Filed by Barclays PLC Pursuant to
Rule 425 under the Securities Act of 1933 and
deemed filed pursuant to Rule 14d-2 under the
Securities Exchange Act of 1934
Subject Companies:
Barclays PLC
(Commission File No. 1-09246)
Barclays Bank PLC
(Commission File No. 1-10257)
ABN AMRO Holding N.V.
(Commission File No. 1-14624)
ABN AMRO Bank N.V.
(Commission File No. 1-14624-05)
Investor Presentation
30th August 2007
Barclays
Investment attractions
Barclays
Barclays and ABN
AMRO
Valuation
1 Track record of delivery on growth and value creation
2 Positioned to take advantage of market opportunity
3 World class investment banking and investment management business
4 Fast growing international businesses
5 Scale in UK and further growth potential
6 Substantial new investors and strategic partnership with CDB
7 ABN AMRO transaction fully consistent with growth strategy with excellent product and geographic fit
8 Strong franchises with significant synergies
9 Barclays management in charge of business delivery
10 Upside potential from CDB partnership
11 Technical share demand following transaction
12 Trading at an attractive valuation
13 Underpinned by dividend yield
2
Barclays
1 Track record of delivery on growth and value creation
Delivering on promises
Higher growth
PBT H1 2007 greater than FY 2003
Profit diversification (a)
20% 50% Non UK
Rising Non NII (b)
45% 60%
UK Retail Banking
CIR: FY04 65% H107 56% – turnaround
Barclays Capital and BGI (c)
37% PBT CAGR – future growth
Barclays Wealth
PBT H1 2007 greater than FY 2005 – engine of growth
Economic profit 10-13% p.a. growth from 2003
2003-06 32% p.a. EP growth
(a) FY 2000 – H1 2007 (b) FY 2003 – H1 2007 (c) H1 2004 – H1 2007
3
Barclays
1 Track record of delivery on growth and value creation
Barclays earnings and dividend growth
Barclays track record of strong earnings and dividend growth and capital discipline continued in 2007 H1 with earnings ahead of forecasts
2004 – 06 EPS CAGR: 19% 2004 – 06 DPS CAGR: 14% 2004 – 06 EP CAGR: 31%
51.0
54.4
24.0
26.6
71.9
31.0
29.1
9.2
36.3
10.5
41.4
11.5
2004 2005 2006 H1 2005 H1 2006 H1 2007
Economic profit (£m)
1,568
1,752
2,704
1,004
1,385
1,609
EPS(P) DPS(S)
EPS(P) DPS(P)
4
Barclays
2 Positioned to take advantage of market opportunity
Globalisation and product trends in the banking industry
A handful of universal banks will share global leadership positions across a range of financial services
Trend of globalisation across many industries
Financial institutions are no exception: investment banking and investment management are being delivered by global providers who are driving consolidation in the industry
Retail and commercial banking is more local and fragmented but has started to consolidate: a handful of banks will develop the brand and capabilities to deliver on a global basis
Developing markets will also become increasingly important as they represent a growing share of global income and wealth
Barclays believes the trend of globalisation will continue and is positioning itself to capture this opportunity
Following existing customers
Capturing new customers in growth markets
Leveraging scale advantages
Universal banks TSR
370 320 270 220 170 120 70
Universal Banks Non Universal banks
1997 1998 1999 2000 2001 2002 2003 2004 2005 2006 2007
Indexed: 1997 = 100
Source: Datastream
5
Barclays
2 Positioned to take advantage of market opportunity
Barclays universal banking strategy
Over the last 6 years Barclays has transformed itself from a UK clearing bank to a diversified global bank
