As filed with the Securities and Exchange Commission on June 25, 2008

Registration No. 333-            

 

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

 

 

Form F-3

 

 

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

 

 

Barclays PLC

(Exact name of registrant as specified in its charter)

 

 

 

 

1 Churchill Place

London E14 5HP

United Kingdom

Tel. No.: 011-44-20-7116-1000

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

 

 

 

 

James Walker

Barclays Bank PLC

200 Park Avenue

New York, New York 10166

United States of America

Tel. No.: 1-212-412-4000

(Name, address, including zip code, and telephone number, including area code, of agent for service)

 

 

 

 

Copies to:

 

George H. White

Sullivan & Cromwell LLP

1 New Fetter Lane

London EC4A 1AN

United Kingdom

Tel. No.: 011-44-20-7959-8900

 

 

 

 

Approximate date of commencement of proposed sale to the public:  As soon as practicable after the effective date of the Registration Statement.

 

 

 

 

If the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the following box. o

 

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, please check the following box. þ

 

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. o

 

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. o

 

If this Form is a registration statement pursuant to General Instruction I.C. or a post-effective amendment thereto that shall become effective upon filing with the Commission pursuant to Rule 462(e) under the Securities Act, check the following box. þ

 

If this Form is a post-effective amendment to a registration statement filed pursuant to General Instruction I.C. filed to register additional securities or additional classes of securities pursuant to Rule 413(b) under the Securities Act, check the following box. o

 

 

CALCULATION OF REGISTRATION FEE

 

 

 

Barclays PLC

 

Open Offer of up to 266,000,000 New Ordinary Shares, in the form of New Ordinary Shares
or New American Depositary Shares
282 pence per New Ordinary Share
$22.23 per New American Depositary Share (Estimated)

We, Barclays PLC, a public limited company organized under the laws of England (“Barclays”), are hereby offering to holders of Barclays ordinary shares, nominal value 25p (“ordinary shares”), the ability to subscribe for new ordinary shares (“new ordinary shares”) and, through The Bank of New York, our depositary and subscription agent, to holders of Barclays American Depositary Shares (“ADSs”) the ability to subscribe for new ADSs (“new ADSs”), representing new ordinary shares, pursuant to an open offer (the “open offer”).

 

1,407,426,864 new ordinary shares are to be issued globally pursuant to the open offer, including up to 266,000,000 new ordinary shares in the form of ordinary shares or ADSs being offered, sold or issued in the United States. Separate offering documentation is being made available to holders of existing ordinary shares located in the United Kingdom and other qualifying jurisdictions outside the United States.

 

Open offer for ordinary shares.  Holders of ordinary shares held of record at the close of business, London time, on June 24, 2008 are being given the opportunity to subscribe for 3 new ordinary shares for every 14 outstanding ordinary shares that they hold at a subscription price of 282 pence per new ordinary share up to a maximum of their pro rata entitlement. Subscriptions will only be accepted for whole new ordinary shares, and any fractional entitlement under the open offer will be rounded down to the nearest whole number of new ordinary shares.

 

The subscription price of 282 pence per new ordinary share under the open offer represents a discount of 9.3% to the June 24, 2008 closing price of 310.75 pence per ordinary share on the London Stock Exchange. The new ordinary shares, when issued and fully paid, will be fully fungible and rank pari passu with each other and all other issued ordinary shares of Barclays.

 

Completed ordinary share subscription forms and payment should be returned so as to be received by Equiniti Limited, the ordinary share registrar of Barclays, by no later than 11:00 a.m., London time, on July 17, 2008. See “Description of the Offering—Subscription by Holders of Ordinary Shares”.

 

Open offer for ADSs.  Holders of ADSs held of record at 5:00 p.m., New York City time, on July 2, 2008 are being given the opportunity to subscribe for 3 new ADSs for every 14 outstanding ADSs that they hold at an estimated subscription price of $22.23 per new ADS up to a maximum of their pro rata entitlement. To subscribe for new ADSs, a holder of existing ADSs must deposit with The Bank of New York, the ADS subscription agent, $24.45 per new ADS so subscribed, which represents 110% of the estimated ADS subscription price, to account for possible exchange rate fluctuations, foreign currency conversion expenses, the depositary’s issuance fee of $0.02 per new ADS and the applicable 1.5% U.K. stamp duty reserve tax (“SDRT”). As each ADS represents four ordinary shares, the estimated subscription price per ADS is four times the U.S. dollar equivalent of the ordinary share subscription price using an exchange rate of $1.9707 per pound sterling (the Federal Reserve Bank of New York’s noon buying rate of June 24, 2008). The actual U.S. dollar subscription price per ADS will be four times the ordinary share subscription price of 282 pence per new ordinary share translated into U.S. dollars on or about July 15, 2008. If the actual U.S. dollar subscription price plus foreign currency conversion expenses, the issuance fee and the SDRT is less than the deposit amount, the ADS subscription agent will refund the excess amount to the subscribing ADS holder. Subscriptions will only be accepted for whole new ADSs, and any fractional entitlement under the open offer will be rounded down to the nearest whole number of new ADSs. If there is a deficiency, the ADS subscription agent will not deliver the new ADSs to such subscribing ADS holder until it has received payment of the deficiency. The ADS subscription agent may sell a portion of your new ADSs to cover the deficiency if not paid within 14 calendar days from notice of the deficiency.

 

The estimated subscription price of $22.23 per new ADS represents a discount of 10.0% to the June 24, 2008 closing price of $24.70 per ADS on the New York Stock Exchange. The new ADSs will be fully fungible and rank pari passu with each other and all other issued ADSs.

 

Completed ADS subscription forms and payment should be returned so as to be received by The Bank of New York, the ADS subscription agent, by no later than 11:00 a.m., New York City time, on July 14, 2008. See “Description of the Offering — Subscription by Holders of ADSs”.

 

Firm placing and conditional placing outside the United States.  In conjunction with the open offer, we are also conducting a firm placing of 168,918,918 new ordinary shares of Barclays to an investor outside the United States at a price of 296 pence per ordinary share (the “firm placing”). In addition, certain investors outside the United States have severally committed to purchase the ordinary shares that are not subscribed for in the open offer (the “conditional placing”) at the open offer price of 282 pence per share against commissions specified herein. See “Plan of Distribution”.

 

The open offer is not a rights offering. No rights will be issued in connection with the offering, and your entitlement to subscribe for new ordinary shares or new ADSs is not transferable or tradeable, except for bona fide market claims in respect of new ordinary shares. If you do not exercise your entitlement to subscribe for new ordinary shares by July 17, 2008 or for new ADSs by July 14, 2008, as applicable, your entitlement will expire and you will not receive any benefit from the sale of new ordinary shares or new ADSs which were not subscribed for. Entitlements for new ordinary shares not subscribed for will not be sold in the market, but will be issued to certain investors who have agreed to subscribe for new ordinary shares pursuant to the conditional placing. The open offer is conditional on admission of the new ordinary shares to the official list of the United Kingdom Listing Authority and to trading on the London Stock Exchange.

 

Outstanding ordinary shares are listed on the London Stock Exchange under the symbol “BARC” and on the Tokyo Stock Exchange under the symbol “BARC” (although Barclays has given notice to delist its shares from the Tokyo Stock Exchange, which is expected to become effective on or around June 28, 2008). Outstanding ADSs are listed on the New York Stock Exchange under the symbol “BCS”.

 

We will apply to have the new ordinary shares admitted to listing on the official list of the U.K. Listing Authority and to trading on the London Stock Exchange and the new ADSs listed on the New York Stock Exchange. We expect the listings to become effective on July 22, 2008. The first trading day for the new ordinary shares is scheduled to be on July 22, 2008.

 

The gross proceeds from the firm placing and the placing and open offer, if conducted as planned, will be approximately £4.5 billion. We expect that our expenses in connection with the firm placing and the placing and open offer, if conducted as planned, will be approximately 0.1 billion (inclusive of VAT) and that, as a result, the net proceeds to us will be approximately £4.4 billion. See “Plan of Distribution”.

 

An investment in the new ordinary shares and the new ADSs entails risks. See “Risk Factors” beginning on page 16.

 

 

Neither the Securities and Exchange Commission (“SEC”) nor any state securities commission or other regulatory body has approved or disapproved of these securities or passed upon the adequacy or accuracy of this prospectus. Any representation to the contrary is a criminal offense.

 

The ordinary shares are not deposit liabilities of Barclays PLC or Barclays Bank PLC and will not be insured by the United States Federal Deposit Insurance Corporation or any other governmental agency of the United States, the United Kingdom or any other jurisdiction.

 

 

Prospectus dated June 25, 2008

 

TABLE OF CONTENTS

 

 

This prospectus and certain documents incorporated by reference herein contain forward-looking statements within the meaning of Section 21E of the U.S. Securities Exchange Act of 1934, as amended, and Section 27A of the U.S. Securities Act of 1933, as amended, with respect to certain of our plans and our current goals and expectations relating to our future financial condition and performance. 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 Group’s future financial position, income growth, impairment charges, business strategy, projected levels of growth in the banking and financial markets, projected costs, estimates of capital expenditures, and plans and objectives for future operations.

