• enable Barclays to strengthen its capital base and operate capital ratios that are ahead of its targets;
• provide additional financial resources to allow Barclays to capture opportunities for growth;
• introduce new investors Qatar Investment Authority, Challenger (a company representing the beneficial interests of His Excellency Sheikh Hamad Bin Jassim Bin Jabr Al-Thani, the chairman of Qatar Holding, and his family) and Sumitomo Mitsui Banking Corporation ("SMBC") to Barclays share register and further Barclays existing relationships with a number of its largest Shareholders, including China Development Bank and Temasek Holdings ("Temasek"); and
• provide the opportunity for existing Shareholders to participate through the Open Offer.
The Share Issue will enable Barclays to run capital ratios ahead of its long-standing targets of 7.25% tier one and 5.25% equity tier one. The Board estimates that, taking into account the proceeds of the Share Issue, on a pro forma basis Barclays would have reported a tier one ratio of 8.8% and an equity tier one ratio of 6.3% as at 31 December 2007 (on a Basel II basis).
As announced on 16 June 2008, Group profit before tax in May was well ahead of the monthly run rate for 2007. Relative to May 2007, Global Retail and Commercial Banking continued to deliver strong growth in profits and in Investment Banking and Investment Management profits were in line. The Board currently intends, in the absence of unforeseen circumstances, to continue the payment of dividends in cash and at the dividend per Ordinary Share levels declared in respect of 2007, until such time as dividends are more than twice covered by earnings.
The Board expects to maintain the 2008 interim dividend at 11.5 pence per Ordinary Share.
Highlights of the Share Issue
Key highlights of the Share Issue include:
• approximately £0.5bn raised through a Firm Placing of 169 million New Ordinary Shares at 296 pence per New Ordinary Share, a discount of 4.7% to Barclays Closing Price on 24 June 2008
• approximately £4.0bn raised through a Placing and Open Offer of 1,407 million New Ordinary Shares at 282 pence per New Ordinary Share, a discount of 9.3% to Barclays Closing Price on 24 June 2008
• the Open Offer Shares are available for clawback in full by existing Shareholders, who are being offered the opportunity to subscribe for up to a maximum of their pro rata entitlement on the basis of:
3 Open Offer Shares for every 14 Existing Ordinary Shares
Investors
Qatar Investment Authority and Challenger have agreed to invest up to £1,764m and £533m, respectively, as Conditional Placees in the Placing and Open Offer.
SMBC has agreed to invest approximately £500m in Firm Placed Shares.
China Development Bank has agreed to invest up to £136m in the Placing and Open Offer, both as a Conditional Placee and by way of an undertaking to subscribe for its Open Offer Entitlement in full.
Temasek has agreed to invest up to £200m as a Conditional Placee in the Placing and Open Offer. Their participation in the Share Issue will ensure that China Development Bank and Temasek remain amongst Barclays largest Shareholders.
A number of leading institutional shareholders and other investors have also agreed to invest up to £1,336m in aggregate as Conditional Placees in the Placing and Open Offer.
John Varley, Group Chief Executive of Barclays, said: "Through our capital raising today we strengthen our capital base and give ourselves additional resources to pursue our strategy of growth through earnings diversification. We position ourselves to capture opportunities for new business at attractive margins in our retail and commercial banking businesses and in investment banking and investment management. Our
ability to capture the opportunities is reinforced by the new and strengthened relationships we have announced today.
"We are pleased to structure our share issue in such a way as to welcome Qatar Investment Authority, the chairman of Qatar Holding and Sumitomo Mitsui Banking Corporation as significant new shareholders in Barclays and also to give existing shareholders the ability to participate."
"We draw strength from the continued resilience of our trading performance, with profits in May well ahead of the monthly run rate of last year. Accordingly, we intend to maintain our interim dividend for 2008 at the prior year level of 11.5 pence in cash and our dividend policy remains unchanged."
Roger Jenkins, Executive Chairman of Barclays Investment Banking and Investment Management, Middle East, said: "We are delighted to welcome the QIA as significant new shareholders in Barclays. The Barclays Board believes that this is an endorsement of its strategy and vision by a well respected global strategic investor. We are also very pleased at the prospect of deepening our business relationship."
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