International growth Business diversification
£3.5bn
£7.1bn
£4.1bn
20%
80%
50%
50%
50%
50%
Average 2006 H1 2007 2000-03
Basis of preparation 2003: UK GAAP 2006/07: IFRS
UK PBT Non-UK PBT
£7.1bn 10%
30%
£3.8bn £4.1bn
4% 16% 9% 20% 3%
6% 2% 6% 39% 17% 10%
6% 4% 35% 51% 32%
2003 2006 (1) H1 2007 (1)
UK banking Barclaycard Barclays Wealth IRCB Barclays Capital BGI
(1) Business not directly comparable with those of 2003 – Barclays Wealth included Premier now in UK Banking
6
Barclays
3 World class investment banking and investment management business
Investment Banking and Investment Management Markets are highly fragmented
Provides significant opportunity for growth
Estimated Global Revenue Pools, $bn, 2006
7-10% expected annual growth over next 10 years
280
250
870
340
Investment Asset Wealth Total Revenue Banking Management Management Pool
Investment banking, revenues %
Asset Management, AuM, %
Wealth Management, AuM, %
34 66
24 76
14 86
Barclays
~3% ~6% ~1%
7
Barclays
3 World class investment banking and investment management business
Barclays growth has been industry leading
Investment Banking PBT CAGR (2000-2006)
25% 19%
15%
11%
7% 6% 6% 5% 4% 4%
1%
BarCap GS LB SG DB ML CS BNP UBS Citi JPM
Investment Management PBT CAGR (2000-2006)
39%
23% 21%
11% 10% 9%
7% 5%
-4% -8%
Barclays BlackrockState Mellon UBS Alliance ML CS Citi MS
Street Bernstein
(1) Note: Investment management includes BGI and Barclays Wealth
8
Barclays
3 World class investment banking and investment management business
Barclays Capital
Leading investment bank in risk management and financing
(£m) Net Revenue PBT
31% 32%
CAGR (02-06)
H1 Growth (06 – 07) 23% 33%
6,225
2,087
730
2,582
930
3,412
4,394
1,142
1,431
2 ,216
3,367
1,246
4,143
1,660
2002 2003 2004 2005 2006 H1 06 H1 07
Performance ‘02 ‘03 ‘04 ‘05 ‘06 H1’07
Rankings:
Global all bonds 10 8 3 2 1 1 Global all debt 5 4 4 4 4 4 European all debt 2 3 1 2 1 2
US IG 13 10 10 5 7 5
EUROMONEY
Awards for Excellence
Best Debt House Best
Best at Risk Management
Western Europe
Best Commodities House
July 2007
Sterling Bond House of the
Year for Past 3 years
Euro Bond House of
the Year
December 2006
Inflation Derivatives House of the Year Structured Products House of the Year
January 2007
Barclays
3 World class investment banking and investment management business
Barclays Global Investors
A global leader in asset management
(£m) Net Revenue PBT
32% 61%
CAGR (02-06)
547
107
672
191
893
336
1,318
540
1,665
714
H1 Growth (06 – 07)
12%
7%
943 845
364 388
2002 2003 2004 2005 2006 H1 06 H1 07
#1 League Table Positions Across Products & Geographies
Largest Global institutional asset manager Largest Global Index Manager Largest Global Exchange Traded Fund Manager Largest Foreign Asset Manager of Japanese Funds
Largest European Hedge Fund Manager
PBT and AuM well distributed
iShares 34%
Active 37%
Index 29%
iShares 18%
Active 23%
Index 59%
PBT by product (£388m) AuM by product (US$2,013bn)
10
Barclays
3 World class investment banking and investment management business
Barclays Wealth
Building a platform for growth
(£m) Net Revenue PBT
H1 Growth (06 – 07)
CAGR (04-06)
11% 65%
10% 34%
943
90
1,032
164
1,158
245
577
129
633
173
2004 2005 2006 H1 06 H1 07
INVESTOR global
PAM AWARDS
Private Investor Awards 2006
Best Stockbroker Website
Digital Outlook
Wealth Manager of the Year 2007
Private Asset Managers
UK’s Largest Wealth Manager 2006 & 2007
Best Online
Stockbroker
INVESTORS CHRONICLE INVESTMENT AWARDS 2006
Broker of the Year 2006