 

By their nature, forward-looking statements involve risk and uncertainty because they relate to future events and circumstances, including, but not limited to, U.K. domestic and global economic and business conditions, the effects of continued volatility in credit markets and of further write-downs and credit exposures, market related risks such as changes in interest rates and exchange rates, the policies and actions of governmental and regulatory authorities including classification of financial instruments for regulatory capital purposes, changes in legislation, the further development of standards and interpretations under IFRS applicable to past, current and future periods, evolving practices with regard to the interpretation and application of standards under IFRS, the outcome of pending and future litigation, the success of future acquisitions and other strategic transactions and the impact of competition — a number of which factors are beyond the Group’s control. As a result, the Group’s actual future results may differ materially from the plans, goals, and expectations set forth in the Group’s forward-looking statements. Additional risks and factors are identified in our filings with the U.S. Securities and Exchange Commission (the “SEC”) including in our Annual Report on Form 20-F for the fiscal year ended December 31, 2007 (the “2007 Form 20-F”), which is available on the SEC’s website at http://www.sec.gov. Any forward-looking statements made by or on our behalf speak only as of the date they are made. We do not undertake to update forward-looking statements to reflect any changes in expectations with regard thereto or any changes in events, conditions or circumstances on which any such statement is based. The reader should, however, consult any additional disclosures that we have made or may make in documents we have filed or may file with the SEC.

 

The SEC allows us to “incorporate by reference” the information we file with them, which means we can disclose important information to you by referring you to those documents. The most recent information that we file with the SEC automatically updates and supersedes earlier information.

 

We have filed with the SEC a registration statement on Form F-3 relating to the securities covered by this prospectus. This prospectus is a part of the registration statement and does not contain all the information in the registration statement. Whenever a reference is made in this prospectus to a contract or other document of the company, the reference is only a summary and you should refer to the exhibits that are a part of the registration statement for a copy of the contract or other document. You may review a copy of the registration statement at the SEC’s public reference room in Washington, D.C., as well as through the SEC’s internet site, as discussed below.

 

We filed our 2007 Form 20-F with the SEC on March 26, 2008. We are incorporating the 2007 Form 20-F by reference into this prospectus. We are further incorporating by reference our Current Reports on Form 6-K filed with the SEC on May 15, 2008, June 16, 2008 and June 25, 2008.

 

In addition, we will incorporate by reference into this prospectus all documents that we file with the SEC under Section 13(a), 13(c), 14 or 15(d) of the Exchange Act and, to the extent, if any, we designate therein, reports on Form 6-K we furnish to the SEC after the date of this prospectus and prior to the termination or expiry of any offering contemplated in this prospectus.

We will provide to you, upon your written or oral request, without charge, a copy of any or all of the documents we referred to above which we have incorporated in this prospectus by reference. You should direct your requests to Mellon Investor Services LLC in writing to 480 Washington Blvd, Jersey City, New Jersey 07310, or by calling toll-free from the United States or Canada at 1-877-282-6527 or calling collect from outside the United States or Canada at 1-201-680-6579.

 

You may read and copy any document that we file with or furnish to the SEC at the SEC’s public reference room at 100 F Street, N.E., Washington, D.C. 20549. You may obtain information on the operation of the public reference room by calling the SEC at 1-800-SEC-0330. The SEC maintains an internet site that contains reports and other information regarding issuers that file electronically with the SEC at http://www.sec.gov.

 

In this prospectus, references to “Barclays” and the “Company” refer to Barclays PLC. References to “we”, “our” and “us” refer to Barclays PLC or, if the context so requires, also to Barclays PLC and its consolidated subsidiaries. References to the “Group” or the “Barclays Group” refer to Barclays PLC and its consolidated subsidiaries. References to “Barclays Bank” refer to Barclays Bank PLC.

 

References to “Challenger” refer to Challenger Universal Limited, 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; “China Development Bank” refers to China Development Bank; “Qatar Investment Authority” refers to Qatar Investment Authority and “Qatar Holding” refers to Qatar Holding LLC, a wholly-owned subsidiary of Qatar Investment Authority; “Sumitomo Mitsui Banking Corporation” or “SMBC” refers to Sumitomo Mitsui Banking Corporation, a wholly-owned subsidiary of Sumitomo Mitsui Financial Group, Inc.; and “Temasek” refers to Temasek Holdings (Private) Limited.

 

We publish our consolidated financial statements in U.K. pounds sterling. References to “pounds”, “sterling”, “£”, “pence” and “p” are to the currency of the United Kingdom. Some of the financial data in this prospectus is also presented in U.S. dollars. References to “U.S. dollars”, “dollars” or “$” are to the currency of the United States.

 

In this prospectus, the conditional placing and the open offer are referred to together as “the placing and open offer”, and the firm placing, conditional placing and open offer are referred collectively to as “the firm placing and the placing and open offer.”

 

SUMMARY

	•	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 our largest shareholders, including China Development Bank and Temasek; and
	•	provide the opportunity for existing shareholders and ADS holders to participate through the open offer.

Consolidated Income Statement Summary
for the Years Ended December 31,		2007				2006				2005				2004
		£m				£m				£m				£m(1)
Net interest income			9,610				9,143				8,075				6,833
Net fee and commission income			7,708				7,177				5,705				4,847
Principal transactions			4,975				4,576				3,179				2,514
Net premiums from insurance contracts			1,011				1,060				872				1,042
Other income			188				214				147				131
Total income			23,492				22,170				17,978				15,367
Net claims and benefits incurred on insurance contracts			(492	)			(575	)			(645	)			(1,259	)
Total income net of insurance claims			23,000				21,595				17,333				14,108
Impairment charges and other credit provisions			(2,795	)			(2,154	)			(1,571	)			(1,093	)
Net income			20,205				19,441				15,762				13,015
Operating expenses			(13,199	)			(12,674	)			(10,527	)			(8,536	)
Share of post-tax results of associates and joints ventures			42				46				45				56
Profit before business disposals			7,048				6,813				5,280				4,535
Profit on disposal of subsidiaries, associates and joint ventures			28				323				—				45
Profit before tax			7,076				7,136				5,280				4,580
Tax			(1,981	)			(1,941	)			(1,439	)			(1,279	)
Profit after tax			5,095				5,195				3,841				3,301
Profit attributable to minority interests			678				624				394				47
Profit attributable to equity holders of the parent			4,417				4,571				3,447				3,254
			5,095				5,195				3,841				3,301
Selected financial statistics
Basic earnings per share			68.9p				71.9p				54.4p				51.0p
Diluted earnings per share			66.7p				69.8p				52.6p				49.8p
Dividends per ordinary share			34.0p				31.0p				26.6p				24.0p
Dividend payout ratio			49.3	%			43.1	%			48.9	%			47.1	%
Profit attributable to the equity holders of the parent as a percentage of:
average shareholders’ equity			20.3	%			24.7	%			21.1	%			21.7	%
average total assets			0.3	%			0.4	%			0.4	%			0.5	%
Selected statistical measures
Cost: income ratio(2)			57	%			59	%			61	%			61	%
Average United States dollar exchange rate used in preparing the accounts			2.00				1.84				1.82				1.83
Average Euro exchange rate used in preparing the consolidated financial statements			1.46				1.47				1.46				1.47

Consolidated Balance Sheet Summary
at December 31,		2007				2006				2005				2004
		£m				£m				£m				£m(1)
Assets
Cash and other short-term funds			7,637				9,753				5,807				3,525
Treasury bills and other eligible bills			n/a				n/a				n/a				6,658
Trading portfolio and financial assets designated at fair value			341,171				292,464				251,820				n/a
Derivative financial instruments			248,088				138,353				136,823				n/a
Debt securities and equity shares			n/a				n/a				n/a				141,710
Loans and advances to banks			40,120				30,926				31,105				80,632
Loans and advances to customers			345,398				282,300				268,896				262,409
Available for sale financial investments			43,072				51,703				53,497				n/a
Reverse repurchase agreements and cash collateral on securities borrowed			183,075				174,090				160,398				n/a
Other assets			18,800				17,198				16,011				43,247
Total Assets			1,227,361				996,787				924,357				538,181
Liabilities
Deposits and items in the course of collection due to banks			92,338				81,783				77,468				112,229
Customer accounts			294,987				256,754				238,684				217,492
Trading portfolio and financial liabilities designated at fair value			139,891				125,861				104,949				n/a
Liabilities to customers under investment contracts			92,639				84,637				85,201				n/a
Derivative financial instruments			248,288				140,697				137,971				n/a
Debt securities in issue			120,228				111,137				103,328				83,842
Repurchase agreements and cash collateral on securities lent			169,429				136,956				121,178				n/a
Insurance contract liabilities, including unit-linked liabilities			3,903				3,878				3,767				8,377
Subordinated liabilities			18,150				13,786				12,463				12,277
Other liabilities			15,032				13,908				14,918				87,200
Total liabilities			1,194,885				969,397				899,927				521,417
Shareholders’ equity
Shareholders’ equity excluding minority interests			23,291				19,799				17,426				15,870
Minority interests			9,185				7,591				7,004				894
Total shareholders’ equity			32,476				27,390				24,430				16,764
Total liabilities and shareholders’ equity			1,227,361				996,787				924,357				538,181
Risk weighted assets and capital ratios(2)
Risk weighted assets			353,476				297,833				269,148
Tier one ratio			7.8	%			7.7	%			7.0	%
Risk asset ratio			12.1	%			11.7	%			11.3	%
Selected financial statistics
Net asset value per ordinary share			353p				303p				269p				246p
Year-end United States dollar exchange rate used in preparing the accounts			2.00				1.96				1.72				1.92
Year-end Euro exchange rate used in preparing the consolidated financial statements			1.36				1.49				1.46				1.41

(1)		Does not reflect the application of IAS 32, IAS 39 and IFRS 4, which became effective from January 1, 2005.
(2)		Risk weighted assets and capital ratios are calculated on a Basel 1 basis. Capital ratios for 2004 based on IFRS are not available. As of January 1, 2005 the tier one ratio was 7.1% and the risk asset ratio was 11.8% reflecting the impact of IFRS including the adoption of IAS 31, IAS 39 and IFRS 4.

