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
August, 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
Statement re Share Buy Backs - 02 August 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: August 02, 2007 By: /s/ Patrick Gonsalves
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Patrick Gonsalves
Deputy Secretary
BARCLAYS BANK PLC
(Registrant)
Date: August 02, 2007 By: /s/ Patrick Gonsalves
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Patrick Gonsalves
Joint Secretary
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.
2nd August 2007
BARCLAYS PLC
For immediate release
BARCLAYS ANNOUNCES FURTHER DETAILS OF SHARE BUYBACK OF UP TO GBP2.4 BILLION
Further to its announcement of 23 July 2007, the Board of Directors of Barclays
PLC ("Barclays") today announces that, having received the relevant regulatory
clearances, Barclays intends to commence its share buyback programme on 6 August
2007.
The buyback programme will be executed by an independent third party broker,
which will make its trading decisions in relation to Barclays shares
independently of, and uninfluenced, by Barclays.
Barclays will issue 201.4 million new Barclays ordinary shares to China
Development Bank or its nominee(s) and 135.4 million new Barclays ordinary
shares to Temasek Holdings (Private) Limited ("Temasek") or its nominee(s) at a
price of GBP7.20 per share on 14 August 2007. The total proceeds from the
issuance of Barclays shares to China Development Bank and Temasek on 14 August
2007 will amount to GBP2.4 billion and this amount is unconditionally committed
Barclays intends to immunise the dilutive effect of this unconditional new
issuance for its existing shareholders by the commencement of a share buyback
programme of up to GBP2.4 billion. The buyback programme is expected to last up
to four months, part of which will be during the period in which its revised
offer (the "Offer") for ABN AMRO Holding N.V. remains open for acceptances (as
it may be extended from time to time, the "Offer Period").
The buyback programme will be conducted in full compliance with applicable UK
and Dutch laws and regulations. In view of the circumstances, and following
consultation with the relevant regulators, Barclays has decided to impose
significantly more restrictive limits on the buyback programme than would
otherwise be applicable under the relevant UK and Dutch regulation.
The Staff of the Division of Market Regulation of the U.S. Securities and
Exchange Commission (the "SEC") has confirmed that it will not recommend that
the SEC take enforcement action against Barclays if Barclays conducts the
buyback programme in compliance with applicable U.K. and Dutch laws and
regulations and on the terms summarised below.
Barclays has today delegated authority to execute the share buyback programme to
JPMorgan Cazenove under which the objective shall be to purchase the Barclays
shares as cheaply as possible on any trading day. Barclays has issued
irrevocable instructions under which:
-Pursuant to the buyback programme, JPMorgan Cazenove has been instructed
to repurchase a number of Barclays shares equal to the lesser of: (1) such
number of Barclays shares as will be issued to China Development Bank and
Temasek in the unconditional portion of their subscriptions (336.8 million
shares) and (2) such number of Barclays shares as JPMorgan Cazenove is able
to acquire using the proceeds from the unconditional subscription by China
Development Bank and Temasek (GBP2.4 billion).
-No purchases of shares will be made in the period 10 trading days prior
to the expiration of the then current Offer Period.
-Purchases under the buyback programme will not be (1) the opening
purchase or (2) effected during the 30 minutes before the scheduled close of
the trading session on the London Stock Exchange.
-The maximum daily volume of purchases will be the lesser of (1) 25% of
the average daily trading volume in Barclays shares for the calendar month
of June 2007 (the last full month prior to the announcement of the buyback
programme) and (2) 10% of the average daily trading volume in Barclays
shares for the 20 regular trading days immediately preceding the date of the
purchase.
-Purchases will be subject to a cap on price equal to the higher of (1)
the last independent trade on the London Stock Exchange and (2) the highest
current independent bid for Barclays shares as reported on the London Stock
Exchange. In addition, an absolute price limit of GBP8.50 per share has been
imposed by Barclays.
-All of the purchases will be executed on the London Stock Exchange. None
of the purchases under the buyback programme will be executed in the United
States or through the facilities of a U.S. securities exchange.
-Barclays will retain the discretion to terminate the buyback programme
but will not then be able to give instruction to resume the buyback
programme during the Offer Period.
The irrevocable instruction to JPMorgan Cazenove ends on 30 November 2007.
Purchases of shares under the buyback programme will be made pursuant to
Barclays existing shareholder authority to make market purchases of its own
shares granted at the Annual General Meeting held on 26 April 2007. All shares
purchased under the buyback programme shall be cancelled.
Any purchase of shares made by Barclays or on its behalf following commencement
of the buyback programme will be notified to a Regulatory Information Service as
soon as possible and no later than 7.30am on the following business day in
accordance with the requirements of Listing Rule 12.4.
Enquiries:
Barclays
ANALYSTS AND INVESTORS
Mark Merson +44 (0) 20 7116 5752
James S Johnson +44 (0) 20 7116 2927
MEDIA
Stephen Whitehead +44 (0) 20 7116 6060
Alistair Smith +44 (0) 20 7116 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
123,000 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.
Other Information
This announcement shall not constitute an offer to buy sell or issue or the
solicitation of an offer to buy, sell or issue any securities, nor shall there
be any sale 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.
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 any
other person 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 distribution of this announcement, the offering of the new Barclays ordinary
shares pursuant to the Offer to persons not resident in the United States, the
Netherlands and the United Kingdom may be affected by the laws of the relevant
jurisdictions (the "Restricted Jurisdictions"). No action has been taken by
Barclays or any other person 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 to inform themselves about, and to observe, any
applicable requirements.
The Offer will not be made, directly or indirectly, in any Restricted
Jurisdiction unless by means of lawful prior registration or qualification under
the applicable laws of the Restricted Jurisdiction, or under an exemption from
such requirements. Accordingly, copies of this announcement, including the
appendices, are not being, and must not be, mailed or otherwise distributed or
sent in, into or from such Restricted Jurisdiction into which the same would be
unlawful. Persons receiving this announcement (including, without limitation,
custodians, nominees and trustees) must not distribute, mail or send it in, into
or from any Restricted Jurisdiction, and so doing may render any purported
acceptance of the Offer invalid.
Future SEC Filings and this Filing: Important Information
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 a preliminary version of the Barclays offer document/prospectus. The
Form F-4 has not yet become effective. Barclays expects that it will also file
with the SEC a Statement on Schedule TO and other relevant materials. In
addition, ABN AMRO expects that it will file with the SEC a Recommendation
Statement on Schedule 14D-9 and other relevant materials. Following the Form F-4
being declared effective by the SEC, Barclays intends to mail the final offer
document/prospectus to holders of ABN AMRO ordinary shares located in the United
States and Canada and to holders of ABN AMRO ADSs wherever located.
Such final offer document/prospectus, however, is not currently available.
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 will be able to obtain a free copy of the Form F-4, the final offer
document/prospectus and other filings without charge, at the SEC's website
(www.sec.gov) if and when such documents are filed with the SEC. Copies of such
documents may also be obtained from ABN AMRO and Barclays without charge, if and
when they are filed with the SEC.
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.