11
Barclays
4 Fast growing international businesses
International Retail and Commercial Banking contributed 16% profits in 2006
South Africa
Absa is one of South Africa’s largest financial services organisations Absa represents 10% of Group profit
8.7m retail customers
87,000 corporate customers
812 branches
RoI 17% in Rand in Year 2
GRCB Western Europe
PBT +17% (H1 06-H107) with strong positions in;
Spain - strong growth supported by the realisation of Banco Zaragozano acquisition benefits (RoI 17% in Year 4)
France
Italy
Portugal
GRCB Emerging markets
Established positions in markets with good growth potential;
Africa (largest foreign bank in Africa) Middle East
India – 13,000 cards since launch in May
Barclaycard
Strongly growing international business with 7.6m credit cards in issue across 18 countries
Absa PBT
Rand m
12,000 8,000 4,000
11,417
7,035
32%
6,429 4,879 4,193
2005 2006 H1 07
0
IRCB ex Absa PBT
£ m
250 200 150 100 50 0
195
19%
142 119 (55) (21)
H1 2005 Property FCIB H1 2006 H1 2007 credits Underlying
International branches
1,838 1,613 1,516
830
2004 2005 2006 H 1 07
12
Barclays
5 Scale in UK and further growth potential
UK Banking contributed 35% profits in 2006
Earnings growth has been supported by improved cost efficiency
Barclays UK retail and business banking
High RoE and cash generative business
Strong market positions with 1,810 branches
11.4m current accounts and 151,000 business
banking customers
26% business banking market share
15% current accounts market share
Scope for earnings growth from developing
market positions in underweight areas:
mortgages (6% new lending market share in
H1:07)
long term savings and investments
general insurance (4% market share)
Further upside from continued cost efficiencies
Barclays UK Banking PBT growth
£m
3,000
2,000
1,000
0
2,546 2,236 53%
1,363 50%
48%
55%
50%
45%
40%
2005 2006 H1 07
PBT (£m) Cost:income ratio
Barclays UK Banking RoEC
40% 30% 20% 10% 0%
30% 26% 21%
2005 2006 H1 07
UK Retail Banking cost: income ratio
70% 65% 60% 55% 50%
65%
61%
58%
56%
FY04 FY05 FY06 H1 07
13
Barclays
6 Substantial new investors and strategic partnership with CDB
Temasek and CDB’s £9bn commitment demonstrates strong support for the chosen strategy and execution track record of the Barclays management team
Substantial new investments by CDB and Temasek
£bn CDB Temasek Total
Firm @ £7.20 1.5 1.0 2.5
Conditional @ £7.40 4.3 1.1 5.4
CDB/Temasek investment 5.8 2.1 7.9
Clawed back by Barclays 0.8 0.3 1.1 shareholders
Total new equity 9.0
Largest minority investments in financial institutions
£bn
10 5 0
9.0
7.9
4.9
3.0 2.2 2.0
1.5 0.9 0.5 0.5
CDB/Temasek -Barclays
Alwaleed-Citi
AlSanea-HSBC
Jove-BBVA
Temasek-Stan Chart China-Blackstone
Dubai-DB
Istithmar-Stan Chart
Dubai-HSBC
Source: News reports. Estimated investment sizes shown as at date investment made
14
BARCLAYS
6 Substantial new investors and strategic partnership with CDB
Barclays has created unique access to China through CDB strategic partnership
This ground breaking strategic partnership provides government-sponsored access to China
“This agreement is absolutely brilliant in my view, for both sides. The CDB is huge, and it’s got tremendous spread across the Chinese economy, a spread both of business investment people and a spread across all sectors of the Chinese economy. That’s potentially a great thing for Barclays. There is a real potential synergy. They have to make it work, of course, but I have no doubt that Barclays and CDB will do that.”