		Net Exposures
		March 31,				December 31,
		2008				2007
		£m				£m
ABS CDO Super Senior
High Grade			3,446				4,869
Mezzanine			622				1,149
Exposure before hedging			4,068				6,018
Hedges			(84	)			(1,347	)
Net ABS CDO Super Senior			3,984				4,671
Other U.S. sub-prime
Whole loans			2,848				3,205
Other direct and indirect exposures			1,389				1,832
Other U.S. sub-prime			4,237				5,037
Alt-A			4,475				4,916
Monoline insurers			2,784				1,335
Commercial mortgages			12,619				12,399
SIV-lite liquidity facilities			153				152
Structured investment vehicles			412				590
Leveraged Finance			7,345				7,368

I.	The Open Offer

ADS Open Offer		You are entitled to subscribe for up to 3 new ADSs for every 14 outstanding ADSs you own. We have arranged for The Bank of New York to send you or to your financial intermediary through which you hold your ADSs an ADS subscription form showing the number of new ADSs for which you are entitled to subscribe.
ADS Depositary and Subscription Agent		The Bank of New York.
ADS Record Date		5:00 p.m., New York City time, on July 2, 2008.
Subscription Period		From 9:00 a.m., New York City time, on July 3, 2008 through 11:00 a.m., New York City time, on July 14, 2008.
New ADS Subscription Price		The estimated ADS subscription price is $22.23 per new ADS subscribed. As each ADS represents four ordinary shares, the estimated subscription price per ADS is four times the U.S. dollar

		equivalent of the share subscription price, using an exchange rate of $1.9707 per pound sterling (the Federal Reserve Bank of New York’s noon buying rate on June 24, 2008). The actual ADS subscription price per new ADS will be four times the ordinary share subscription price of 282 pence translated into U.S. dollars on or about July 14, 2008.
		To subscribe for new ADSs, a holder of existing ADSs must deposit with The Bank of New York, the ADS subscription agent, $24.45 per new ADS so subscribed, which represents 110% of the estimated new ADS subscription price, upon the subscription of each new ADS. This additional amount over and above the estimated ADS subscription price is to increase the likelihood that the ADS subscription agent will have sufficient funds to pay the actual ADS subscription price in light of a possible appreciation of the pound against the U.S. dollar between the date hereof and the end of the ADS subscription period and to pay currency conversion expenses, the depositary’s issuance fee of $0.02 per new ADS and to meet the cost of the 1.5% U.K. stamp duty reserve tax (“SDRT”) payable by the depositary in connection with the issue of the ADSs.
		If the actual U.S. dollar subscription price plus the currency conversion expenses, issuance fee and the SDRT is less than the deposit amount, the ADS subscription agent will refund such excess U.S. dollar deposit price to the subscribing ADS holder without interest. If there is a deficiency, the ADS subscription agent will not deliver the new ADSs to such subscribing ADS holder until it has received payment of the deficiency. The ADS subscription agent may sell a portion of your new ADSs to cover the deficiency if not paid within 14 calendar days from notice of the deficiency.
Method of Subscription		If you are a broker or a bank holding your ADSs through The Depository Trust Company (“DTC”), you may subscribe for the new ADSs through the DTC system and instructing DTC to charge your applicable account for payment of the ADS deposit amount to the ADS subscription agent. You must send DTC instructions so as to allow DTC sufficient time to transmit the subscription instructions and payment before the end of the subscription period.
		If you are the beneficial owner of ADSs and are not a DTC participant or registered holder, you should promptly contact the financial intermediary through which you hold your ADSs to arrange for subscription and payment for the new ADSs.
		If you are a holder of ADSs registered directly with the depositary, you can subscribe for the new ADSs by delivering to the ADS subscription agent a properly completed subscription form and paying in full the ADS deposit amount for the new ADSs.
ADS Delivery		The new ADSs are expected to be delivered to each ADS subscriber (by credit to its book-entry account at the financial intermediary through which it holds the ADSs or in the form of an ADS certificate by first class mail if it is a holder registered directly with

		the depositary) as soon as practicable after the delivery of the underlying new ordinary shares to the depositary’s custodian by book-entry credit in CREST, expected to be on or around July 22, 2008.
ADS Ranking		The new ADSs will be fully fungible and rank pari passu with the existing ADSs. As such, they will be entitled to any distributions declared after the delivery date, including any dividends, if declared, for the six months ending on June 30, 2008. If you have elected to receive dividends by way of ordinary shares under The Bank of New York’s Global Buy Direct Program in respect of Barclays, this election will continue unless a new election is made to receive a cash dividend. Such new election must be made by September 10, 2008 to be effective for the interim dividend that is intended to be paid on October 1, 2008.
Listing		ADSs are listed on the NYSE under the symbol “BCS”. We will apply to list the new ADSs on the New York Stock Exchange. We expect the listing to become effective on or about July 22, 2008.
U.S. Information Agent		Mellon Investor Services LLC, 480 Washington Blvd., Jersey City, New Jersey 07310.
Toll-free U.S. Helpline Number		1-877-282-6527.
Collect Outside U.S. Helpline Number		1-201-680-6579.

Share Open Offer		You are entitled to subscribe for up to 3 new ordinary shares for every 14 outstanding ordinary shares you own. We have arranged for you or the financial intermediary through which you hold your ordinary shares to be notified regarding the number of new ordinary shares for which you are entitled to subscribe.
Share Record Date		Close of business, London time, on June 24, 2008.
Subscription Period		From 8:00 a.m., London time, on June 26, 2008 through 11:00 a.m., London time, on July 17, 2008.
New Ordinary Share Subscription Price		282 pence per ordinary share, payable in pounds sterling (equivalent to $5.56 on June 24, 2008).
Ordinary Share Registrar		Equiniti Limited.
Recommended latest time for requesting withdrawal of entitlements to subscribe in the open offer from CREST		4:30 p.m., London time, on July 10, 2008.
Latest time and date for depositing entitlements to subscribe in the open offer into CREST		3:00 p.m., London time, on July 14, 2008.
Latest time and date for splitting subscription forms (to satisfy bona fide market claims only)		3:00 p.m., London time, on July 15, 2008.

Latest time and date for receipt of completed subscription forms and payment in full under the open offer and settlement of relevant CREST instruction (as appropriate)		11:00 a.m., London time, on July 17, 2008.
Ordinary Share Delivery		If you hold your ordinary shares in certificated form, you will be provided with new ordinary shares as soon as practicable after July 25, 2008.
Ordinary Share Ranking		When issued and fully paid, the new ordinary shares will be fully fungible and rank pari passu with the existing ordinary shares. As such, they will be entitled to any distributions declared after the delivery date, including any dividends, if declared, for the six months ending on June 30, 2008. If you have elected to receive dividends by way of ordinary shares under the Barclays dividend reinvestment plan, this election will continue unless a new election is made to receive a cash dividend. Such new election must be made by September 10, 2008 to be effective for the interim dividend that is intended to be paid on October 1, 2008.
Share Plans and Sharestore		U.S. participants under our Barclays Group Share Incentive Plan (“Sharepurchase”) and Barclays PLC Executive Share Award Scheme (“ESAS/EPP”) may participate in the open offer under certain conditions. U.S. participants holding ordinary shares through the Barclays-sponsored nominee, Sharestore, may also participate in the open offer under certain conditions. See “Description of the Offering — Section C. Share Plans and Sharestore.”
Listing		Ordinary shares are traded on the London Stock Exchange under the symbol “BARC”. We will apply for admission of the new ordinary shares to the official list of the U.K. Listing Authority and to trading on the London Stock Exchange. We expect the admission to become effective on July 22, 2008. The first trading day is scheduled to be on July 22, 2008 at 8:00 a.m., London time.
U.S. Information Agent		Mellon Investor Services LLC, 480 Washington Blvd., Jersey City, New Jersey 07310.
Toll-free U.S. Helpline Number		1-877-282-6527.
Collect Outside U.S. Helpline Number		1-201-680-6579.

