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 2005
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
Exhibit No:
1. Director/PDMR Shareholding - dated 26 July 2005
2. Statement re Absa - dated 25 July 2005
3. Director/PDMR Shareholding - dated 19 July 2005
4. Director/PDMR Shareholding - dated 14 July 2005
5. Director/PDMR Shareholding - dated 12 July 2005
6. Statement re Absa - dated 07 July 2005
7. Statement re Absa - dated 07 July 2005
8. Statement re Absa - dated 06 July 2005
9. Director/PDMR Shareholding - dated 05 July 2005
10. Statement re Absa - dated 05 July 2005
11. Statement re Absa - dated 04 July 2005
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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 1, 2005 By: /s/ Patrick Gonsalves
----------------------
Patrick Gonsalves
Deputy Secretary
BARCLAYS BANK PLC
(Registrant)
Date: August 1, 2005 By: /s/ Patrick Gonsalves
----------------------
Patrick Gonsalves
Joint Secretary
Exhibit No. 1
26 July 2005
Notification of directors' interests: Companies Act 1985 s.329
The independent trustee of the Barclays Group (ESAS) Employees' Benefit Trust
(the "ESAS Trust") notified the Company on 25 July 2005 that it had on 19 July
2005 exercised its discretion and released a total of 15,014 ordinary shares in
Barclays PLC. None of the shares released or purchased were in respect of an
award made to a director of Barclays PLC.
Following these transactions, the trustees of all the Barclays Group employees'
benefit trusts hold a total of 145,683,297 ordinary shares in Barclays PLC.
Matthew W Barrett, Chairman, and the executive directors of Barclays are amongst
the potential beneficiaries under these trusts and are therefore regarded for
Companies Act purposes as being interested in the Barclays PLC ordinary shares
held in them.
Exhibit No. 2
BARCLAYS PLC
25 July 2005
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.
Absa Group Limited
(Registration number 1986/003934/06)
(Incorporated in the Republic of South Africa)
JSE share code: ASA
ISIN: ZAE000067237
("Absa")
Barclays Bank PLC
(Registration number 1026167)
(Incorporated in England)
("Barclays")
RESULTS OF THE RECOMMENDED ACQUISITION AND CHANGES TO THE BOARD OF ABSA
1. Introduction
Shareholders are referred to the Finalisation Date Announcement - Recommended
Acquisition Unconditional In Every Respect released on 7 July 2005 and the
circular to shareholders dated 20 May 2005 regarding Barclays proposed
acquisition of up to 60% of the Absa ordinary shares (the "Recommended
Acquisition") at R82.50 per share (the "Consideration"). Shareholders are
reminded that the Recommended Acquisition was 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 would acquire 32% of
each such Ordinary Shareholder's shares (the "Scheme"); and
(ii) the partial offer by Barclays to Absa Ordinary Shareholders and
Preference Shareholders (together "Shareholders") to acquire from
each such Shareholder an additional 28% of his or her shares
(the "Recommended Offer").
2. Implementation of the Scheme and settlement of the Consideration
2.1 The Scheme will be implemented with effect from Monday, 25 July
2005 (the "Scheme Operative Date") in respect of Absa Ordinary Shares
held by Absa Ordinary Shareholders ("Scheme Participants") registered
as such on Friday, 22 July 2005 (the "Scheme Consideration Record
Date").
2.2 Dematerialised Scheme Participants will have their relevant account with
their Central Securities Depository Participant ("CSDP") or Broker
debited with the Absa Ordinary Shares disposed of pursuant to the
Scheme on the Scheme Operative Date and will have their relevant
account credited with the Consideration on Wednesday, 27 July 2005.
2.3 The Consideration will be posted to Certificated Scheme Participants or
deposited directly into their bank accounts should there be an existing mandate
(if Documents of Title have been received on or prior to the Scheme
Consideration Record Date) on Wednesday, 27 July 2005.
3. Results of Recommended Offer and settlement of the Consideration
3.1 Tenders for the Recommended Offer were received in respect of 133 152 609
Absa Ordinary Shares held by Absa Ordinary Shareholders ("Offer
Participants") registered as such on Friday, 22 July 2005 (the "Record
Date"). This represents 19.97% of Absa's current issued ordinary share
capital.
3.2 All valid tenders in respect of the Recommended Offer have been accepted
in full.
3.3 Dematerialised Offer Participants will have their relevant account
with their CSDP or Broker debited with the Absa Ordinary Shares
disposed of pursuant to the Recommended Offer and credited with
the Consideration on Wednesday, 27 July 2005.
