Transaction Valuation(1) | Amount of Filing Fee(2) | |
$17,556,551,349
|
$538,987 |
(1) | Estimated solely for the purpose of calculating the registration fee pursuant to Rules 0-11(d) and 0-11(a)(4) under the Securities Exchange Act of 1934, as amended (the Exchange Act), based on (i) the average of the high and low sales prices of the Ordinary Shares as reported on Eurolist of Euronext Amsterdam N.V. on August 1, 2007 ($47.55) and the noon buying rate in New York City for cable transfers in euro as certified for customer purposes by the Federal Reserve Bank of New York on August 1, 2007, which was $1.3682 per 1.00, and (ii) the number of Barclays ordinary shares estimated to be issued (a) to holders of Ordinary Shares in the United States in connection with the exchange offer and (b) to holders of ADSs in connection with the exchange offer. |
(2) | The amount of the filing fee, calculated in accordance with Rule 0-11 under the Exchange Act, is $30.70 per $1 million (prorated for amounts less than $1 million) of the aggregate transaction values. Accordingly, the filing fee is calculated by multiplying the aggregate transaction value by 0.00003070. Pursuant to Rule 0-11(a)(2) under the Exchange Act, the filing fee has been offset by the registration fee paid in connection with the filing of the Registration Statement on Form F-4 of Barclays PLC, as amended (File No. 333-143666). |
þ | Check the box if any part of the fee is offset as provided by Rule 0-11(a)(2) and identify the filing with which the offsetting fee was previously paid. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing. |
Amount Previously Paid: $558,993
|
Filing Party: Barclays PLC | |
Form or Registration No.: Registration Statement on
Form F-4 (No. 333-143666)
|
Date Filed: June 12, 2007 | |
Amount Previously Paid: $512,548
|
Filing Party: Barclays PLC; Barclays (Netherlands) N.V. | |
Form or Registration No.: Amendment No. 4 to Registration
Statement on Form F-4 (No. 333-143666)
|
Date Filed: August 3, 2007 |
o | Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer. |
þ | third-party tender offer subject to Rule 14d-1. | |
o | issuer tender offer subject to Rule 13e-4. | |
o | going-private transaction subject to Rule 13e-3. | |
o | amendment to Schedule 13D under Rule 13d-2. |
2
Director | Biographical Information | |
Dirk Peter Stolp
|
Mr. Stolp was appointed as managing director at the incorporation of Barclays Investments (Netherlands) on May 14, 2007. He has been appointed for an indefinite period of time and hence there is no date of expiration of the current term of office. Mr. Stolp has been managing director of ATC Capital Markets (Amsterdamsch Trustees Kantoor B.V.) since 1999 and joined the company as trust manager in 1997. Between 1989 and 1996, Mr. Stolp was head of the legal department of a Dutch based corporate services provider. Mr. Stolp graduated from the University of Amsterdam in 1985 with a bachelors degree in modern history and law in 1987. | |
Andreas Gerardus Maria Nagelmaker
|
Mr. Nagelmaker was appointed as managing director at the incorporation of Barclays Investments (Netherlands) on May 14, 2007. He has been appointed for an indefinite period of time and hence there is no date of expiration of the current term of office. Since 2003, he has been a director of ATC Corporate Services (Netherlands) B.V. and a board member of the Dutch Association of International Management Services. Between 1998 and 2003, Mr. Nagelmaker was a director of RCS Corporate Services, a subsidiary of Rabobank Nederland. Prior to that, he was senior manager of Credit Lyonnais Nederland (Oyens Trust) from 1992 to 1998 and was also senior account manager of ABN AMRO Bank (ABN AMRO Trust Company Netherlands B.V.) between 1988 and 1992. From 1987 to 1988, he served as an investment analyst of ABN Equity Research. Mr. Nagelmaker graduated from the Leiden University, The Netherlands, in 1987 with a masters degree in business law. |
3
Director | Biographical Information | |
Lawrence Charles Dickinson
|
Mr. Dickinson was appointed as managing director of Barclays Investments (Netherlands) on June 21, 2007. He has been appointed for an indefinite period of time and hence there is no date of expiration of the current term of office. Mr Dickinson joined Barclays from university in 1979. He undertook a variety of branch, regional and head office roles before becoming a branch manager. He then moved to Group Strategy and Planning where he was responsible for the development and implementation of economic capital, the basis for Barclays performance measurement system. He was appointed Chief of Staff in 1998 and after a short spell as Global Chief Operating Officer in the Private Bank, Mr. Dickinson was appointed Company Secretary in September, 2002. | |
Mark Dominic Harding
|