Entitlement to subscribe for new ordinary shares or ADSs not transferable		The open offer is not a rights offering. No rights will be issued in connection with the offering, and your entitlement to subscribe for new ordinary shares or new ADSs is not transferable or tradeable, except for bona fide market claims in respect of new ordinary shares. If you do not exercise your entitlement to subscribe for new ordinary shares by July 17, 2008 or for new ADSs by July 14, 2008, your entitlement will expire and you will not receive any benefit from the sale of new ordinary shares or ADSs which were not subscribed for.

Condition to the open offer		The open offer is conditional only on admission of the new ordinary shares to the official list of the U.K. Listing Authority and to trading on the London Stock Exchange becoming effective by not later than 8:00 a.m. on July 22, 2008 (or such later time and/or date as we may determine, not being later than 8:00 a.m. on August 6, 2008). Accordingly, if this condition is not satisfied, the open offer will not proceed and any subscriptions made by shareholders will be rejected. In such circumstances, payments will be returned without payment of interest, as soon as practicable thereafter.

II.	The Firm Placing and Conditional Placing

Firm Placing		SMBC (the “firm placee”) has agreed to subscribe for 168,918,918 new ordinary shares at a subscription price of 296 pence per ordinary share in a placement of ordinary shares outside the United States. The firm placing is expected to raise approximately £0.5 billion. The terms of the arrangement between Barclays and SMBC are contained in a subscription agreement, the principal terms of which are summarized in “Plan of Distribution”.
Conditional Placing		Qatar Investment Authority, Challenger, China Development Bank and Temasek and certain other placees named herein (the “conditional placees”) have agreed to subscribe for the new ordinary shares (other than in relation to new ordinary shares for which China Development Bank is entitled to subscribe under the open offer, which China Development Bank has undertaken to take up in full) that are not subscribed for by qualifying shareholders in the open offer at a subscription price of 282 pence per new ordinary share against commissions specified herein. The placing and open offer is expected to raise approximately £4.0 billion before expenses. The terms of the arrangements between Barclays and the conditional placees are contained in the relevant subscription agreements, the principal terms of which are summarized in “Plan of Distribution”.

III.	Use of Proceeds

Use of proceeds		We intend to use the net proceeds from the firm placing and the placing and open offer to strengthen our capital base and operate capital ratios that are ahead of our targets and to provide additional financial resources to allow us to capture opportunities for growth.

IV.	Risk Factors

	•	Our profitability could be adversely affected by general economic conditions and other business conditions;
	•	We are subject to credit, market, operational, capital and liquidity risks which may have an adverse effect on results;

	•	The fair value of our financial instruments may use estimates and may change from time to time;
	•	Our future earnings could be affected by depressed asset valuations;
	•	Our ability to expand our operations may be adversely affected by any decision to hold assets rather than securitizing, syndicating or disposing of them;
	•	There is a risk that our strategy, in particular, our choice of markets, products, activities and structures, may prove to be inappropriate which could adversely affect results;
	•	We are subject to insurance risks which may have an adverse effect on results;
	•	We are subject to legal risks which may have an adverse effect on results;
	•	We are subject to tax risks which may have an adverse effect on results;
	•	Governmental policy and regulation may have an effect on our businesses and results;
	•	We are subject to regulatory compliance risks which may have an adverse effect on results;
	•	If our strategic decisions and plans do not deliver as anticipated our earnings could grow more slowly or decline;
	•	We operate in highly competitive markets which could adversely affect results if we fail to retain and attract clients and customers; and
	•	The enforceability of our obligations may be subject to the U.K. Treasury’s powers under the U.K. Banking (Special Provisions) Act 2008.

	•	Our share price could be subject to fluctuation;
	•	We may offer additional shares in the longer term future which may adversely affect the market price of the ordinary shares and ADSs;
	•	Certain Group securities include terms restricting payments of dividends by Barclays on the ordinary shares;
	•	The proportionate ownership and voting interest in Barclays of existing shareholders and ADS holders will be reduced as a result of the firm placing. If shareholders or ADS holders do not subscribe for their entitlement in respect of the open offer in full, their proportionate ownership and voting interest in Barclays will be reduced further;
	•	An ADS holder may not be able to exercise voting rights as readily as a holder of our ordinary shares;
	•	Currency fluctuations may adversely affect the trading prices of our ordinary shares and ADSs and the value of any distributions we make; and
	•	Holders of ADSs are subject to exchange rate risk in connection with the open offer.

 

Investing in the new ordinary shares and new ADSs involves risks, including those risks which are described in this section. You should carefully consider the following discussion of risks, as well as the other information set forth in or incorporated by reference into this prospectus before deciding whether an investment in the new ordinary shares or new ADSs, as applicable, is suitable for you. Any of these risks could cause our future results to differ materially from expected results. The market price of our ordinary shares and ADSs could decline due to any of these risks. Other factors could also adversely affect our results and business activities and so the factors discussed herein should not be considered to be a complete set of all potential risks and uncertainties.

 

Risks Related to Barclays

 

Our profitability could be adversely affected by general economic conditions and other business conditions

 

The profitability of our businesses could be adversely affected by a worsening of general economic conditions in the United Kingdom, globally or in certain individual markets such as the United States or South Africa. Factors such as interest rates, inflation, investor sentiment, the availability and cost of credit, the liquidity of the global financial markets and the level and volatility of equity prices could significantly affect the activity level of customers. For example:

 

 

 

 

 

We are subject to credit risk which may have an adverse effect on results

 

Credit risk is the risk of suffering financial loss, should any of our customers, clients or market counterparties fail to fulfill their contractual obligations to us. Credit risk may also arise where the downgrading of an entity’s credit rating causes the fair value of our investment in that entity to fall. The credit risk that we face arises mainly from commercial and consumer loans and advances, including credit card lending.

 

Credit risk may also be manifested as country risk where difficulties may arise in the country in which the exposure is domiciled, thus impeding or reducing the value of the assets, or where the counterparty may be the country itself. Another form of credit risk is settlement risk, which is the possibility that we may pay a counterparty — for example, a bank in a foreign exchange transaction — but fail to receive the corresponding settlement in return.

 

We are subject to market risk which may have an adverse effect on our results

 

Market risk is the risk that our earnings or capital, or our ability to meet business objectives, will be adversely affected by changes in the level or volatility of market rates or prices such as interest rates, credit spreads, commodity prices, equity prices and foreign exchange rates. The main market risk arises from trading activities. We are also exposed to interest rate risk in the banking book and market risk in our pension fund.

Operational risks associated with our business could have an adverse impact on our results

 

Operational risk is the risk of direct or indirect losses resulting from human factors, external events, and inadequate or failed internal processes and systems. Operational risks are inherent in our operations and are typical of any large enterprise. Major sources of operational risk include operational process reliability, IT security, outsourcing of operations, dependence on key suppliers, implementation of strategic change, integration of acquisitions, fraud, human error, customer service quality, regulatory compliance, recruitment, training and retention of staff, and social and environmental impacts.

 

Our capital position is key to our performance and we are subject to capital risks which may affect our business activities

 

Capital risk is the risk that we have insufficient capital resources to:

 

 

 

 

During periods of market dislocation increasing our capital resources may prove more difficult or costly. This could constrain our planned activities and contribute to adverse impacts on our earnings.

 

Liquidity and funding management is critical to our ongoing performance

 

There is a risk that we may be unable to meet our obligations when they fall due and to replace funds when they are withdrawn, with consequent failure to repay depositors and fulfill commitments to lend. The risk that we will be unable to do so is inherent in all banking operations and can be impacted by a range of institution-specific and market-wide events including, but not limited to, credit events, merger and acquisition activity, systemic shocks and natural disasters.

 

During periods of market dislocation, such as those experienced recently, our ability to manage liquidity requirements may be impacted by a reduction in the availability of wholesale term financing for market participants, as well as an increase in the cost of raising wholesale funds.

 

Certain of the values of financial instruments included in the financial statements are based on estimates

 

Some of our financial instruments are carried at fair value through profit or loss such as those held for trading, designated by management under the fair value option and non-cash flow hedging derivatives. To establish the fair value of these instruments, we rely on quoted market prices in active markets or, where the market for a financial instrument is not sufficiently active, valuation techniques that utilize, wherever possible, observable market inputs. Observable inputs for such valuation models may have become unavailable due to the disappearance over the past months of active markets for certain instruments.

 

To the extent that valuation is based on models or inputs that are not observable in the market, the determination of fair value can be subjective, dependant on the significance of the unobservable input to the overall valuation. Unobservable inputs are determined based on the best information available, for example by reference to similar assets, similar maturities, appropriate proxies, or other analytical techniques. The effect of changing the assumptions for those financial instruments for which the fair values are measured using valuation techniques that are determined in full or in part on assumptions that are not supported by observable inputs may have a material adverse effect on our earnings.