3.4 The Consideration will be posted to Certificated Offer Participants or
deposited directly into their bank accounts should there be an existing mandate
(if Documents of Title are received on or prior to the Record Date) and balance
certificates will be posted to them on Wednesday, 27 July 2005.
4. Barclays holding in Absa
When aggregating the Absa Ordinary Shares acquired pursuant to the Recommended
Acquisition and the Absa Ordinary Shares acquired by way of
on market purchases up to Friday, 22 July 2005, Barclays holds 53.96%
of Absa's current issued ordinary share capital.
5. Changes to the board of Absa
As a result of the successful completion of the Recommended
Acquisition, Shareholders are advised that with effect from Wednesday,
27 July 2005:
5.1 Mr Dominic Bruynseels, currently Chief Executive Officer of
Barclays Africa, will be appointed as the fourth executive director
of Absa and as an executive director on the board of Absa Bank
Limited;
5.2 Mr David L Roberts, Director of Barclays PLC and Chief Executive
of Barclays International Retail and Commercial Banking and Mr
Naguib Kheraj, Group Finance Director of Barclays PLC will be
appointed as non-executive directors of Absa and Absa Bank
Limited; and
5.3 Dr Johan van Zyl and Mr Patrice Motsepe, the Sanlam nominees to the
boards of Absa and Absa Bank Limited, and Mr Theo van Wyk, the Remgro
nominee to the boards of Absa and Absa Bank Limited, will resign as
directors of Absa and Absa Bank Limited.
All required approvals and regulatory clearances in respect of the above
have been obtained.
For further information, please contact:
Absa Group Limited Barclays PLC
Investor Relations Investor Relations
Willie Roux Mark Merson/James Johnson
+27 (0) 11 350 4061 +44 (0) 20 7116 5752/2927
Media Relations Media Relations - London
Nick Cairns Chris Tucker
+27 (0) 11 350 6565 +44 (0) 20 7116 6223
Media Relations - Johannesburg
Liz Hooper
+27 (0) 11 328 3160
Johannesburg
25 July 2005
Financial advisors to Absa Financial advisors to Barclays
Goldman Sachs International JP Morgan
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) Ltd
Co-sponsor to Absa
Absa Corporate & Merchant Bank
Reporting Accountants to Absa
Ernst & Young
KPMG
Exhibit No. 3
19 July 2005
Notification of directors' interests: Companies Act 1985 s.329
The independent trustee of the Barclays Group (ESAS) Employees' Benefit Trust
(the "ESAS Trust") notified the Company on 18 July 2005 that it had on 11 July
2005 exercised its discretion and released a total of 9,410 ordinary shares in
Barclays PLC. None of the shares released or purchased were in respect of an
award made to a director of Barclays PLC.
Following these transactions, the trustees of all the Barclays Group employees'
benefit trusts hold a total of 145,698,311 ordinary shares in Barclays PLC.
Matthew W Barrett, Chairman, and the executive directors of Barclays are amongst
the potential beneficiaries under these trusts and are therefore regarded for
Companies Act purposes as being interested in the Barclays PLC ordinary shares
held in them.
Exhibit No. 4
14 July 2005
Notification of directors' interests: Companies Act 1985 s.329
The trustee of the Barclays Group Sharepurchase Plan, an Inland Revenue approved
all-employee share plan, informed the Company on 7 July 2005 that it had on 7
July 2005 purchased, and now held as bare trustee of the Barclays Group
Sharepurchase Plan, the following ordinary shares in the capital of Barclays PLC
for the following directors at a price of 539p per share:
Director Number of Shares
Mr J S Varley 48
Mr D L Roberts 48
Mr G A Hoffman 48
The Barclays Group Sharepurchase Plan now includes Matching Shares provided by
the Company on a 1:1 basis up to the first GBP600 per annum invested by the
director under the Plan. The number of shares purchased on 7 July 2005 for each
director above includes 24 Matching Shares.
The revised total shareholding for each director following these transactions is
as follows:
Director Beneficial Holding Non Beneficial Holding
Mr J S Varley 351,189 -
Mr D L Roberts 70,814 -
Mr G A Hoffman 178,674 -
In addition to the interests shown above, the trustees of all the Barclays Group
employees' benefit trusts hold a total of 145,707,721 ordinary shares in
Barclays PLC. Matthew W Barrett, Chairman, and the executive directors of
Barclays are amongst the potential beneficiaries under these trusts and are
therefore regarded for Companies Act purposes as being interested in the
Barclays PLC ordinary shares held in them.