Mr. Harding was appointed as managing director of Barclays Investments (Netherlands) on June 21, 2007. He has been appointed for an indefinite period of time and hence there is no date of expiration of the current term of office. Mr. Harding has been Group General Counsel of Barclays since 2003. Between 2000 and 2003, Mr. Harding was a partner at the international law firm, Clifford Chance, and from 1996 to 2000 was European and then Global General Counsel at UBS Investment Bank. Between 1980 and 1996 he was an associate lawyer and then partner at Clifford Chance. Mr. Harding graduated from the University of Cambridge in the UK in 1979 and holds a masters degree in modern languages and law. He is qualified as a solicitor of the Supreme Court of England and Wales. |
4
5
5.1
(a)(1)(A) | Offer Document/Prospectus, dated August 6, 2007 (incorporated by reference to Barclays Registration Statement on Form F-4 (No. 333-143666), as amended, filed with the Securities and Exchange Commission on August 3, 2007 (as amended, the Form F-4)). | |||
(a)(1)(B) | Form of Letter of Transmittal (incorporated by reference to Exhibit 99.2 of the Form F-4). | |||
(a)(1)(C) | Form of Deed of Transfer Primary Exchange (ABN AMRO ordinary shares) (incorporated by reference to Exhibit 99.3 of the Form F-4). | |||
(a)(1)(D) | Form of Deed of Transfer Alternate Exchange (ABN AMRO ordinary shares) (incorporated by reference to Exhibit 99.4 of the Form F-4) | |||
(a)(1)(E) | Form of Notice of Guaranteed Delivery (incorporated by reference to Exhibit 99.5 of the Form F-4). | |||
(a)(1)(F) | Form of Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees (ABN AMRO ADSs) (incorporated by reference to Exhibit 99.6 of the Form F-4). | |||
(a)(1)(G) | Form of Letter to Clients for use by Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees (ABN AMRO ADSs) (incorporated by reference to Exhibit 99.7 of the Form F-4). | |||
(a)(4)(A) | Incorporated by reference herein as Exhibit (a)(1)(A). | |||
(a)(5)(i) | Press release related to announcement that Barclays is in preliminary discussions with ABN AMRO Holding N.V., dated March 19, 2007 (incorporated herein by reference to the filing made by Barclays pursuant to Rule 425 on March 19, 2007). | |||
(a)(5)(ii) | Press release related to outline of preliminary discussions between Barclays and ABN AMRO, dated March 20, 2007 (incorporated herein by reference to the filing made by Barclays pursuant to Rule 425 on March 20, 2007). | |||
(a)(5)(iii) | John Varleys letter to colleagues updating them on the Barclays and ABN AMRO discussions, dated March 22, 2007 (incorporated herein by reference to the filing made by Barclays pursuant to Rule 425 on March 23, 2007). | |||
(a)(5)(iv) | John Varleys letter to colleagues explaining why its right to look at ABN AMRO, dated March 27, 2007 (incorporated herein by reference to the filing made by Barclays pursuant to Rule 425 on March 27, 2007). |
6
(a)(5)(v) | John Varleys message regarding Naguib Kheraj, dated March 30, 2007 (incorporated herein by reference to the filing made by Barclays pursuant to Rule 425 on March 30, 2007). | |||
(a)(5)(vi) | Barclays and ABN AMRO announce extension of exclusivity period, dated April 17, 2007 (incorporated herein by reference to the filing made by Barclays pursuant to Rule 425 on April 17, 2007). | |||
(a)(5)(vii) | John Varleys letter to colleagues on the progress of discussions with ABN AMRO, dated April 18, 2007 (incorporated herein by reference to the filing made by Barclays pursuant to Rule 425 on April 18, 2007). | |||
(a)(5)(viii) | Bob Diamonds message on the recommended merger of Barclays and ABN AMRO, dated April 23, 2007 (incorporated herein by reference to the filing made by Barclays pursuant to Rule 425 on April 23, 2007). | |||
(a)(5)(ix) | Press release announcing agreement on terms of merger, dated April 23, 2007 (incorporated herein by reference to the filing made by Barclays pursuant to Rule 425 on April 23, 2007). | |||
(a)(5)(x) | Investor presentation on the combination of Barclays and ABN AMRO, dated April 23, 2007 (incorporated herein by reference to the filing made by Barclays pursuant to Rule 425 on April 24, 2007). | |||
(a)(5)(xi) | Project Pegasus questions and answers regarding the proposed combination, (incorporated herein by reference to the filing made by Barclays pursuant to Rule 425 on April 24, 2007). | |||
(a)(5)(xii) | Presentation on the combination of Barclays and ABN AMRO, dated April 23, 2007 (incorporated herein by reference to the filing made by Barclays pursuant to Rule 425 on April 24, 2007). | |||
(a)(5)(xiii) | John Varleys message on the importance of staying focused (incorporated herein by reference to the filing made by Barclays pursuant to Rule 425 on April 24, 2007). | |||
(a)(5)(xiv) | John Varleys message on the proposed Amsterdam headquarters (incorporated herein by reference to the filing made by Barclays pursuant to Rule 425 on April 24, 2007). | |||
(a)(5)(xv) | John Varleys message on the growth opportunity (incorporated herein by reference to the filing made by Barclays pursuant to Rule 425 on April 24, 2007). | |||
(a)(5)(xvi) | John Varleys message on the potential impact on jobs (incorporated herein by reference to the filing made by Barclays pursuant to Rule 425 on April 24, 2007). | |||
(a)(5)(xvii) | John Varleys questions and answers on rationale for the deal (incorporated herein by reference to the filing made by Barclays pursuant to Rule 425 on April 24, 2007). | |||