Financial institutions may use different accounting categorisations for the same or similar financial assets due to their different intentions regarding those assets. In determining fair value of financial instruments, different financial institutions may use different valuation techniques, assumptions, judgements and estimates which may result in lower or higher fair values for such financial instruments.

 

Our future earnings could be affected by depressed asset valuations resulting from a deterioration in market conditions

 

Our future earnings could be affected by depressed asset valuations resulting from a deterioration in market conditions. Financial markets are sometimes subject to stress conditions where steep falls in asset values can occur, as demonstrated by recent events affecting asset-backed CDOs and the U.S. sub-prime residential mortgage market. Severe market events are difficult to predict and, if they continue to occur, could result in additional losses incurred by us.

 

In 2007 and in 2008, we recorded material net losses on certain credit market exposures, including ABS CDO Super Senior exposures. As market conditions change, the fair value of these exposures could fall further and result in additional losses or impairment charges, which could have a material adverse effect on our earnings. Such losses or impairment charges could derive from: a decline in the value of exposures; a decline in the ability of counterparties, including monoline insurers to meet their obligations as they fall due, or the ineffectiveness of hedging and other risk management strategies in circumstances of severe stress.

 

Any value we ultimately realize on sale of an asset will depend on the prices achievable in the market following the decision to sell which may be higher or lower than the asset’s current estimated value. If there is a shortfall between the proceeds obtained on disposal and the carrying value of the asset on the balance sheet there would be an adverse effect on our earnings.

 

We may decide to hold certain assets which may affect our ability to expand our operations

 

In illiquid markets, we may decide to hold assets rather than securitizing, syndicating or disposing of them. This could restrict our ability to enter into subsequent lending or other transactions as a result of the effect on capital adequacy ratios, which could have a material adverse effect on our ability to expand our earnings and operations.

 

We are subject to business risks which may have an adverse effect on results

 

Business risk is the risk of adverse outcomes resulting from a weak competitive position or from poor choice of strategy, markets, products, activities or structures. Major potential sources of business risk include revenue volatility due to factors such as macroeconomic conditions, inflexible cost structures, uncompetitive products or pricing and structural inefficiencies.

 

We are subject to insurance risks which may have an adverse effect on results

 

Insurance risk is the risk that we will have to make higher than anticipated payments to settle claims arising from its long-term and short-term insurance businesses.

 

We are subject to legal risks which may have an adverse effect on results

 

We are subject to a comprehensive range of legal obligations in all countries in which we operate. As a result, we are exposed to many forms of legal risk, which may arise in a number of ways. Primarily:

 

(a) our business may not be conducted in accordance with applicable laws around the world;

 

 

(c) our intellectual property (such as our trade names) may not be adequately protected; and

 

(d) we may be liable for damages to third parties harmed by the conduct of our business.

We face risk where legal proceedings are brought against us. Regardless of whether such claims have merit, the outcome of legal proceedings is inherently uncertain and could result in financial loss. Defending legal proceedings can be expensive and time-consuming and there is no guarantee that all costs incurred will be recovered even if we are successful. Although we have processes and controls to manage legal risks, failure to manage these risks could impact us adversely, both financially and by reputation.

 

We are subject to tax risks which may have an adverse effect on our business

 

We are subject to the tax laws of all countries in which we operate. A number of double taxation agreements entered between two countries also impact on the taxation of our business. We are also subject to European Community tax law. Tax risk is the risk associated with changes in tax law or in the interpretation of tax law. It also includes the risk of changes in tax rates and the risk of failure to comply with procedures required by tax authorities. Failure to manage tax risks could lead to an additional tax charge. It could also lead to a financial penalty for failure to comply with required tax procedures or other aspects of tax law.

 

If, as a result of a particular tax risk materializing, the tax costs associated with particular transactions are greater than anticipated, it could affect the profitability of those transactions.

 

We take a responsible and transparent approach to the management and control of our tax affairs and related tax risk:

 

 

(b) the tax charge is also reviewed by the Board Audit Committee;

 

 

(d) we take appropriate advice from reputable professional firms;

 

(e) we employ high-quality tax professionals and provide ongoing technical training;

 

(f) the tax professionals understand and work closely with the different areas of the business;

 

 

Our business activities are governed by various governmental and regulatory policies and any changes may have an adverse affect on our business

 

Our businesses and earnings can be affected by the fiscal or other policies and other actions of various governmental and regulatory authorities in the U.K., the European Union (EU), the United States, South Africa and elsewhere.

 

Areas where changes could have an impact include:

 

(a) the monetary, interest rate and other policies of central banks and regulatory authorities;

 

 

(d) changes in competition and pricing environments;

 

(e) further developments in the financial reporting environment;

 

 

 

We operate in a highly regulated environment and are subject to regulatory compliance risks

 

Regulatory compliance risk arises from a failure or inability to comply fully with the laws, regulations or codes applicable specifically to the financial service industry. Non-compliance could lead to fines, public reprimands, damage to reputation, enforced suspension of operations or, in extreme cases, withdrawal of authorizations to operate.

 

If our strategic decisions and plans do not deliver as anticipated, our earnings could grow more slowly or decline

 

We devote substantial management and planning resources to the development of strategic plans for organic growth and identification of possible acquisitions, supported by substantial expenditure to generate growth in customer business. If these strategic plans do not deliver as anticipated, our earnings could grow more slowly or decline.

 

We operate in highly competitive markets which could adversely affect our results if we fail to retain and attract clients and customers

 

The global financial services markets in which we operate are highly competitive. Innovative competition for corporate, institutional and retail clients and customers comes both from incumbent players and a steady stream of new market entrants. The landscape is expected to remain highly competitive in all areas, which could adversely affect our profitability if we fail to retain and attract clients and customers.

 

We are subject to risks associated with the Banking (Special Provisions) Act 2008

 

Under the Banking (Special Provisions) Act 2008 the U.K. Treasury (the “Treasury”) has been given certain powers in relation to authorized U.K. deposit takers (such as Barclays Bank). These comprise entities incorporated in or formed under the laws of any part of the United Kingdom who have permission to accept deposits under Part 4 of the Financial Services and Markets Act 2000 (or their U.K. subsidiaries). These powers last until February 21, 2009 and are capable of having retrospective effect. They can only be exercised in certain circumstances namely:

 

 

 

The powers are wide ranging and may entail divesting the authorized U.K. deposit-taker of its assets or transferring ownership of any securities issued by the authorized U.K. deposit-taker irrespective of any encumbrance or trust over them. Accordingly the enforceability of Barclays obligations could be affected if the Treasury were to exercise such powers.

 

If such powers were to be exercised the Treasury is required to make provision for compensation or consideration (depending upon whether a public or private entity has acquired the asset) to be paid, in the case of securities, to the holder of the assets, which may not be the encumbrancer.

Risks Related to the Ordinary Shares and ADSs and the Firm Placing and the Placing and Open Offer

 

Our share price could be subject to fluctuation

 

The market price of our ordinary shares and ADSs could be subject to fluctuations in response to certain factors, such as changes in sentiment in the market regarding ordinary shares, any regulatory changes affecting our operations, variations in our anticipated or actual operating results, business developments of Barclays or our competitors, the operating and share price performance of other companies in the industries and markets in which we operate, speculation about our business in the press, media or the investment community, changes in conditions affecting the economy generally, as well as other factors unrelated to our operating results.

 

We may offer additional shares in the future which may adversely affect the market price of the ordinary shares and ADSs

 

We may offer additional shares in the longer term future, which may adversely affect the market price of the ordinary shares and ADSs. We have no current plans for any subsequent offering of our shares or of rights or invitations to subscribe for our shares. However, it is possible that we may decide to offer additional shares in the future. An additional offering of shares by us, or the public perception that an offering may occur, could have an adverse effect on the market price of the ordinary shares and ADSs.

 

Certain Group securities include terms restricting payments of dividends on the ordinary shares

 

Barclays Bank has issued several series of preference shares, reserve capital instruments and tier one notes which place restrictions on Barclays ability to (i) declare or pay dividends (other than a dividend declared by Barclays before deferral, or intra-group dividends) on shares (including ordinary shares), or (ii) redeem, purchase, reduce or otherwise acquire any of the share capital or securities of Barclays (including ordinary shares).

 

This restriction arises if Barclays Bank fails to pay dividends on the relevant series of preference shares or defers the payment of any coupon due on the relevant series of reserve capital instruments or tier one notes and remains until Barclays Bank next pays dividends or the relevant series of preference shares or, as applicable, Barclays Bank next pays (or sets aside funds to pay) a coupon on the reserve capital instruments or tier one notes or the reserve capital instruments or tier one notes are redeemed in full.

 

We have also created securities which would, if issued, place similar restrictions on us (including a restriction on the payment of dividends on ordinary shares) as the Barclays Bank preference shares, reserve capital instruments and tier one notes described above. Currently no such securities have been issued.

