONSOB) pursuant to Italian securities laws and
implementing regulations (in particular under Section 102 of Italian Legislative
Decree No. 58 dated 24 February 1998). Consequently, any form of solicitation
(i.e. any offer, invitation to offer or promotional advertisement) of
acceptances of the Offer by ABN AMRO shareholders and/or ABN AMRO ADS holders
based in Italy will be contrary to Italian laws and regulations. Application for
authorisation by the relevant Italian authorities for the launching of an offer
for ABN AMRO shares and/or ABN AMRO ADSs in the Republic of Italy has not yet
been and is not currently intended to be made. Accordingly, Italian ABN AMRO
shareholders and/or ABN AMRO ADS holders are hereby notified that, to the extent
such ABN AMRO shareholders and/or ABN AMRO ADS holders are persons or entities
resident and/or located in the Republic of Italy and until and to the extent
that the relevant authorization has been obtained from the Italian authorities,
the Offer is not made in or into Italy, as such would not be in compliance with
local laws. Neither the Offer documentation nor any other offering materials
related to the Offer or the ABN AMRO shares or ABN AMRO ADSs may be distributed
or made available in the Republic of Italy.
SEC Filings
In connection with the proposed business combination transaction between ABN
AMRO Holding N.V. ("ABN AMRO") and Barclays PLC ("Barclays"), Barclays has filed
with the U.S. Securities and Exchange Commission ("SEC") a Registration
Statement on Form F-4 ("Form F-4"), which includes the Barclays offer document/
prospectus. Barclays has also filed with the SEC a Statement on Schedule TO and
has filed and will file other relevant materials. In addition, ABN AMRO has
filed with the SEC a Recommendation Statement on Schedule 14D-9 and has filed
and will file other relevant materials. Barclays has mailed the offer document/
prospectus to holders of ABN AMRO ordinary shares located in the United States
and Canada and to holders of ABN AMRO ADSs located in certain jurisdictions
worldwide.
INVESTORS ARE URGED TO READ THE FINAL OFFER DOCUMENT/PROSPECTUS AND ANY
DOCUMENTS REGARDING THE POTENTIAL TRANSACTION IF AND WHEN THEY BECOME AVAILABLE,
BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION.
Investors can obtain a free copy of the Form F-4, the offer document/prospectus
and other Barclays filings without charge, at the SEC's website (www.sec.gov).
Copies of such documents may also be obtained from Barclays without charge.
Forward-looking Statements
This document contains certain forward-looking statements with respect to
certain of Barclays plans and their current goals and expectations relating
to their future financial condition and performance and which involve a number
of risks and uncertainties. Barclays caution readers that no forward-looking
statement is a guarantee of future performance and that actual results could
differ materially from those contained in the forward-looking statements. 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
consummation of the business combination between ABN AMRO and Barclays within
the expected timeframe and on the expected terms (if at all), the benefits of
the business combination transaction involving ABN AMRO and Barclays, including
the achievement of synergy targets, ABN AMRO's and Barclays future financial
position, income growth, impairment charges, business strategy, projected costs
and estimates of capital expenditure and revenue benefits, projected levels of
growth in the banking and financial markets, the combined group's future
financial and operating results, future financial position, projected costs and
estimates of capital expenditures, and plans and objectives for future
operations of ABN AMRO, Barclays and the combined group and other statements
that are not historical fact. Additional risks and factors are identified in ABN
AMRO and Barclays filings with the SEC including ABN AMRO and Barclays Annual
Reports on Form 20-F for the fiscal year ending December 31, 2006, which are
available on ABN AMRO's website at www.abnamro.com and Barclays website at
www.barclays.com respectively, and on the SEC's website at www.sec.gov.
Any forward-looking statements made by or on behalf of ABN AMRO and Barclays
speak only as of the date they are made. ABN AMRO and Barclays do not undertake
to update forward-looking statements to reflect any changes in 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 ABN AMRO and Barclays have made or may make in documents they
have 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 ABN AMRO or Barclays
share for the current or future financial years, or those of the combined group,
will necessarily match or exceed the historical published earnings per ABN AMRO
or Barclays share.