Exhibit No. 5
12 July 2005
Notification of directors' interests: Companies Act 1985 s.329
The independent trustee of the Barclays Group (ESAS) Employees' Benefit Trust
(the "ESAS Trust") notified the Company on 11 July 2005 that it had on 6 July
2005 exercised its discretion and released a total of 770 ordinary shares in
Barclays PLC. None of the shares released were in respect of an award made to a
director of Barclays PLC.
Following this transaction, the trustees of all the Barclays Group employees'
benefit trusts hold a total of 145,707,721 ordinary shares in Barclays PLC.
Matthew W Barrett, Chairman, and the executive directors of Barclays are amongst
the potential beneficiaries under these trusts and are therefore regarded for
Companies Act purposes as being interested in the Barclays PLC ordinary shares
held in them.
Exhibit No. 6
Absa Group Limited
(Registration number 1986/003934/06)
(Incorporated in the Republic of South Africa)
JSE share code: ASA
ISIN: ZAE000013389
("Absa")
Barclays Bank PLC
(Registration number 1026167)
(Incorporated in England)
("Barclays")
RECOMMENDED ACQUISITION UNCONDITIONAL IN EVERY RESPECT
Shareholders are referred to the Finalisation Date announcement which was
released on SENS at 12:34 earlier this afternoon regarding Barclays proposed
acquisition of up to 60% of the Absa ordinary shares at R82.50 per share (the
"Recommended Acquisition").
Shareholders are advised that the Order of Court sanctioning the Scheme has been
registered by the Registrar of Companies and the last of the conditions
precedent has been fulfilled.
The Recommended Acquisition is unconditional in every respect.
Johannesburg
7 July 2005
Financial advisors to Absa Financial advisors to Barclays
Goldman Sachs International JP Morgan
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) Ltd
Co-sponsor to Absa
Absa Corporate & Merchant Bank
Reporting Accountants to Absa
Ernst & Young
KPMG
Exhibit No. 7
Absa Group Limited
(Registration number 1986/003934/06)
(Incorporated in the Republic of South Africa)
JSE share code: ASA
ISIN: ZAE000013389
("Absa")
Barclays Bank PLC
(Registration number 1026167)
(Incorporated in England)
("Barclays")
FINALISATION DATE ANNOUNCEMENT
1. Introduction
Shareholders are referred to the joint announcements released on 9 May 2005
and 21 June 2005, the SENS announcements released on 4 July, 5 July and
6 July 2005 and the circular to shareholders dated 20 May 2005 regarding
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 an additional 28% of his or her shares (the
"Recommended Offer").
Shareholders of Absa are advised that:
* at the meeting held on Monday, 13 June 2005, the requisite majority of
Absa Ordinary Shareholders approved the Scheme;
* the Recommended Offer was declared unconditional as to acceptances
on Monday, 4 July 2005;
* the Scheme was sanctioned by the High Court of South Africa
(Witwatersrand Local Division) (the "Court") on Thursday,
7 July 2005; and
* a copy of the Order of Court sanctioning the Scheme will be lodged with
the Registrar of Companies for registration, and is expected to be
registered by no later than, Friday, 8 July 2005.
2. Fulfilment of conditions
On registration of the Order of Court by the Registrar of Companies, the last
of the conditions precedent will have been fulfilled and the Recommended
Acquisition will be unconditional in every respect.