Lord George, former Governor of the Bank of England* Sunday Telegraph
CDB China Development Bank
China Development Bank (“CDB”) is one of the five largest financial institutions in China
CDB is controlled by the Government
CDB’s mandate is to support the Chinese government economic policies through financing infrastructure developments, core industries, high technology industries and key national projects
Strategic partnership
CDB commitment to invest up to £5.8bn in Barclays is China’s largest investment to date Represents the first time an international bank has gained significant exposure to China through Chinese investment Exclusive cooperation agreement Barclays will provide training and expertise to CDB CDB to nominate one Barclays board member
* Lord George sits on the international advisory council of CDB
15
BARCLAYS
6 Substantial new investors and strategic partnership with CDB
Identified four specific areas of near-term opportunity
Barclays has identified four opportunities with CDB, all of which are independent of the ABN AMRO transaction proceeding. A combination with ABN AMRO would further enhance these opportunities
1 Asset management
BGI is the world’s largest institutional asset manager and has a strong relationship with the State Administration of Foreign Exchange
BGI will now be one of CDB’s preferred Asset Managers
Strategic partnership will help BGI build further institutional relationships and distribute ETFs throughout China
2 Commodities
Barclays has a top 3 commodities franchise globally and the no. 1 franchise in Europe
China is the dominant factor driving the increase in global commodity demand - it is the no. 1 consumer of industrial metals, no. 2 consumer of oil and equivalent to the US in terms of agricultural product consumption
Barclays is also the leading player in the world in emissions trading, an increasing area of focus both in China and globally
3 Joint business development
CDB has a prime mandate to foster economic development through the provision of financing
This will offer significant opportunity for Barclays Capital’s risk management and financing expertise to work with state-owned corporations, particularly those seeking overseas expansion
4 Africa opportunities
China is one of the largest foreign investors in Africa
Trade flows between Africa and China are significant and growing rapidly
Barclays is the largest foreign owned bank in Africa, with over 1,000 branches
16
BARCLAYS
6 Substantial new investors and strategic partnership with CDB
Temasek’s strong investment track record
Temasek is a commercial investment company that has a high hurdle rate for investments. Their investment in Barclays is consistent with that aim.
Temasek has a specialisation in investing in financial institutions
US$41bn of financial institution investments represent 38% of Temasek’s portfolio
Investments include Standard Chartered, Bank of China, DBS and ICICI
Commitment to Barclays is one of Temasek’s largest individual commitments
Temasek investment track record
27%
18% 18%
33y since inception 3 years 1 year
Source: Temasek
Source: News reports. Estimated investment sizes shown as at date investment made
17
BARCLAYS
7 ABN AMRO transaction fully consistent with growth strategy with excellent product and geographic fit
Global Retail and Commercial Banking: Delivers significantly greater presence
Combination with ABN AMRO will add incremental growth
Creation of a top 4 player in the global retail and commercial banking industry
Enhances growth in global products and segments across enlarged network
Delivers complementary international retail and commercial footprints
Brings strong presence in key European markets and access to high growth markets in Asia and South America
Able to deploy economies of scale where they matter and greater distribution power
Global Retail and Commercial Banking Market Share, %
2.5
share 2
market 1.5
Global 1
%
0.5
Uni- Sant- Sumi- Wells Barc-
BNP RBS JPM BofA HSBC Citi credito ander tomo Fargo ABN
Barclays ABN AMRO
18
BARCLAYS
7 ABN AMRO transaction fully consistent with growth strategy with excellent product and geographic fit
Global Retail and Commercial Banking: Creating a pan-European powerhouse
UK Netherlands Italy Iberia
Position A leading UK Top player in 8th largest bank A leading non-commercial bank commercial banking Strong position in domestic bank
Top 3 3rd largest retail Northern Region retail bank bank
Branches 1,810 643 1,045 623 Retail Customers 14m 6m 1.5m 0.6m Number of Cards 11m 1m 0.6m 0.5m SME Customers 0.8m 0.4m 0.2m 0.1m
