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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 6-K
REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13A-16 OR 15D-16
UNDER THE SECURITIES EXCHANGE ACT OF 1934
15 August 2007
Barclays PLC
(Name of Registrant)
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.
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.
If Yes is marked, indicate below the file number assigned to the
registrant in connection with Rule 12g3-2(b):
THIS REPORT ON FORM 6-K SHALL BE DEEMED TO BE INCORPORATED BY REFERENCE IN THE REGISTRATION
STATEMENT ON FORM F-4 (NO. 333-143666) OF BARCLAYS PLC AND TO BE A PART THEREOF FROM THE DATE ON WHICH THIS REPORT IS FURNISHED, TO THE
EXTENT NOT SUPERSEDED BY DOCUMENTS OR REPORTS SUBSEQUENTLY FILED OR FURNISHED.
This
Report comprises:
A press
release regarding receipt of DNB consent for merger with ABN AMRO.
The Offer is not being made, directly or indirectly, in or into, and consequently this
announcement is not for distribution, directly or indirectly, in, into or from 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 prior to registration or
qualification under the securities laws of any such jurisdiction. 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.
13 August 2007
For immediate release
BARCLAYS OBTAINS DNB CONSENT FOR MERGER WITH ABN AMRO
The Board of Directors of Barclays PLC (Barclays) announces that Barclays has today received a
Declaration of No Objection (DNO) from the Netherlands Ministry of Finance, in conjunction with
De Nederlandsche Bank N.V. (DNB) in respect of the proposed merger with ABN AMRO Holding N.V.
(ABN AMRO).
On 14 May 2007 Barclays filed an application for a DNO with the DNB in connection with its offer
for the shares of ABN AMRO (the Offer). Further to a recommendation from the DNB, the
Netherlands Minister of Finance today issued a DNO in respect of the Offer. The DNO is deemed to
commence when the Offer becomes unconditional.
The DNO contains specific instructions and limitations which are consistent with Barclays existing
plans. The Directors of Barclays believe that Barclays will have no difficulty complying with
these requirements. The instructions and limitations are summarised as follows:
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Within two months of commencement of the DNO Barclays will submit to the DNB a detailed
integration and project organisation plan relating to the merger with ABN AMRO. Barclays
will report to the DNB on its project organisation and the execution of its integration
plan on a monthly basis. |
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Barclays has also undertaken not to make any material changes to the organisation set-up
of ABN AMRO until the DNB has assessed the integration plan referred to above. Barclays
will also ensure that there is sufficient preservation of knowledge in the Management Board
and Supervisory Board of ABN AMRO Holding N.V. and ABN AMRO Bank N.V. |
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Barclays will submit to the DNB within 30 days of commencement of the DNO an adjusted
Contingency Liquidity Plan for ABN AMRO, taking into account the size and commitments of
the new organisation. |
John Varley, the CEO of Barclays, said:
We welcome the response of the Ministry of Finance and DNB and appreciate their detailed
consideration of our application over the last three months. The granting of the DNO is an
important milestone in our proposed merger with ABN AMRO. The progress we have made in respect of
regulatory and competition filings demonstrates the high degree of deliverability and certainty
which the Barclays Offer provides ABN AMRO shareholders. The DNO instructions are in line with our
existing plans and we anticipate no difficulty in complying with these requirements.
This is an announcement within the meaning of Article 9b paragraph 1 of the Dutch Securities Market
Supervision Decree (Besluit toezicht effectenverkeer 1995).
Enquiries:
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ANALYSTS AND INVESTORS |
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Mark Merson |
+44 (0) 207116 5752 |
James S Johnson |
+44 (0) 207116 2927 |
MEDIA |
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Stephen Whitehead |
+44 (0) 207116 6060 |
Alistair Smith |
+44 (0) 207116 6132 |
About Barclays
Barclays is a major global financial services provider engaged in retail and commercial banking,
credit cards, investment banking, wealth management and investment management services with an
extensive international presence in Europe, the USA, Africa and Asia. It is one of the largest
financial services companies in the world by market capitalisation. With over 300 years of history
and expertise in banking, Barclays operates in over 50 countries and employs 127,700 people.
Barclays moves, lends, invests and protects money for over 27 million customers and clients
worldwide. For further information about Barclays, please visit our website www.barclays.com.
About ABN AMRO
ABN AMRO is a prominent international bank with a clear focus on consumer and commercial clients in
its local markets and focus globally on select multinational corporations and financial
institutions, as well as private clients. ABN AMRO ranks eighth in Europe and 13th in the world
based on total assets, with more than 4,500 branches in 56 countries and territories, a staff of
more than 110,300 full-time equivalents. 2006 profits for the year including LaSalle were 4,780
million (LaSalle contribution 899 million), and total assets including LaSalle as at 31 December
2006 were 987 billion (LaSalle contribution 86 billion). Further information about ABN AMRO can
be found on its website, www.abnamro.com
Other information
Important Information
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 prior to registration or qualification
under the securities laws of any such jurisdiction.
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 jurisdiction where the
acceptance 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 receiving such documents (including, without limitation, custodians, nominees and trustees)
should inform themselves about and observe any applicable requirements.
The Offer has not received clearance from the Commissione Nazionale per le Società 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 and 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 other relevant materials. In addition,
ABN AMRO has filed with the SEC a Recommendation Statement on Schedule 14D-9, and ABN AMRO 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 OFFER DOCUMENT/PROSPECTUS AND ANY DOCUMENTS REGARDING THE POTENTIAL
TRANSACTION IF AND WHEN THEY BECOME AVAILABLE, BECAUSE THEY CONTAIN OR WILL CONTAIN IMPORTANT
INFORMATION.
Investors can obtain a free copy of the Form F-4, the offer document/prospectus and other filings
without charge, at the SECs website (www.sec.gov). Copies of such documents may also be obtained
from ABN AMRO and 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 AMROs 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 groups 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 AMROs website at www.abnamro.com and Barclays
website at www.barclays.com respectively, and on the SECs 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.
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 before
taking any action.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned, thereunto duly authorized.
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BARCLAYS PLC
(Registrant) |
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Date: August 15, 2007
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By: /s/ Lawrence
C. Dickinson |
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Name: Lawrence
C. Dickinson |
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Title: Company Secretary |
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