 

If you do not subscribe for your entitlement in respect of the open offer in full, your proportionate ownership and voting interest in Barclays will be reduced further

 

The issue of ordinary shares under the firm placing will lead to a reduction in the proportionate ownership and voting interests in Barclays of existing shareholders. If you are a holder of ordinary shares and you do not respond to the open offer by 11:00 a.m., London time, on July 17, 2008, or if you a holder of ADSs and you do not respond to the open offer by 11:00 a.m., New York City time, on July 14, 2008, the latest relevant dates for subscription and payment in full in respect of your entitlement, your proportionate ownership and voting interest in Barclays will be reduced further, and the percentage that your existing ordinary shares, in the form of ordinary shares or ADSs, represents of the amount of ordinary shares expected to be in issue following completion of the firm placing and the placing and open offer will be reduced accordingly.

 

An ADS holder may not be able to exercise voting rights as readily as a holder of our ordinary shares

 

ADS holders may instruct the ADS depositary as to how to vote the ordinary shares represented by the ADSs. There is no guarantee that you will receive voting materials in time to make the certification as to

beneficial ownership required for voting at annual and other shareholders meetings. As a result, you, or persons who hold their ADSs through brokers, dealers or third parties, may not have the opportunity to exercise a right to vote.

 

Currency fluctuations may adversely affect the trading prices of our ordinary shares and ADSs and the value of any distributions we make

 

Because our ordinary shares are traded in pounds sterling and the ADSs are traded in U.S. dollars, fluctuations in exchange rate between pounds sterling and U.S. dollars may affect the U.S. dollar value of the investment. In addition, when we make distributions on our ordinary shares in pounds sterling, the ADS depositary converts these distributions to U.S. dollars. If exchange rates fluctuate before the ADS depositary converts the currencies, you may lose some of the value of the distribution.

 

Holders of ADSs are subject to exchange rate risk in connection with the open offer

 

In the event that the U.S. dollar weakens against the pound sterling, holders of ADSs subscribing for new ADSs will be required to pay more than the estimated subscription price of $22.23 per new ADS.

 

The estimated ADS subscription price is $22.23 per new ADS. As each ADS represents four ordinary shares, the estimated subscription per ADS price is four times the U.S. dollar equivalent of the ordinary share subscription price, using an exchange rate of $1.9707 per pound sterling (the Federal Reserve Bank of New York’s noon buying rate on June 24, 2008). A subscriber of new ADSs must deposit $24.45 per offered ADS subscribed, which represents 110% of the estimated ADS subscription price. This is to increase the likelihood that the ADS subscription agent will have sufficient funds to pay the actual ADS subscription price in light of a possible appreciation of the pound sterling against the U.S. dollar between the date hereof and the end of the ADS subscription period and to pay foreign currency conversion expenses, the depositary’s issuance fee of $0.02 per new ADS and to meet the cost of the 1.5% U.K. SDRT payable by the depositary in connection with the issue of the new ADSs. The ADS subscription agent expects to make the conversion from U.S. dollars into pounds sterling on or about July 15, 2008 at a market-based rate to pay the share subscription price for the offered shares underlying the offered ADSs subscribed for. If the actual U.S. dollar subscription price, plus foreign currency conversion costs, the depository’s issuance fee of $0.02 per new ADS and 1.5% U.K. SDRT payable by the subscriber, is less than the deposit amount, the ADS subscription agent will refund such excess amount to the subscribing ADS holder without interest. However, if there is a deficiency as a result of such conversion, the ADS subscription agent will not deliver the offered ADSs to such subscribing ADS holder until it has received payment of the deficiency. The ADS subscription agent may sell a portion of your new ADSs to cover the deficiency if not paid within 14 calendar days from notice of the earlier deficiency.

 

Barclays financial statements, which are incorporated by reference into this prospectus, have been prepared in accordance with IFRS and are denominated in pounds sterling, or “£,” the legal tender of the United Kingdom.

 

The tables below set forth, for the periods and dates indicated, information concerning the Federal Reserve Bank of New York’s noon buying rate for pounds sterling, expressed in United States dollars or “$,” per one pound sterling or “£”. On June 24, 2008, the noon buying rate was $1.9707 per £1.00.

 

 

For the years indicated, the average of the noon buying rates on the last day of each month were:

 

 

No representation is made that pounds sterling amounts have been, or could have been, or could be, converted into U.S. dollars at any of the above rates. For the purpose of presenting financial information in this report, exchange rates other than those shown above may have been used.

 

The following table shows our actual capitalization as of December 31, 2007 and our capitalization as of December 31, 2007 as adjusted for the receipt of the estimated net proceeds of the firm placing and the placing and open offer, if conducted as planned as described under “Reasons for the Offering; Use of Proceeds and Expenses — Use of Proceeds”.

 

The information in the following table is derived from the audited consolidated financial statements of Barclays for the fiscal year ended December 31, 2007 prepared in accordance with IFRS and incorporated by reference into this prospectus. This table should be read together with such audited consolidated financial statements and the notes thereto. The adjusted figures in the table below have been prepared for illustrative purposes only assuming that all new ordinary shares and new ADSs offered in the firm placing and the placing and open offer if conducted as planned are sold at the subscription price per ordinary share of 296 pence for the firm placing, and 282 pence for the placing and open offer, and do not necessarily give a true picture of our financial condition following the completion of the firm placing and the placing and open offer.

 

The table below shows our indebtedness as of March 31, 2008. The following figures as of March 31, 2008 have been extracted from Barclays accounting records and are unaudited.

 

 

 

The unaudited pro forma financial information set out in the following table has been prepared to illustrate the effect of the firm placing and the placing and open offer as if it had occurred on December 31, 2007.

 

The unaudited pro forma financial information has been prepared for illustrative purposes only and, because of its nature, the unaudited pro forma financial information addresses a hypothetical situation and does not, therefore, represent our actual financial position, results, risk-weighted assets or regulatory capital ratios following the firm placing and the placing and open offer.

 

 

 

Notes:

 

 

 

 

Notes:

 

 

Barclays believes that in the current market environment, it would be in the interests of shareholders and ADS holders to strengthen the capital resources of Barclays through a firm placing and placing and open offer. The raising of capital will:

 

 

Current market turbulence has affected bank balance sheets and capital strength. The disruption in the credit markets and greater uncertainty in the broader economy have affected financial market participants, including Barclays. As of December 31, 2007, Barclays tier one capital ratio was 7.6% and its equity tier one ratio was 5.1% (on a Basel II basis) against long term target levels of 7.25% and 5.25%, respectively. We estimate that, taking into account the proceeds of the firm placing and the placing and open offer, on a pro forma basis, we would have reported a tier one ratio of 8.8% and an equity tier one ratio of 6.3% on December 31, 2007 (on a Basel II basis). We intend that, following the firm placing and the placing and open offer, we will run ratios ahead of long term target levels, particularly while current market turbulence persists.

 

In addition to strengthening the capital base of Barclays, the firm placing and the placing and open offer will also enable Barclays to take advantage of current market circumstances which have created for Barclays an unusual competitive opportunity. That is partly because of the pricing adjustments that have taken place in many asset classes; and partly because of the reduced willingness or ability of certain hitherto strong market participants to compete aggressively. Significant opportunities therefore exist to attract flows of new business at expanded margins consistent with Barclays strategy to seek higher growth over time by diversifying its profits base. Barclays financial performance of 2007 and 2008 has benefited from this diversification. Across the Group, this growth has been underpinned by robust risk and control procedures, and a culture which focuses on risk adjusted returns.

 

We intend to pursue the following initiatives: in Global Retail and Commercial Banking, deepening Barclays presence in existing markets in Asia, the Middle East, Africa and Europe and accelerating growth in new markets such as Russia and Pakistan; and in Investment Banking and Investment Management, driving continued growth in asset classes such as commodities, equities and iShares; and pursuing the build-out of Investment Banking and Investment Management’s risk management and financing businesses, particularly in the United States and Asia; and continuing to build the wealth management platform.

 

SMBC has agreed to subscribe for ordinary shares pursuant to the firm placing and Qatar Investment Authority, Challenger, China Development Bank and Temasek and certain other placees named herein in “Plan of Distribution — Subscription Agreements” have agreed to subscribe for new ordinary shares (other than in relation to new ordinary shares for which China Development Bank is entitled to subscribe under the open offer, which China Development Bank has undertaken to take up in full) to the extent that they are not subscribed for by qualifying shareholders pursuant to the open offer. We believe that this is an important endorsement of Barclays long-term strategy and vision, and underscores the confidence of these institutions in Barclays and in its management team. We are also pleased to have entered into an agreement for the provision of advisory services by Qatar Investment Authority to Barclays in the Middle East and to have agreed to explore opportunities for a co-operative business relationship with SMBC. We welcome the support of Qatar Investment Authority, Challenger, SMBC, China Development Bank and Temasek as important investors while ensuring that the open offer structure allows existing shareholders and ADS

holders to participate in the issue of the new ordinary shares and new ADSs, as applicable, on a pre-emptive basis.