19
BARCLAYS
7 ABN AMRO transaction fully consistent with growth strategy with excellent product and geographic fit
Global Retail and Commercial Banking: Strongly positioned to capture growth in developing markets
2006 Group profit split(1)
Developing Markets 23%
2006 PBT Split South Africa 8% Brazil 6% Asia 5% Sub-Saharan Africa 2%
Other developing 2% mkts
Income CAGR(2)
Nominal GDP(4) CAGR
Key Attributes
South Africa Asia Brazil
17% 22%(3) 29%(3)
China: 12.4%
India: 10.3%
10.3% Indonesia: 12.3% 8.2%
Pakistan: 13.2%
Taiwan: 4.7%
Assets: €48.9bn Second largest Assets: €34.6bn
Largest bank by foreign bank in 3rd largest loans Pakistan privately-owned
28 branches in bank India
812 branches 37 branches in 2,100 branches
8.7m customers Taiwan 12m customers
(1) Based on 2006 PBT excluding head office costs and disposal
(2) Source: company annual reports; Brazil/South Africa 2003-2006; Asia 2004-2006; Brazil, Asia in euros; South Africa in rand (3) Figures based on full geography not limited to retail and commercial banking
(4) In local currency, source: International Monetary Fund 2006-2008
20
BARCLAYS
7 ABN AMRO transaction fully consistent with growth strategy with excellent product and geographic fit
Global Retail and Commercial Banking: Opportunity for faster growth in global products and segments
Commercial Retail
Mass Affluent
• Merge Premier and Van Gogh Preferred Banking propositions into unified global brand
• Offer leading products to rapidly growing attractive client segment
• Expand distribution through enlarged network
Credit Cards
• Barclays is a leading international card issuer
• Enlarged customer base and network offer substantial growth opportunities
• Improved cost and revenue per card performance is expected to result
Trade Finance & Cash Management
• ABN AMRO infrastructure is market-leading
• Barclays offers substantial network extension and strong client relationships
• Ability to capture trade finance flows between key global hubs including:
- EU and Asia; Iberia and Brazil; Asia and South Africa
• Significant opportunity to grow Barclays share in UK Business Banking trade finance market
Mid-market
• Deliver complete range of products and services to the global SME segment, including FX derivatives and other investment banking products
• Exploit the ability to expand global merchant acquiring network
• Cross-sell wealth management products to SME owners and managers
21
BARCLAYS
7 ABN AMRO transaction fully consistent with growth strategy with excellent product and geographic fit
Investment Banking: Barclays Capital will be strengthened
Combination with ABN AMRO will add incremental growth
• Creation of a top 5 player in investment banking revenues
• Considerably enhances product offering
• Extensively broadens geographical footprint
• Leverages ABN AMRO’s middle market strength
• Benefits from ABN AMRO’s niche capabilities in M&A, equities and UK Corporate Broking
• Crystallises significant synergies
2006 pro forma Investment Banking Income, €bn
24.9
19.2 17.2 16.5 15.1 15.3 14.6 13.8
6.1
9.2
UBS JPM ML Total (Pre- DB MS Citi GS synergies)
Barclays ABN AMRO
22
BARCLAYS
7 ABN AMRO transaction fully consistent with growth strategy with excellent product and geographic fit
Investment Banking: The combined entity provides broader and deeper product capability
Extended product capabilities
Barclays Capital Income
Asset Class ABN AMRO delivers
03-06 CAGR(1)
• Strong structured credit European franchise
Credit 19% • Specific strengths in synthetic products and securitisation
• Combined business #1 in International Bonds and #2 in Global All Debt
• Strong structured retail products Equities 33% • Extensive European warrants franchise
• Attractive Asian footprint
• Solid ECM capabilities
• Strong energy and power advisory capability in Russia, Eastern Europe, Commodities 98% Latin America and India
• Leading Metals and Mining franchise, esp. in Latin America and Australia
• Strong sales capability
FX 24% • Extensive franchise footprint, particularly in Continental Europe, Asia and Latin America
• Leverage Barclays BARX trading platform
• Combined business leading global FX player
Private Equity 58% • Complementary European middle market business with strong track record and reputation
(1) Barclays Investor Presentation – Spring 2007
23
BARCLAYS
7 ABN AMRO transaction fully consistent with growth strategy with excellent product and geographic fit
Investment Banking: The combined entity also delivers a significantly stronger geographical presence