(a)(5)(xviii) | John Varleys message on the proposed merger (incorporated herein by reference to the filing made by Barclays pursuant to Rule 425 on April 24, 2007). | |||
(a)(5)(xix) | John Varleys letter to colleagues on announcement of agreement to merge with ABN AMRO (incorporated herein by reference to the filing made by Barclays pursuant to Rule 425 on April 24, 2007). | |||
(a)(5)(xx) | BGI employees message and Bob Diamond message (incorporated herein by reference to the filing made by Barclays pursuant to Rule 425 on April 25, 2007). | |||
(a)(5)(xxi) | Presentation on Barclays and ABN AMROs proposed merger (incorporated herein by reference to the filing made by Barclays pursuant to Rule 425 on April 25, 2007). | |||
(a)(5)(xxii) | Frits Seegers letter to colleagues on the proposed merger (incorporated herein by reference to the filing made by Barclays pursuant to Rule 425 on April 25, 2007). | |||
(a)(5)(xxiii) | Tomas L. Kalaris message on the proposed merger (incorporated herein by reference to the filing made by Barclays pursuant to Rule 425 on April 25, 2007). | |||
(a)(5)(xxiv) | John Varleys letter to colleagues on the Royal Bank of Scotland announcement (incorporated herein by reference to the filing made by Barclays pursuant to Rule 425 on April 25, 2007). | |||
(a)(5)(xxv) | Statement on Barclays annual general meeting (incorporated herein by reference to the filing made by Barclays pursuant to Rule 425 on April 27, 2007). |
7
(a)(5)(xxvi) | Steve Boysens letter to colleagues relating to the proposed merger (incorporated herein by reference to the filing made by Barclays pursuant to Rule 425 on April 27, 2007). | |||
(a)(5)(xxvii) | Project Pegasus key messages, dated April 2007 (incorporated herein by reference to the filing made by Barclays pursuant to Rule 425 on April 27, 2007). | |||
(a)(5)(xxviii) | Presentation by John Varley, dated April 24, 2007 (incorporated herein by reference to the filing made by Barclays pursuant to Rule 425 on April 27, 2007). | |||
(a)(5)(xxix) | Chairmans and Chief Executives statements from annual general meeting, dated April 26, 2007 (incorporated herein by reference to the filing made by Barclays pursuant to Rule 425 on April 30, 2007). | |||
(a)(5)(xxx) | Announcement to shareholders regarding Barclays agreement to merge with ABN AMRO (incorporated herein by reference to the filing made by Barclays pursuant to Rule 425 on April 30, 2007). | |||
(a)(5)(xxxi) | Transcript of analyst and investor conference related to the combination, dated April 23, 2007 (incorporated herein by reference to the filing made by Barclays pursuant to Rule 425 on May 1, 2007). | |||
(a)(5)(xxxii) | Barclays announcement following the Dutch Enterprise Courts ruling affecting ABN AMRO Bank N.V.s contract to sell LaSalle Bank Corporation to Bank of America, dated May 3, 2007 (incorporated herein by reference to the filing made by Barclays pursuant to Rule 425 on May 3, 2007). | |||
(a)(5)(xxxiii) | Amicus National comments further on Barclays and ABN AMRO talks, dated April 23, 2007 (incorporated herein by reference to the filing made by Barclays pursuant to Rule 425 on May 4, 2007). | |||
(a)(5)(xxxiv) | International press review on Barclays and ABN AMRO, dated April 24, 2007 (incorporated herein by reference to the filing made by Barclays pursuant to Rule 425 on May 4, 2007). | |||
(a)(5)(xxxv) | Transcript from shareholder helpline recording (incorporated herein by reference to the filing made by Barclays pursuant to Rule 425 on May 4, 2007). | |||
(a)(5)(xxxvi) | John Varleys letter to colleagues regarding the Dutch Enterprise Chambers ruling, dated May 4, 2007 (incorporated herein by reference to the filing made by Barclays pursuant to Rule 425 on May 4, 2007). | |||
(a)(5)(xxxvii) | Questions and answers on the impact of the proposed merger on your share awards (incorporated herein by reference to the filing made by Barclays pursuant to Rule 425 on May 4, 2007). | |||
(a)(5)(xxxviii) | Letter to BGI clients (incorporated herein by reference to the filing made by Barclays pursuant to Rule 425 on May 11, 2007). | |||
(a)(5)(xxxix) | John Varley conference speech at the UBS Global Financial Services Conference, dated May 14, 2007 (incorporated herein by reference to the filing made by Barclays pursuant to Rule 425 on May 18, 2007). | |||
(a)(5)(xl) | Presentation by John Varley at the UBS Global Financial Services Conference, dated May 14, 2007 (incorporated herein by reference to the filing made by Barclays pursuant to Rule 425 on May 18, 2007). | |||
(a)(5)(xli) | Presentation to corporate responsibility report launch, dated May 16, 2007 (incorporated herein by reference to the filing made by Barclays pursuant to Rule 425 on May 18, 2007). | |||
(a)(5)(xlii) | Globe transaction article related to the facts of ABN AMRO (incorporated herein by reference to the filing made by Barclays pursuant to Rule 425 on May 18, 2007). | |||
(a)(5)(xliii) | Announcement related to the 30 day announcement of Barclays recommended merger with ABN AMRO, dated May 23, 2007 (incorporated herein by reference to the filing made by Barclays pursuant to Rule 425 on May 24, 2007). | |||