 

Use of Proceeds

 

Assuming all of the new ordinary shares sold in the firm placing and the placing and open offer are subscribed for at the subscription price of 296 pence per ordinary share for the firm placing and 282 pence per new ordinary share for the placing and open offer (or an estimated amount of $22.23 per ADS with respect to new ADSs), the gross proceeds of the firm placing and the placing and open offer are expected to be approximately £4.5 billion. On the same basis, the net proceeds of the firm placing and the placing and open offer are expected to be approximately £4.4 billion after deduction of fees and estimated expenses of approximately £0.1 billion, as detailed under “Expenses of the Offering”.

 

We intend to use the net proceeds from the firm placing and the placing and open offer to strengthen our capital base and operate capital ratios that are ahead of our targets and to provide additional financial resources to allow us to capture opportunities for growth.

 

The following is a summary of the general terms of our ordinary shares. This summary does not purport to be complete. See the memorandum and articles of association of Barclays, which is filed as an exhibit to the registration statement on Form F-3 of which this prospectus forms part, as well as the applicable provisions of English law.

 

General

 

Barclays only has ordinary shares in issue. However, Barclays has authorized but unissued preference shares of £100, $100, $0.25, €100 and ¥10,000 each (together, the “preference shares”) which may (pursuant to a resolution passed by the shareholders of Barclays at the Annual General Meeting on April 24, 2008 (the “2008 Annual General Meeting”) be issued by the Board from time to time in one or more series with such rights and subject to such restrictions and limitations as the Board may determine. Barclays also has authorized but unissued staff shares of £1 each. The articles of association adopted pursuant to a resolution passed at the 2008 Annual General Meeting contain provisions to the following effect.

 

Dividends

 

Under English law, dividends are payable on ordinary shares only out of profits available for distribution, as determined in accordance with accounting principles generally accepted in the U.K. and by the Companies Acts 1985 and 2006. Subject to the provisions of the articles of association of Barclays and applicable legislation, Barclays in general meeting may declare dividends on the ordinary shares by ordinary resolution, but such dividend may not exceed the amount recommended by the Board. The Board may also decide to pay interim or final dividends if it appears they are justified by Barclays financial position.

 

Each preference share confers the right to a non-cumulative preferential dividend (“preference dividend”) payable in such currency at such rates (whether fixed or calculated by reference to or in accordance with a specified procedure or mechanism), on such dates and on such other terms as may be determined by the Board prior to allotment thereof.

 

The preference shares rank in regard to payment of dividend in priority to the holders of ordinary shares and any other class of shares in Barclays ranking junior to the preference shares.

 

Dividends may be paid on the preference shares if, in the opinion of the Board, Barclays has sufficient distributable profits, after payment in full or the setting aside of a sum to provide for all dividends payable on (or in the case of shares carrying a cumulative right to dividends, before) the relevant dividend payment date on any class of shares of Barclays ranking pari passu with or in priority to the relevant series of preference shares as regards participation in the profits of Barclays.

 

If the Board considers that the distributable profits of Barclays available for distribution are insufficient to cover the payment in full of preference dividends, preference dividends shall be paid to the extent of the distributable profits on a pro rata basis.

 

Notwithstanding the above, the Board may, at its absolute discretion, determine that any preference dividend which would otherwise be payable may either not be payable at all or only payable in part.

 

If any preference dividend on a series of preference shares is not paid, or is only paid in part, for the reasons described above, holders of preference shares will not have a claim in respect of such nonpayment.

 

If any dividend on a series of preference shares is not paid in full on the relevant dividend payment date, a dividend restriction shall apply. The dividend restriction means that, subject to certain exceptions, neither Barclays nor Barclays Bank may (a) pay a dividend on, or (b) redeem, purchase, reduce or otherwise acquire, any of their respective ordinary shares, other preference shares or other share capital ranking equal or junior to the relevant series of preference shares until the earlier of such time as Barclays next pays in full a dividend on the relevant series of preference shares or the date on which all of the relevant series of preference shares are redeemed.

All unclaimed dividends payable in respect of any share may be invested or otherwise made use of by the Board for the benefit of Barclays until claimed. If a dividend is not claimed after 12 years of it becoming payable, it is forfeited and reverts to Barclays.

 

The Board may (although it currently does not), with the approval of an ordinary resolution of Barclays, offer shareholders the right to choose to receive an allotment of additional fully paid ordinary shares instead of cash in respect of all or part of any dividend.

 

Voting

 

Every member who is present in person or by proxy, or represented at any general meeting of Barclays and who is entitled to vote has one vote on a show of hands. On a poll, every member who is present in person or by proxy or who (being a corporation) is represented has one vote for every share held. Any joint holder may vote at any general meeting of Barclays at which he is entitled to vote in respect of jointly owned shares, but the vote of the senior holder (as determined by order in the share register) shall take precedence. If any sum payable remains unpaid in relation to a member’s shareholding, that member is not entitled to vote that share or exercise any other right in relation to a meeting of Barclays unless the Board otherwise determine.

 

If any member, or any other person appearing to be interested in any shares in Barclays, is served with a notice under Section 793 of the Companies Act 2006 and does not supply Barclays with the information required in the notice, then the Board, in its absolute discretion, may direct that that member shall not be entitled to attend or vote at any meeting of Barclays.

 

The Board may further direct that if the shares of the defaulting member represent 0.25% or more of the issued shares of the relevant class, that dividends or other monies payable on those shares shall be retained by Barclays until the direction ceases to have effect and that no transfer of those shares shall be registered (other than certain specified “approved transfers”). A direction ceases to have effect seven days after Barclays has received the information requested, or when Barclays is notified that an “approved transfer” to a third party has occurred, or as the Board otherwise determines.

 

Transfers

 

Ordinary shares may be held in either certificated or uncertificated form.

 

Certificated ordinary shares shall be transferred in writing in any usual or other form approved by the Board and executed by or on behalf of the transferor. Transfers of uncertificated ordinary shares shall be made in accordance with the regulations of CREST (Uncertificated Securities Regulations 2001 (SI 2001
No. 01/378), as amended), the electronic settlement system for securities traded on the London Stock Exchange. The Board may make any arrangements to regulate and evidence the transfer of ordinary shares as they consider fit in accordance with applicable legislation and the rules of the Financial Services Authority (“FSA”) of the United Kingdom.

 

Registration of ordinary shares may be suspended, subject to applicable legislation, for such periods as the Board may determine (but for not more than 30 days in any calendar year).

 

The Board is not bound to register a transfer of partly paid ordinary shares, nor is it bound to register a transfer of fully paid ordinary shares in exceptional circumstances approved by the FSA. The Board may also decline to register an instrument of transfer of certificated ordinary shares unless it is duly stamped and deposited at the prescribed place and accompanied by the share certificate(s) and such other evidence as reasonably required by the Board to evidence right to transfer, it is in respect of one class of shares only, and it is in favor of not more than four transferees (except in the case of executors or trustees of a member).

 

Preference shares may be represented by share warrants to bearer or be in registered form.

 

Preference shares represented by share warrants to bearer are transferred by delivery of the relevant warrant. Preference shares in registered form shall be transferred in writing in any usual or other form

approved by the Board and executed by or on behalf of the transferor. The Registrar shall register such transfers of preference shares in registered form by making the appropriate entries in the register of preference shares.

 

Return of Capital and Liquidation

 

In the event of any return of capital by reduction of capital or on liquidation, the holders of ordinary shares are entitled to receive such capital in proportion to the amounts paid up or credited as paid up on the shares of each class.

 

Each preference share shall confer, in the event of a winding up or any return of capital by reduction of capital (other than, unless otherwise provided by their terms of issue, a redemption or purchase by Barclays of any of its issued shares, or a reduction of share capital), the right to receive out of the surplus assets of Barclays available for distribution amongst the members and in priority to the holders of the ordinary shares and any other shares in Barclays ranking junior to the relevant series of preference shares and pari passu with any other class of preference shares, repayment of the amount paid up or treated as paid up in respect of the nominal value of the preference share together with any premium which was paid or treated as paid when the preference share was issued in addition to an amount equal to accrued and unpaid dividends.

 

Redemption and Purchase

 

Subject to applicable legislation and the rights of the other shareholders, any share may be issued on terms that it is, at the option of Barclays or the holder of such share, redeemable. While Barclays currently has no redeemable shares in issue, any series of preference shares issued in the future will be redeemable, in whole or in part, at the option of Barclays on a date not less than five years after the date on which such series of preference shares was first issued.

 

Barclays may purchase its own shares subject to the provisions of applicable legislation, the articles of association and the approval of any class of convertible shares in issue (by special resolution or written consent of 75% of such class).

 

Calls on Capital

 

The Board may make calls upon the members in respect of any monies unpaid on their shares. A person upon whom a call is made remains liable even if the shares in respect of which the call is made have been transferred. Interest will be chargeable on any unpaid amount called at a rate determined by the Board (of not more than 20%).

 

If a member fails to pay any call in full (following notice from the Board that such failure will result in forfeiture of the relevant shares), such shares (including any dividends declared but not paid) may be forfeited by a resolution of the Board, and will become the property of Barclays. Forfeiture shall not absolve a previous member for amounts payable by him or her (which may continue to accrue interest).