Broader geographical footprint
Barclays Capital
Geography Income ABN AMRO delivers
03-06 CAGR(1)
• Number one position in the Netherlands
Continental • Strong corporate footprint in Italy, Belgium, Germany, France,
20%+
Europe Nordic regions and Eastern Europe
• Significant mid-market franchise across continental Europe
• Extensive corporate/mid-market footprint in Latin America, Americas 30%+ particularly Brazil
• Established offices in strategic locations
• Strong corporate/mid-market footprint in China, India and Pakistan
Asia Pacific 30%+
• Banking licenses in Indonesia, Pakistan, Philippines, Thailand, Vietnam, Australia, New Zealand and South Korea
(1) Barclays Investor Presentation – Spring 2007
24
BARCLAYS
7 ABN AMRO transaction fully consistent with growth strategy with excellent product and geographic fit
Investment Management – Asset management: The business will benefit from BGI growth enhanced by ABN AMRO distribution capabilities
Significant opportunity to distribute BGI’s world class products and services through ABN’s extensive distribution
Combined business delivers
• An extensive distribution network to deliver Barclays world class products and services:
– Target ABN AMRO retail network with Exchange Traded Funds
– Target ABN AMRO institutional client base
• Considerable upside in Continental Europe given that it represents 3% of Barclays AuMs
• ABN AMRO offers capability in alternative and fundamental strategies:
– Broad range of high margin products
– Well diversified client base
Barclays Global Investors
PBT (€m) Revenue (€m) 2,442 CAGR
1,933 ‘02 – ‘06 1,310 1,047 61% 986 792 802 493 CAGR
280
157 ‘02 – ‘06
32%
2002 2003 2004 2005 2006
ABN AMRO Asset Management
PBT (€m) Revenue (€m) CAGR
828
712 ‘02 – ‘06
594
529 496 29% 300 211 CAGR
108 151
100 ‘02 – ‘06
12%
2002 2003 2004 2005 2006
25
BARCLAYS
7 ABN AMRO transaction fully consistent with growth strategy with excellent product and geographic fit
Investment Management – Wealth management: The combination creates a global wealth management
The combined entity will have a dominant pan-European presence
Funds under management ($bn)
200 400 600 800 1,000 1,200 1,400 1,600 1,800 0
Merrill L
UBS Citi
Wachovia
Credit S
MS JP M
Combined 370
HSBC
Deutsche compelling franchise
Goldman Sachs
ABN AMRO 187 Top 10 global Wealth Manager with
Barclays 183
• No. 8 globally by assets under management
• Complementary geographic footprint delivers a compelling combined franchise
• Combined access to growth markets:
– Creating a $20bn Asian business
– Access to the Latam markets
• Very clear wealth management brand and proposition
• Focus on cross-sell with Asset Management and Investment Banking
Leading European Coverage
Barclays ABN AMRO Both
• Leading ABN AMRO positions in the Netherlands with strong footprints in France, Germany and Belgium
• Leading Barclays position in UK (the largest European Wealth market) and strong footprints in Spain, Portugal and in offshore markets
Source: Bear Stearns report on ‘The Wealth Management Industry’ (April 2006) and company results announcement and releases
26
BARCLAYS
8 Strong franchises with significant synergies
ABN AMRO franchises are strong, but underperforming
ABN AMRO has exhibited good revenue growth but this has not translated into earnings growth
• ABN AMRO has attractive franchises:
• strong market positions in the Netherlands, Brazil and Italy
• world-class cash management and trade payment platform
• underperforming investment banking business
• Extensive distribution (operations in over 50 countries) has lacked competitive products and scale
• ABN AMRO distribution network has intrinsic value which Barclays can realise but the Consortium will lose
• ABN AMRO has had static EPS despite growing revenues and efficiency has been poor compared to Barclays
ABN AMRO EPS
3.0 2.43 2.50 2.33
2.5 2.0
€ 1.5 1.17
1.0 0.5 0.0
2004 2005 2006 2007 H1
Cost:income ratio
90%
81%
80% 75%
73% 72%
70%
61% 61% 59%
58%
60%
50%
2004 2005 2006 2007 H1
ABN AMRO Barclays
Source: ABN AMRO
27
BARCLAYS
8 Strong franchises with significant synergies
The transaction delivers material synergies for shareholders
Transaction will result in higher growth and higher earnings than standalone
Estimated Total Synergies by Business (1,2) (€m)
150 200 3,500 1,350 50 100 200 700 500
1,800
850 150
2,800 1,650
GRCB Investment Investment Corporate Total Banking Mgmt Centre
As % of Cost 59% 30% 4% 7% 100% total synergies Net revenue 22% 71% 7% 0% 100%
• Total Cost synergies represent 8.7% of 2006 combined cost base