(a)(5)(xliv) | John Varley letter to colleagues relating to updating the stock market on Barclays financial performance in the first quarter 2007 (incorporated herein by reference to the filing made by Barclays pursuant to Rule 425 on May 25, 2007). |
8
(a)(5)(xlv) | John Varley letter to colleagues relating to the consortiums proposed offer for ABN AMRO, posted on Barclays Group intranet, dated May 29, 2007 (incorporated herein by reference to the filing made by Barclays pursuant to Rule 425 on May 29, 2007). | |||
(a)(5)(xlvi) | Transcript of conference call relating to Barclays first quarter 2007 trading update, dated May 24, 2007 (incorporated herein by reference to the filing made by Barclays pursuant to Rule 425 on May 29, 2007). | |||
(a)(5)(xlviii) | John Varleys letter to colleagues regarding the timetable, dated May 31, 2007 (incorporated herein by reference to the filing made by Barclays pursuant to Rule 425 on May 31, 2007). | |||
(a)(5)(xlix) | Announcement related to the pre-acquisition and regulatory filings, dated June 12, 2007 (incorporated herein by reference to the filing made by Barclays pursuant to Rule 425 on June 12, 2007). | |||
(a)(5)(l) | Presentation by Chris Lucas on reaping the rewards of an international strategy at the Goldman Sachs European Financials Conference, dated June 14, 2007 (incorporated herein by reference to the filing made by Barclays pursuant to Rule 425 on June 14, 2007). | |||
(a)(5)(li) | John Varley letter to colleagues related to the proposed ABN AMRO merger and the corporate logo, dated June 21, 2007 (incorporated herein by reference to the filing made by Barclays pursuant to Rule 425 on June 21, 2007). | |||
(a)(5)(lii) | John Varley letter to colleagues related to commitments to employees and trade unions, dated June 28, 2007 (incorporated herein by reference to the filing made by Barclays pursuant to Rule 425 on June 28, 2007). | |||
(a)(5)(liii) | Press release related to commitments to employees and trade unions, dated June 28, 2007 (incorporated herein by reference to the filing made by Barclays pursuant to Rule 425 on June 28, 2007). | |||
(a)(5)(liv) | Offer Update Announcement, dated July 2, 2007 (incorporated herein by reference to the filing made by Barclays pursuant to Rule 425 on July 2, 2007). | |||
(a)(5)(lv) | John Varley letter to colleagues related to regulatory filings, dated July 6, 2007 (incorporated herein by reference to the filing made by Barclays pursuant to Rule 425 on July 6, 2007). | |||
(a)(5)(lvi) | John Varley letter to colleagues related to the Dutch Supreme Courts ruling, dated July 16, 2007 (incorporated herein by reference to the filing made by Barclays pursuant to Rule 425 on July 16, 2007). | |||
(a)(5)(lvii) | John Varley letter to colleagues related to an update on offer, dated July 16, 2007 (incorporated herein by reference to the filing made by Barclays pursuant to Rule 425 on July 16, 2007). | |||
(a)(5)(lviii) | John Varley letter to colleagues related to an update on offer, dated July 19, 2007 (incorporated herein by reference to the filing made by Barclays pursuant to Rule 425 on July 19, 2007). | |||
(a)(5)(lix) | Bob Diamond letter to colleagues related to growth and half-year results, dated July 23, 2007 (incorporated herein by reference to the filing made by Barclays pursuant to Rule 425 on July 23, 2007). | |||
(a)(5)(lx) | John Varley letter to colleagues related to the proposed ABN AMRO merger and the corporate logo, dated June 21, 2007 (incorporated herein by reference to the filing made by Barclays pursuant to Rule 425 on June 21, 2007). | |||
(a)(5)(lxi) | John Varley letter to colleagues related to the new investors and revised offer, dated July 23, 2007 (incorporated herein by reference to the filing made by Barclays pursuant to Rule 425 on July 23, 2007). | |||
(a)(5)(lxii) | John Varley slide presentation to analysts, dated July 23, 2007 (incorporated herein by reference to the filing made by Barclays pursuant to Rule 425 on July 23, 2007). | |||
(a)(5)(lxiii) | Senior leader talking points, dated July 23, 2007 (incorporated herein by reference to the filing made by Barclays pursuant to Rule 425 on July 23, 2007). |
9
(a)(5)(lxiv) | Press release related to revised offer, dated July 23, 2007 (incorporated herein by reference to the filing made by Barclays pursuant to Rule 425 on July 23, 2007). | |||
(a)(5)(lxv) | Analyst presentation transcript, dated July 23, 2007 (incorporated herein by reference to the filing made by Barclays pursuant to Rule 425 on July 23, 2007). | |||
(a)(5)(lxvi) | Press conference transcript, dated July 23, 2007 (incorporated herein by reference to the filing made by Barclays pursuant to Rule 425 on July 24, 2007). | |||
(a)(5)(lxvii) | Conference call transcript, dated July 23, 2007 (incorporated herein by reference to the filing made by Barclays pursuant to Rule 425 on July 25, 2007). | |||
(a)(5)(lxviii) | Press release related to revised offer, dated July 30, 2007 (incorporated herein by reference to the filing made by Barclays pursuant to Rule 425 on July 30, 2007). | |||