3. Reminder of remaining salient dates
2005
Last day to trade in Absa Ordinary Shares on the JSE
Securities Exchange South Africa (the "JSE") in order
to be recorded in the Register to be able to receive
the Scheme Consideration Friday, 15 July
Last day to trade in Absa Ordinary Shares on the JSE
to be eligible to participate in the Recommended Offer Friday, 15 July
Absa Ordinary Shares commence trading "ex" the Scheme
(Note 3) Monday, 18 July
Absa Shares commence trading "ex" the Recommended Offer Monday, 18 July
Scheme Consideration Record Date Friday, 22 July
Record Date (for purposes of participating in the
Recommended Offer) Friday, 22 July
Closing Date of the Recommended Offer at 12:00 on Friday, 22 July
Results of the Recommended Offer released on SENS Monday, 25 July
Scheme Operative Date Monday, 25 July
Dematerialised Scheme Participants will have their
relevant account with their Central Securities
Depository Participant ("CSDP") or Broker debited
with the Absa Ordinary Shares disposed of pursuant
to the Scheme
Results of the Recommended Offer published in the press Tuesday, 26 July
Scheme Consideration Settlement Date Wednesday, 27 July
Scheme Consideration posted to Certificated Scheme
Participants (if Documents of Title are received on
or prior to the Scheme Consideration Record Date) or
deposited directly into their bank accounts should
there be an existing mandate
Dematerialised Scheme Participants will have their
relevant account with their CSDP or Broker credited
with the Scheme Consideration
Recommended Offer Consideration Settlement Date Wednesday, 27 July
Dematerialised Recommended Offer Participants will
have their relevant account with their CSDP or Broker
debited with the Absa Ordinary Shares disposed of
pursuant to the Recommended Offer
Dematerialised Recommended Offer Participants will have
their relevant account with their CSDP or Broker credited
with the Recommended Offer Consideration
Certificated Recommended Offer Participants will have
cheques issued, or any payment deposited directly into
their bank accounts should there be an existing mandate,
for the Recommended Offer Consideration in respect of
acceptances of the Recommended Offer (if Documents of
Title are received on or prior to the Record Date) and
balance certificates will be posted
Notes:
1. Shareholders are reminded that, should they accept the Recommended Offer
on or before the Closing Date, they will not be able to trade any of
their Absa shares from the date they accept the Recommended Offer.
2. On account of the Scheme and the Recommended Offer, Absa Ordinary Shares
cannot be dematerialised or rematerialised between Monday, 18 July 2005
and Friday, 22 July 2005, both days inclusive.
3. Absa Ordinary Shares commence trading under a new ISIN number on Monday,
18 July 2005. The new ISIN number is ZAE000067237.
For further information, please contact:
Absa Group Limited Barclays PLC
Investor Relations Investor Relations
Willie Roux Mark Merson/James Johnson
+27 (0) 11 350 4061 +44 (0) 20 7116 5752/2927
Media Relations Media Relations - London
Nick Cairns Chris Tucker
+27 (0) 11 350 6565 +44 (0) 20 7116 6223
Media Relations - Johannesburg
Liz Hooper
+27 (0) 11 328 3160
Johannesburg
7 July 2005
Financial advisors to Absa Financial advisors to Barclays
Goldman Sachs International JP Morgan
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) Ltd
Co-sponsor to Absa
Absa Corporate & Merchant Bank
Reporting Accountants to Absa
Ernst & Young
KPMG
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.
Exhibit No. 8
Absa Group Limited
(Registration number 1986/003934/06)
(Incorporated in the Republic of South Africa)
JSE share code: ASA
ISIN: ZAE000013389
("Absa")
Barclays Bank PLC
(Registration number 1026167)
(Incorporated in England)
("Barclays")
COURT HEARING
1. Introduction
Shareholders are referred to the joint announcements released on 9 May 2005
and 21 June 2005, the SENS announcements released on 4 and 5 July 2005 and
the circular to shareholders dated 20 May 2005 (the "Circular") regarding the
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 an additional 28% of his or her shares (the
"Recommended Offer").
Shareholders of Absa are advised that:
* at the meeting held on 13 June 2005, the requisite majority of Absa
shareholders approved the Scheme; and
* the Recommended Offer was declared unconditional as to acceptances on
Monday 4 July 2005.
2. Judgement on application to intervene expected tomorrow
At the hearing to sanction the Scheme held today at the High Court of South
Africa (Witwatersrand Local Division) (the "Court") arguments were heard from
all parties on an application to intervene in the sanctioning of the Scheme.
The Court indicated that it will rule on this matter tomorrow.
At this stage the timetable of the Recommended Acquisition remains unchanged.
If there is a change to the timetable it will be announced.
For further information, please contact:
Absa Group Limited Barclays PLC
Investor Relations Investor Relations
Willie Roux Mark Merson/James Johnson
+27 (0) 11 350 4061 +44 (0) 20 7116 5752/2927
Media Relations Media Relations - London
Nick Cairns Chris Tucker
+27 (0) 11 350 6565 +44 (0) 20 7116 6223
Media Relations - Johannesburg
Liz Hooper
+27 (0) 11 328 3160
Johannesburg
6 July 2005
Financial advisors to Absa Financial advisors to Barclays
Goldman Sachs International JP Morgan
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) Ltd
Co-sponsor to Absa
Absa Corporate & Merchant Bank
Reporting Accountants to Absa
Ernst & Young
KPMG
Exhibit No. 9
5 July 2005
Notification of directors' interests: Companies Act 1985 s.329
The independent trustee of the Barclays Group (ESAS) Employees' Benefit Trust
(the "ESAS Trust") notified the Company on 4 July 2005 that it had between 27
June 2005 and 30 June 2005 exercised its discretion and released a total of
1,092,336 ordinary shares in Barclays PLC and on 30 June 2005 it purchased a
total of 1,272,699 ordinary shares in Barclays PLC at an average price of
553.98p per share. None of the shares released or purchased were in respect of
an award made to a director of Barclays PLC.