• Total Revenue synergies represent 1.4% of 2006 combined revenue base
(1) Profit before tax impact
(2) Fully phased
Note: All synergies exclude LaSalle Bank
• Conservative synergy estimates based on:
• detailed bottom-up analysis
• joint working teams
• joint sign off
• external review and challenge
• GRCB synergies represent ~50% of total, with a further ~40% arising from Investment Banking
• Transaction synergies contribute to 5% Barclays earnings accretion in 2010
• No incremental earnings arising from CDB strategic partnership included
• Synergies benchmark well against other transactions (including Consortium)
28
BARCLAYS
8 Strong franchises with significant synergies
The transaction will create value for Barclays shareholders
Transaction will result in an uplift in value for Barclays shareholders on announced synergies alone
160,000 26,250 140,000
3,356(15,000) 51,412
120,000
57,593
100,000 Estimated millions
41% €6.7bn value
80,000 138,866
creation for 60,000 Barclays existing € shareholders (f)
40,000 72,848 81,273
20,000 BARC
59%
0
Barclays value ABN AMRO La Salle NPV of post-tax Non-equity cash Post-deal value Post-deal share (20 Apr 07, value (16 Mar proceeds synergies (10x in transaction of Barclays - of combined (e) 750p) (a) 07, €27.29) (b) retained (c) post-tax ABN AMRO synergies) (d)
(a) Barclays share price day prior to offer announcement
(b) ABN AMRO share price day prior to Barclays-ABN AMRO leak announcement
(c)La Salle sale proceeds less La Salle component of cash consideration in Revised Offer
(d) Equivalent to a 10x capitalisation of post-tax synergies
(e) Includes clawback placing. Unconditional placing to CDB and Temasek and share buyback are assumed to offset each other and are not included. Barclays share includes approximately 3% which would transfer to CDB and Temasek as a result of unconditional investments prior to completion
(f) Value creation net of €1.7bn investment by Barclays shareholders in clawback placing.
29
BARCLAYS
9 Barclays management in charge of business delivery
Barclays management team to take the key roles in executing the strategy
Barclays management will be in charge of the enlarged group and have a good track record of delivery
Barclays-ABN AMRO Executive Committee
John Varley Chief Executive Robert E. Diamond, Jr.
President Frits Seegers CEO GRCB Chris Lucas Group Finance Director Ron Teerlink Chief Operating Officer of GRCB
Piero Overmars
CEO Continental Europe and Asia, GRCB
Paul Idzik
Group Chief Operating Officer Huibert Boumeester Group Chief Administrative Officer
Execution: Established Barclays management team have a track record of delivery
Organic growth: Barclays Capital, BGI revenue and profit growth ahead of peers
Inorganic delivery: Absa and Zaragozano recent examples of successful cross-border acquisitions
30
BARCLAYS
10 Upside potential from CDB partnership
Further upside from CDB partnership
ABN AMRO’s cash management platform is ideally placed to service fast growing Chinese corporates
ABN AMRO Cash Management and Trade Finance platform
ABN AMRO has one of the world’s leading transaction banking platforms offering payment and trade finance solutions
One of CDB’s mandates is to work with Chinese companies around the world
The enlarged group’s global franchise will be well placed to capture both sides of Chinese trade flows as a result of the CDB partnership
Strong Chinese trade growth
US$bn
1,500
1,000
500
0
413
435
561
593
662
762
791
969
Imports Exports
Source: WTO
4 year CAGR: 21-31%
2003 2004 2005 2006
31
BARCLAYS
11 Technical share demand following transaction
Strong index demand arising from re-weighting of the combined group
The enlarged Barclays will receive 100% weighting in the FTSE
Expected to be the sixth largest constituent of the FTSE 100 and tenth largest constituent of the MSCI Europe Index
Significant demand from index investors is expected, with an estimated £7bn of net index demand
Barclays stock will be one of the most liquid equities in the world
Over 50 million Barclays shares trade on average each day (£350m)
Barclays announced a share buyback of up to £2.4bn
FTSE 100 index
Royal Dutch Shell
HSBC
BP Vodafone GlaxoSmithKline Barclays/ABN AMRO
RBS Barclays Anglo American Astrazeneca
0 20 40 60 80 100 120 140 £bn
Source: Datastream, 29 August 2007
32
BARCLAYS
12 Trading at an attractive valuation
Barclays is trading at a historically low P/E ratio
Current price targets
Sanford Bernstein Aug 07 1,010
NCB Aug 07 880
ABN AMRO Jun 07 850
S&P Jul 07 840
JP Morgan Aug 07 800
KBW Aug 07 750
HSBC Aug 07 700