(a)(5)(lxix) | John Varley letter to colleagues related to ABN AMRO recommendation, dated July 31, 2007 (incorporated herein by reference to the filing made by Barclays pursuant to Rule 425 on July 31, 2007). | |||
(a)(5)(lxx) | John Varley letter to colleagues related to interim results, dated August 2, 2007 (incorporated herein by reference to the filing made by Barclays pursuant to Rule 425 on August 2, 2007). | |||
(a)(5)(lxxi) | Analysts conference call transcript dated August 2, 2007 (incorporated herein by reference to the filing made by Barclays pursuant to Rule 425 on August 3, 2007). | |||
(a)(5)(lxxii) | Wires conference call transcript dated August 2, 2007 (incorporated herein by reference to the filing made by Barclays pursuant to Rule 425 on August 3, 2007). | |||
(a)(5)(lxxiii) | Press release announcing commencement of offer, dated August 6, 2007 (incorporated herein by reference to the filing made by Barclays pursuant to Rule 425 on August 6, 2007). | |||
(a)(5)(lxxiv) | Media conference call transcript, dated August 2, 2007 (incorporated herein by reference to the filing made by Barclays pursuant to Rule 425 on August 6, 2007). | |||
(a)(5)(lxxv) | Q&A script for call centres for ABN shareholders (incorporated herein by reference to the filing made by Barclays pursuant to Rule 425 on August 6, 2007). | |||
(a)(5)(lxxvi) | John Varley letter to colleagues related to interim results, dated August 6, 2007 (incorporated herein by reference to the filing made by Barclays pursuant to Rule 425 on August 6, 2007). | |||
(a)(5)(lxxvii) | Q&A script for call centres for ABN ADS holders (incorporated herein by reference to the filing made by Barclays pursuant to Rule 425 on August 6, 2007). | |||
(b) | Not applicable. | |||
(c) | Not applicable. | |||
(d)(1) | Merger Protocol, dated April 23, 2007, between ABN AMRO Holding N.V. and Barclays PLC, as amended by the Merger Protocol Amendment Letter, dated July 23, 2007, the Merger Protocol Amendment Letter, dated July 30, 2007 and the Letter Agreement, dated August 3, 2007 (incorporated by reference to Exhibit 2.1 of the Form F-4). | |||
(d)(2) | Form of Co-operation Agreement between Barclays, Barclays Investments (Netherlands), the Nominee and Barclays (Netherlands) | |||
(e) | Not applicable. | |||
(f) | Not applicable. | |||
(g) | Not applicable. | |||
(h)(1) | Opinion of Sullivan & Cromwell LLP with respect to material US tax consequences of the transaction (incorporated by reference to Exhibit 8.1 of the Form F-4). | |||
(h)(2) | Opinion of Clifford Chance LLP with respect to material UK and Dutch tax consequences of the transaction (incorporated by reference to Exhibit 8.2 of the Form F-4). |
10
BARCLAYS PLC |
By: | /s/ Lawrence Dickinson |
|
|
Name: Lawrence Dickinson | |
Title: Company Secretary |
11
(a)(1)(A) | Offer Document/Prospectus, dated August 6, 2007 (incorporated by reference to Barclays Registration Statement on Form F-4 (No. 333-143666), as amended, filed with the Securities and Exchange Commission on August 3, 2007 (as amended, the Form F-4)). | |||
(a)(1)(B) | Form of Letter of Transmittal (incorporated by reference to Exhibit 99.2 of the Form F-4). | |||
(a)(1)(C) | Form of Deed of Transfer Primary Exchange (ABN AMRO ordinary shares) (incorporated by reference to Exhibit 99.3 of the Form F-4). | |||
(a)(1)(D) | Form of Deed of Transfer Alternate Exchange (ABN AMRO ordinary shares) (incorporated by reference to Exhibit 99.4 of the Form F-4) | |||
(a)(1)(E) | Form of Notice of Guaranteed Delivery (incorporated by reference to Exhibit 99.5 of the Form F-4). | |||
(a)(1)(F) | Form of Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees (ABN AMRO ADSs) (incorporated by reference to Exhibit 99.6 of the Form F-4). | |||
(a)(1)(G) | Form of Letter to Clients for use by Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees (ABN AMRO ADSs) (incorporated by reference to Exhibit 99.7 of the Form F-4). | |||
(a)(4)(A) | Incorporated by reference herein as Exhibit (a)(1)(A). | |||
(a)(5)(i) | Press release related to announcement that Barclays is in preliminary discussions with ABN AMRO Holding N.V., dated March 19, 2007 (incorporated herein by reference to the filing made by Barclays pursuant to Rule 425 on March 19, 2007). | |||
(a)(5)(ii) | Press release related to outline of preliminary discussions between Barclays and ABN AMRO, dated March 20, 2007 (incorporated herein by reference to the filing made by Barclays pursuant to Rule 425 on March 20, 2007). | |||
(a)(5)(iii) | John Varleys letter to colleagues updating them on the Barclays and ABN AMRO discussions, dated March 22, 2007 (incorporated herein by reference to the filing made by Barclays pursuant to Rule 425 on March 23, 2007). | |||
(a)(5)(iv) | John Varleys letter to colleagues explaining why its right to look at ABN AMRO, dated March 27, 2007 (incorporated herein by reference to the filing made by Barclays pursuant to Rule 425 on March 27, 2007). | |||
(a)(5)(v) | John Varleys message regarding Naguib Kheraj, dated March 30, 2007 (incorporated herein by reference to the filing made by Barclays pursuant to Rule 425 on March 30, 2007). | |||