Following these transactions, the trustees of all the Barclays Group employees'
benefit trusts hold a total of 145,708,491 ordinary shares in Barclays PLC.
Matthew W Barrett, Chairman, and the executive directors of Barclays are amongst
the potential beneficiaries under these trusts and are therefore regarded for
Companies Act purposes as being interested in the Barclays PLC ordinary shares
held in them.
Exhibit No. 10
Absa Group Limited
(Registration number 1986/003934/06)
(Incorporated in the Republic of South Africa)
JSE share code: ASA
ISIN: ZAE000013389
("Absa")
Barclays Bank PLC
(Registration number 1026167)
(Incorporated in England)
("Barclays")
POSTPONEMENT OF COURT HEARING
1. Introduction
Shareholders are referred to the joint announcements released on 9 May 2005
and 21 June 2005, the SENS announcement released on 4 July 2005 and the
circular to shareholders dated 20 May 2005 (the "Circular") regarding the
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 an additional 28% of his or her shares (the "Recommended
Offer").
Shareholders of Absa are advised that:
* at the meeting held on Monday, 13 June 2005, the requisite majority of
Absa shareholders approved the Scheme; and
* the Recommended Offer was declared unconditional as to acceptances on
Monday, 4 July 2005.
2. Postponement of court hearing
At the hearing to sanction the Scheme held today at the High Court of South
Africa (Witwatersrand Local Division) (the "Court"), three parties raised
opposition to the sanctioning of the Scheme. The Court has postponed the hearing
of the matter until tomorrow (Wednesday, 6 July 2005) to allow more time for the
preparation of arguments. There has been no argument on the merits of the case.
Absa and Barclays remain confident that the Scheme will be sanctioned.
At this stage the timetable of the Recommended Acquisition remains unchanged. If
there is a change to the timetable it will be announced.
For further information, please contact:
Absa Group Limited Barclays PLC
Investor Relations Investor Relations
Willie Roux Mark Merson/James Johnson
+27 (0) 11 350 4061 +44 (0) 20 7116 5752/2927
Media Relations Media Relations - London
Nick Cairns Chris Tucker
+27 (0) 11 350 6565 +44 (0) 20 7116 6223
Media Relations - Johannesburg
Liz Hooper
+27 (0) 11 328 3160
Johannesburg
5 July 2005
Financial advisors to Absa Financial advisors to Barclays
Goldman Sachs International JP Morgan
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) Ltd
Co-sponsor to Absa
Absa Corporate & Merchant Bank
Reporting Accountants to Absa
Ernst & Young
KPMG
Exhibit No. 11
4 July 2005
Absa Group Limited
(Registration number: 1986/003934/06)
(Incorporated in the Republic of South Africa)
JSE CODE: ASA
ISIN CODE: ZAE000013389
("Absa")
Barclays Bank PLC
(Registration number: 1026167)
(Incorporated in England)
("Barclays")
WAIVE DOWN AND FULFILMENT OF MINIMUM ACCEPTANCE CONDITION AND RECOMMENDED OFFER
DECLARED UNCONDITIONAL AS TO ACCEPTANCES
1. Introduction
Shareholders are referred to the joint announcements released on 9 May 2005 and
21 June 2005 and the circular to shareholders dated 20 May 2005 regarding
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 an additional 28% of his or her shares (the "Recommended
Offer").
2. Waive down and fulfilment of condition and Recommended Offer declared
unconditional as to acceptances
At present Barclays holds shares and has received tenders which, when aggregated
with shares to be acquired pursuant to the Scheme, would amount to 52.2% of all
Absa Ordinary Shares. In preparation for the High Court of South Africa
(Witwatersrand Local Division) hearing to sanction the Scheme to be held on
Tuesday, 5 July 2005, Barclays has waived down the minimum acceptance level
condition to a lower percentage level (of all Absa Ordinary Shares) namely,
50.1% which has the effect of fulfilling the minimum acceptance level condition.
Accordingly Barclays declares the Recommended Offer unconditional as to
acceptances.
Johannesburg
4 July 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) Ltd
Co-sponsor to Absa
Absa Corporate & Merchant Bank
Reporting Accountants to Absa
Ernst & Young
KPMG