Panmure Gordon Jul 07 696
West LB Aug 07 680
Average 801p
Restricted targets
ML Feb 07 930
UBS Apr 07 900
DB Feb 07 890
Lehman Apr 07 857
CS Feb 07 857
Citigroup Mar 07 680
Average 811p
Price/earnings ratio
Target prices
11.0x
10.0x
9.0x
8.0x
7.0x
7.5x
811p
801p
850 800 750 700 650 600 550 500 450 400
Aug-03
Mar-04
Oct-04
Apr-05
Nov-05
May-06
Dec-06
Jun-07
2yr forw ard P/E: 1m rolling average
Barclays share price
Source: Datastream, Bloomberg (for target prices), 29 August 2007
Pence
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BARCLAYS
12 Trading at an attractive valuation
Barclays currently trades at a material discount to its peers despite higher growth
16.0%
12.7%
5.7%
4.7%
7.4x
9.1x
EP S C A GR ‘05 - ‘07
2007E D ividend yield
2008E P / E
Barclays Peer median
Note: Selected peers include BBVA, BNP Paribas, Citigroup, HBOS, HSBC, JP Morgan, Lloyds TSB, UBS and Deutsche Bank Source: Bloomberg (29 August 2007), Company reports
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BARCLAYS
13 Underpinned by dividend yield
Barclays share price is supported by its dividend yield
Barclays has over 2x dividend cover and is committed to a progressive dividend policy. Historically, a 5% dividend yield has acted as a support level to Barclays share price
Dividend yield, %
3.0% 3.5% 4.0% 4.5% 5.0% 5.5% 6.0% 6.5%
Aug-03 Mar-04 Oct-04 Apr-05 Nov-05 May-06 Dec-06 Jun-07
850 800 750 700 650 600 550 500 450 400
pence
1yr forward dividend yield Barclays share price
Source: Datastream, 29 August 2007
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BARCLAYS
Appendix
2007 Interim results
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BARCLAYS
Growing returns
Profit before tax
EpS
Dividend
Indexed: H1 2003 = 100
+109%
+94%
+63%
H1 2003 H1 2004 H1 2005 H1 2006 H1 2007
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BARCLAYS
Another strong first half
Half year ended - June 2006 2007
£m £m% change
Income 10,969 11,902 +9%
Operating expenses(6,269)(6,847) +9%
Impairment charges(1,057)(959) -9%
Profit before tax 3,673 4,101 +12%
Earnings per share 36.3p 41.4p +14%
Dividend per share 10.5p 11.5p +10%
Return on equity 26% 26%
Economic profit 1,385 1,609 +16%
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BARCLAYS
Divisional performance
Profit before tax - half year ended June 2006 2007% change
£m £m
UK Banking 1,253 1,363 +9%
- UK Retail Banking 600 651 +9%
- UK Business Banking 653 712 +9%
Barclaycard 326 272 -17% IRCB 512 452 -12%
Barclays Capital 1,246 1,660 +33%
Barclays Global Investors 364 388 +7%
Barclays Wealth 129 173 +34%
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BARCLAYS
Disclaimer
SEC Filings and this Filing: 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 availability of the Barclays 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”). Accordingly, copies of documentation relating to the Barclays Offer (“Offer Documentation”) are not being, and must not be, mailed or otherwise distributed or sent in, into or from any such Restricted Jurisdiction into which the same would be unlawful. Persons receiving such documents (including, without limitation, custodians, nominees and trustees) should inform themselves about and observe any applicable requirements.
In connection with the proposed business combination transaction between ABN AMRO Holding N.V. (“ABN AMRO”) and Barclays PLC (“Barclays”), Barclays has filed with the U.S. Securities and Exchange Commission (“SEC”) a Registration Statement on Form F-4 (“Form F-4”), which includes the Barclays offer document/prospectus. Barclays has also filed with the SEC a Statement on Schedule TO and 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. Barclays intends to mail the final US Offer Document to holders of ABN AMRO ordinary shares located in the United States and Canada and to holders of ABN AMRO ADSs wherever located.
INVESTORS ARE URGED TO READ THE FINAL OFFER DOCUMENT/PROSPECTUS AND ANY DOCUMENTS REGARDING THE POTENTIAL TRANSACTION IF AND WHEN THEY BECOME AVAILABLE, BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION.
Investors can obtain a free copy of the Form F-4, the US Offer Document and other filings without charge, at the SEC’s 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 ABN AMRO’s and 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 herein speak only as of the date they are made. Barclays does 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.
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.
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