(a)(5)(vi) | Barclays and ABN AMRO announce extension of exclusivity period, dated April 17, 2007 (incorporated herein by reference to the filing made by Barclays pursuant to Rule 425 on April 17, 2007). | |||
(a)(5)(vii) | John Varleys letter to colleagues on the progress of discussions with ABN AMRO, dated April 18, 2007 (incorporated herein by reference to the filing made by Barclays pursuant to Rule 425 on April 18, 2007). | |||
(a)(5)(viii) | Bob Diamonds message on the recommended merger of Barclays and ABN AMRO, dated April 23, 2007 (incorporated herein by reference to the filing made by Barclays pursuant to Rule 425 on April 23, 2007). | |||
(a)(5)(ix) | Press release announcing agreement on terms of merger, dated April 23, 2007 (incorporated herein by reference to the filing made by Barclays pursuant to Rule 425 on April 23, 2007). | |||
(a)(5)(x) | Investor presentation on the combination of Barclays and ABN AMRO, dated April 23, 2007 (incorporated herein by reference to the filing made by Barclays pursuant to Rule 425 on April 24, 2007). | |||
(a)(5)(xi) | Project Pegasus questions and answers regarding the proposed combination, (incorporated herein by reference to the filing made by Barclays pursuant to Rule 425 on April 24, 2007). |
(a)(5)(xii) | Presentation on the combination of Barclays and ABN AMRO, dated April 23, 2007 (incorporated herein by reference to the filing made by Barclays pursuant to Rule 425 on April 24, 2007). | |||
(a)(5)(xiii) | John Varleys message on the importance of staying focused (incorporated herein by reference to the filing made by Barclays pursuant to Rule 425 on April 24, 2007). | |||
(a)(5)(xiv) | John Varleys message on the proposed Amsterdam headquarters (incorporated herein by reference to the filing made by Barclays pursuant to Rule 425 on April 24, 2007). | |||
(a)(5)(xv) | John Varleys message on the growth opportunity (incorporated herein by reference to the filing made by Barclays pursuant to Rule 425 on April 24, 2007). | |||
(a)(5)(xvi) | John Varleys message on the potential impact on jobs (incorporated herein by reference to the filing made by Barclays pursuant to Rule 425 on April 24, 2007). | |||
(a)(5)(xvii) | John Varleys questions and answers on rationale for the deal (incorporated herein by reference to the filing made by Barclays pursuant to Rule 425 on April 24, 2007). | |||
(a)(5)(xviii) | John Varleys message on the proposed merger (incorporated herein by reference to the filing made by Barclays pursuant to Rule 425 on April 24, 2007). | |||
(a)(5)(xix) | John Varleys letter to colleagues on announcement of agreement to merge with ABN AMRO (incorporated herein by reference to the filing made by Barclays pursuant to Rule 425 on April 24, 2007). | |||
(a)(5)(xx) | BGI employees message and Bob Diamond message (incorporated herein by reference to the filing made by Barclays pursuant to Rule 425 on April 25, 2007). | |||
(a)(5)(xxi) | Presentation on Barclays and ABN AMROs proposed merger (incorporated herein by reference to the filing made by Barclays pursuant to Rule 425 on April 25, 2007). | |||
(a)(5)(xxii) | Frits Seegers letter to colleagues on the proposed merger (incorporated herein by reference to the filing made by Barclays pursuant to Rule 425 on April 25, 2007). | |||
(a)(5)(xxiii) | Tomas L. Kalaris message on the proposed merger (incorporated herein by reference to the filing made by Barclays pursuant to Rule 425 on April 25, 2007). | |||
(a)(5)(xxiv) | John Varleys letter to colleagues on the Royal Bank of Scotland announcement (incorporated herein by reference to the filing made by Barclays pursuant to Rule 425 on April 25, 2007). | |||
(a)(5)(xxv) | Statement on Barclays annual general meeting (incorporated herein by reference to the filing made by Barclays pursuant to Rule 425 on April 27, 2007). | |||
(a)(5)(xxvi) | Steve Boysens letter to colleagues relating to the proposed merger (incorporated herein by reference to the filing made by Barclays pursuant to Rule 425 on April 27, 2007). | |||
(a)(5)(xxvii) | Project Pegasus key messages, dated April 2007 (incorporated herein by reference to the filing made by Barclays pursuant to Rule 425 on April 27, 2007). | |||
(a)(5)(xxviii) | Presentation by John Varley, dated April 24, 2007 (incorporated herein by reference to the filing made by Barclays pursuant to Rule 425 on April 27, 2007). | |||
(a)(5)(xxix) | Chairmans and Chief Executives statements from annual general meeting, dated April 26, 2007 (incorporated herein by reference to the filing made by Barclays pursuant to Rule 425 on April 30, 2007). | |||
(a)(5)(xxx) | Announcement to shareholders regarding Barclays agreement to merge with ABN AMRO (incorporated herein by reference to the filing made by Barclays pursuant to Rule 425 on April 30, 2007). | |||
(a)(5)(xxxi) | Transcript of analyst and investor conference related to the combination, dated April 23, 2007 (incorporated herein by reference to the filing made by Barclays pursuant to Rule 425 on May 1, 2007). | |||
(a)(5)(xxxii) | Barclays announcement following the Dutch Enterprise Courts ruling affecting ABN AMRO Bank N.V.s contract to sell LaSalle Bank Corporation to Bank of America, dated May 3, 2007 (incorporated herein by reference to the filing made by Barclays pursuant to Rule 425 on May 3, 2007). | |||
(a)(5)(xxxiii) | Amicus National comments further on Barclays and ABN AMRO talks, dated April 23, 2007 (incorporated herein by reference to the filing made by Barclays pursuant to Rule 425 on May 4, 2007). |
(a)(5)(xxxiv) | International press review on Barclays and ABN AMRO, dated April 24, 2007 (incorporated herein by reference to the filing made by Barclays pursuant to Rule 425 on May 4, 2007). | |||
(a)(5)(xxxv) | Transcript from shareholder helpline recording (incorporated herein by reference to the filing made by Barclays pursuant to Rule 425 on May 4, 2007). | |||
(a)(5)(xxxvi) | John Varleys letter to colleagues regarding the Dutch Enterprise Chambers ruling, dated May 4, 2007 (incorporated herein by reference to the filing made by Barclays pursuant to Rule 425 on May 4, 2007). | |||
(a)(5)(xxxvii) | Questions and answers on the impact of the proposed merger on your share awards (incorporated herein by reference to the filing made by Barclays pursuant to Rule 425 on May 4, 2007). | |||
(a)(5)(xxxviii) | Letter to BGI clients (incorporated herein by reference to the filing made by Barclays pursuant to Rule 425 on May 11, 2007). | |||
(a)(5)(xxxix) | John Varley conference speech at the UBS Global Financial Services Conference, dated May 14, 2007 (incorporated herein by reference to the filing made by Barclays pursuant to Rule 425 on May 18, 2007). | |||
(a)(5)(xl) | Presentation by John Varley at the UBS Global Financial Services Conference, dated May 14, 2007 (incorporated herein by reference to the filing made by Barclays pursuant to Rule 425 on May 18, 2007). | |||
(a)(5)(xli) | Presentation to corporate responsibility report launch, dated May 16, 2007 (incorporated herein by reference to the filing made by Barclays pursuant to Rule 425 on May 18, 2007). | |||
(a)(5)(xlii) | Globe transaction article related to the facts of ABN AMRO (incorporated herein by reference to the filing made by Barclays pursuant to Rule 425 on May 18, 2007). | |||
(a)(5)(xliii) | Announcement related to the 30 day announcement of Barclays recommended merger with ABN AMRO, dated May 23, 2007 (incorporated herein by reference to the filing made by Barclays pursuant to Rule 425 on May 24, 2007). | |||
(a)(5)(xliv) | John Varley letter to colleagues relating to updating the stock market on Barclays financial performance in the first quarter 2007 (incorporated herein by reference to the filing made by Barclays pursuant to Rule 425 on May 25, 2007). | |||
(a)(5)(xlv) | John Varley letter to colleagues relating to the consortiums proposed offer for ABN AMRO, posted on Barclays Group intranet, dated May 29, 2007 (incorporated herein by reference to the filing made by Barclays pursuant to Rule 425 on May 29, 2007). | |||
(a)(5)(xlvi) | Transcript of conference call relating to Barclays first quarter 2007 trading update, dated May 24, 2007 (incorporated herein by reference to the filing made by Barclays pursuant to Rule 425 on May 29, 2007). | |||
(a)(5)(xlviii) | John Varleys letter to colleagues regarding the timetable, dated May 31, 2007 (incorporated herein by reference to the filing made by Barclays pursuant to Rule 425 on May 31, 2007). | |||
(a)(5)(xlix) | Announcement related to the pre-acquisition and regulatory filings, dated June 12, 2007 (incorporated herein by reference to the filing made by Barclays pursuant to Rule 425 on June 12, 2007). | |||
(a)(5)(l) | Presentation by Chris Lucas on reaping the rewards of an international strategy at the Goldman Sachs European Financials Conference, dated June 14, 2007 (incorporated herein by reference to the filing made by Barclays pursuant to Rule 425 on June 14, 2007). | |||
(a)(5)(li) | John Varley letter to colleagues related to the proposed ABN AMRO merger and the corporate logo, dated June 21, 2007 (incorporated herein by reference to the filing made by Barclays pursuant to Rule 425 on June 21, 2007). | |||
(a)(5)(lii) | John Varley letter to colleagues related to commitments to employees and trade unions, dated June 28, 2007 (incorporated herein by reference to the filing made by Barclays pursuant to Rule 425 on June 28, 2007). | |||
(a)(5)(liii) | Press release related to commitments to employees and trade unions, dated June 28, 2007 (incorporated herein by reference to the filing made by Barclays pursuant to Rule 425 on June 28, 2007). |
(a)(5)(liv) | Offer Update Announcement, dated July 2, 2007 (incorporated herein by reference to the filing made by Barclays pursuant to Rule 425 on July 2, 2007). | |||
(a)(5)(lv) | John Varley letter to colleagues related to regulatory filings, dated July 6, 2007 (incorporated herein by reference to the filing made by Barclays pursuant to Rule 425 on July 6, 2007). | |||
(a)(5)(lvi) | John Varley letter to colleagues related to the Dutch Supreme Courts ruling, dated July 16, 2007 (incorporated herein by reference to the filing made by Barclays pursuant to Rule 425 on July 16, 2007). | |||
(a)(5)(lvii) | John Varley letter to colleagues related to an update on offer, dated July 16, 2007 (incorporated herein by reference to the filing made by Barclays pursuant to Rule 425 on July 16, 2007). | |||
(a)(5)(lviii) | John Varley letter to colleagues related to an update on offer, dated July 19, 2007 (incorporated herein by reference to the filing made by Barclays pursuant to Rule 425 on July 19, 2007). | |||
(a)(5)(lix) | Bob Diamond letter to colleagues related to growth and half-year results, dated July 23, 2007 (incorporated herein by reference to the filing made by Barclays pursuant to Rule 425 on July 23, 2007). | |||
(a)(5)(lx) | John Varley letter to colleagues related to the proposed ABN AMRO merger and the corporate logo, dated June 21, 2007 (incorporated herein by reference to the filing made by Barclays pursuant to Rule 425 on June 21, 2007). | |||
(a)(5)(lxi) | John Varley letter to colleagues related to the new investors and revised offer, dated July 23, 2007 (incorporated herein by reference to the filing made by Barclays pursuant to Rule 425 on July 23, 2007). | |||
(a)(5)(lxii) | John Varley slide presentation to analysts, dated July 23, 2007 (incorporated herein by reference to the filing made by Barclays pursuant to Rule 425 on July 23, 2007). | |||
(a)(5)(lxiii) | Senior leader talking points, dated July 23, 2007 (incorporated herein by reference to the filing made by Barclays pursuant to Rule 425 on July 23, 2007). | |||
(a)(5)(lxiv) | Press release related to revised offer, dated July 23, 2007 (incorporated herein by reference to the filing made by Barclays pursuant to Rule 425 on July 23, 2007). | |||
(a)(5)(lxv) | Analyst presentation transcript, dated July 23, 2007 (incorporated herein by reference to the filing made by Barclays pursuant to Rule 425 on July 23, 2007). | |||
(a)(5)(lxvi) | Press conference transcript, dated July 23, 2007 (incorporated herein by reference to the filing made by Barclays pursuant to Rule 425 on July 24, 2007). | |||
(a)(5)(lxvii) | Conference call transcript, dated July 23, 2007 (incorporated herein by reference to the filing made by Barclays pursuant to Rule 425 on July 25, 2007). | |||
(a)(5)(lxviii) | Press release related to revised offer, dated July 30, 2007 (incorporated herein by reference to the filing made by Barclays pursuant to Rule 425 on July 30, 2007). | |||
(a)(5)(lxix) | John Varley letter to colleagues related to ABN AMRO recommendation, dated July 31, 2007 (incorporated herein by reference to the filing made by Barclays pursuant to Rule 425 on July 31, 2007). | |||
(a)(5)(lxx) | John Varley letter to colleagues related to interim results, dated August 2, 2007 (incorporated herein by reference to the filing made by Barclays pursuant to Rule 425 on August 2, 2007). | |||
(a)(5)(lxxi) | Analysts conference call transcript dated August 2, 2007 (incorporated herein by reference to the filing made by Barclays pursuant to Rule 425 on August 3, 2007). | |||
(a)(5)(lxxii) | Wires conference call transcript dated August 2, 2007 (incorporated herein by reference to the filing made by Barclays pursuant to Rule 425 on August 3, 2007). | |||
(a)(5)(lxxiii) | Press release announcing commencement of offer, dated August 6, 2007 (incorporated herein by reference to the filing made by Barclays pursuant to Rule 425 on August 6, 2007). | |||
(a)(5)(lxxiv) | Media conference call transcript, dated August 2, 2007 (incorporated herein by reference to the filing made by Barclays pursuant to Rule 425 on August 6, 2007). | |||
(a)(5)(lxxv) | Q&A script for call centres for ABN shareholders (incorporated herein by reference to the filing made by Barclays pursuant to Rule 425 on August 6, 2007). |
(a)(5)(lxxvi) | John Varley letter to colleagues related to interim results, dated August 6, 2007 (incorporated herein by reference to the filing made by Barclays pursuant to Rule 425 on August 6, 2007). | |||
(a)(5)(lxxvii) | Q&A script for call centres for ABN ADS holders (incorporated herein by reference to the filing made by Barclays pursuant to Rule 425 on August 6, 2007). | |||
(b) | Not applicable. | |||
(c) | Not applicable. | |||
(d)(1) | Merger Protocol, dated April 23, 2007, between ABN AMRO Holding N.V. and Barclays PLC, as amended by the Merger Protocol Amendment Letter, dated July 23, 2007, the Merger Protocol Amendment Letter, dated July 30, 2007 and the Letter Agreement, dated August 3, 2007 (incorporated by reference to Exhibit 2.1 of the Form F-4 ). | |||
(d)(2) | Form of Co-operation Agreement between Barclays, Barclays Investments (Netherlands), the Nominee and Barclays (Netherlands)* | |||
(e) | Not applicable. | |||
(f) | Not applicable. | |||
(g) | Not applicable. | |||
(h)(1) | Opinion of Sullivan & Cromwell LLP with respect to material US tax consequences of the transaction (incorporated by reference to Exhibit 8.1 of the Form F-4). | |||
(h)(2) | Opinion of Clifford Chance LLP with respect to material UK and Dutch tax consequences of the transaction (incorporated by reference to Exhibit 8.2 of the Form F-4). |
* | Filed herewith |