 

Barclays also has a lien over all partly paid shares of Barclays for all monies payable or called on that share and over the debts and liabilities of a member to Barclays. If any monies which are the subject of the lien remain unpaid after a notice from the Board demanding payment, Barclays may sell such shares.

 

Variation of Rights

 

If the capital of Barclays is divided into shares of different classes, the rights attached to any class of shares may be varied with the sanction of a special resolution passed at a separate meeting of the holders of the shares of that class.

 

The rights of shares shall not (unless expressly provided by the rights attached to such shares) be deemed varied by the creation of further shares ranking equally with them.

Major Shareholders

 

As far as is known to Barclays, as of June 18, 2008, the interests, direct or indirect, of persons in the issued ordinary share capital of Barclays which are notifiable under English law were as follows:

 

 

As of June 18, 2008, we are not aware of any person or persons who directly or indirectly, jointly or severally, exercise or could exercise control over Barclays nor are we aware of any arrangements, the operation of which may at a subsequent date result in a change in control of Barclays.

 

None of Barclays major shareholders has or will have different voting rights attached to the shares they hold in Barclays.

 

Shareholder Resolutions related to Ordinary Share Capital

 

On April 24, 2008, the following resolutions related to ordinary share capital were passed by the shareholders of Barclays at the 2008 Annual General Meeting:

 

 

 

 

 

The following is a summary of the general terms and provisions of the deposit agreement under which the Bank of New York (the “depositary”) will deliver ADSs. The deposit agreement is among Barclays, The Bank of New York, as the depositary, and all holders from time to time of our American Depositary Receipts (“ADRs”) issued under the deposit agreement (the “deposit agreement”). This summary does not purport to be complete. You should read the entire deposit agreement, which is filed with the SEC as an exhibit to the registration statement on Form F-6, No. 333-146411. You may also read the deposit agreement at the corporate trust office of The Bank of New York in New York City and the office of The Bank of New York in London or obtain it from the SEC as described in “Where You Can Find More Information”.

 

Depositary

 

The Bank of New York acts as the depositary. The office of The Bank of New York in London acts as custodian. The depositary’s principal office in New York City is presently located at 101 Barclay Street, 22nd Floor, New York, New York 10286, and the custodian’s office is presently located at One Canada Square, London E14 5AL, England.

 

American Depositary Receipts

 

An ADR is a certificate evidencing a specific number of our ADSs, each of which represents ordinary shares. Each ADS represents four ordinary shares, deposited with the London branch of The Bank of New York, as custodian. An ADR may evidence any number of ADSs.

 

Deposit and Issuance of ADRs

 

When the custodian has received ordinary shares and applicable fees, charges and taxes, subject to the deposit agreement’s terms, the depositary will execute and deliver at its corporate trust office in New York City to the person(s) specified by the depositor in writing, an ADR or ADRs registered in the name of such person(s) evidencing the number of ADSs corresponding to the ordinary shares.

 

Withdrawal of Deposited Securities

 

Upon surrender of ADRs at the depositary’s corporate trust office in New York City and upon payment of the taxes, charges and fees provided in the deposit agreement and subject to its terms, an ADR holder is entitled to delivery, to or upon its order, at the depositary’s corporate trust office in New York City or the custodian’s office in London, of the amount of ordinary shares represented by the ADSs evidenced by the surrendered ADRs. The ADR holder will bear the risk and expense for the forwarding of share certificates and other documents of title to the corporate trust office of the depositary.

 

Dividends and Other Distributions

 

The depositary will distribute all cash dividends or other cash distributions that it receives in respect of deposited ordinary shares to ADR holders, after payment of any charges and fees provided for in the deposit agreement, in proportion to their holdings of ADSs. The cash amount distributed will be reduced by any amounts that Barclays or the depositary must withhold on account of taxes.

 

If Barclays makes a non-cash distribution in respect of any deposited ordinary shares, the depositary will distribute the property it receives to ADR holders, after deduction or upon payment of any taxes, charges and fees provided for in the deposit agreement, in proportion to their holdings of ADSs. If a distribution that Barclays makes in respect of deposited ordinary shares consists of a dividend in, or free distribution of, ordinary shares, the depositary may, and will, if Barclays requests, distribute to ADR holders, in proportion to their holdings of ADSs, additional ADRs evidencing an aggregate number of ADSs representing the amount of ordinary shares received as such dividend or free distribution. If the depositary

does not distribute additional ADRs, each ADS will from then forward also represent the additional ordinary shares distributed in respect of the deposited ordinary shares before the dividend or free distribution.

 

If the depositary determines that any distribution of property, other than cash or ordinary shares, cannot be made proportionately among ADR holders or if for any other reason, including any requirement that Barclays or the depositary withhold an amount on account of taxes or other governmental charges, the depositary deems that such a distribution is not feasible, the depositary may dispose of all or part of the property in any manner, including by public or private sale, that it deems equitable and practicable. The depositary will then distribute the net proceeds of any such sale (net of any fees and expenses of the depositary provided for in the deposit agreement) to ADR holders as in the case of a distribution received in cash.

 

Record Date

 

Whenever any dividend or other distribution becomes payable or shall be made in respect of ordinary shares, or the depositary receives notice of any meeting at which holders of ordinary shares are entitled to vote, the depositary will fix a record date for the determination of the ADR holders who are entitled to receive the dividend or distribution, or to give instructions for the exercise of voting rights at the meeting, subject to the provisions of the deposit agreement. This record date will be as near as practicable to the corresponding record date Barclays sets.

 

Voting of the Underlying Deposited Securities

 

When the depositary receives notice of any meeting or solicitation of consents or proxies of holders of ordinary shares, it will, at Barclays written request and as soon as practicable thereafter, mail to the record holders of ADRs a notice including:

 

 

The depositary has agreed that it will endeavor, insofar as practical, to vote or cause to be voted the ordinary shares in accordance with any written non-discretionary instructions of record holders of ADRs that it receives on or before the record date set by the depositary. The depositary will not vote the ordinary shares except in accordance with such instructions or deemed instructions.

 

If the depositary does not receive instructions from any ADR holder on or before the date the depositary establishes for this purpose, the depositary will deem such holder to have directed the depositary to give a discretionary proxy to a designated member or members of the Barclays Board. However, the depositary will not give a discretionary proxy to a designated member or members of the Barclays Board with respect to any matter as to which Barclays informs the depositary that:

 

 

Holders of ADRs evidencing ADSs will not be entitled to vote ordinary shares directly.

Inspection of Transfer Books

 

The depositary will, at its corporate trust office in New York City, keep books for the registration and transfer of ADRs. These books will be open for inspection by ADR holders at all reasonable times. However, this inspection may not be for the purpose of communicating with ADR holders in the interest of a business or object other than Barclays business or a matter related to the deposit agreement or the ADRs.

 

Reports and Notices

 

Barclays will furnish the depositary with Barclays annual reports. The depositary will make available at its corporate trust office in New York City, for any ADR holder to inspect, any reports and communications received from Barclays that are both received by the depositary as holder of ordinary shares and made generally available by Barclays to the holders of those ordinary shares. This includes Barclays annual report and accounts. Upon written request, the depositary will mail copies of those reports to ADR holders as provided in the deposit agreement.

 

On or before the first date on which Barclays gives notice, by publication or otherwise, of:

 

 

Barclays has agreed to transmit to the depositary and the custodian a copy of the notice in the form given or to be given to holders of the ordinary shares. If requested in writing by Barclays, the depositary will, at Barclays expense, arrange for the prompt transmittal or mailing of such notices, and any other reports or communications made generally available to holders of the ordinary shares, to all holders of ADRs evidencing ADSs.

 

Amendment and Termination of the Deposit Agreement

 

The form of ADRs evidencing ADSs and any provisions of the deposit agreement relating to those ADRs may at any time and from time to time be amended by agreement between Barclays and the depositary, without the consent of holders of ADRs, in any respect which Barclays may deem necessary or advisable. Any amendment that imposes or increases any fees or charges, other than taxes and other governmental charges, registration fees, transmission costs, delivery costs or other such expenses, or that otherwise prejudices any substantial existing right of holders of outstanding ADRs evidencing ADSs, will not take effect as to any ADRs until 30 days after notice of the amendment has been given to the record holders of those ADRs. Every holder of any ADR at the time an amendment becomes effective, will be deemed to continue to hold the ADR and to consent and agree to the amendment and to be bound by the Barclays deposit agreement or the ADR as amended. No amendment may impair the right of any holder of ADRs to surrender ADRs and receive in return the ordinary shares represented by the ADSs.

 

Whenever Barclays directs, the depositary has agreed to terminate the deposit agreement as to ADRs evidencing ADSs by mailing a termination notice to the record holders of all ADRs then outstanding at least 30 days before the date fixed in the notice of termination. The depositary may likewise terminate the deposit agreement as to ADRs evidencing ADSs by mailing a termination notice to Barclays and the record holders of all ADRs then outstanding if at any time 90 days shall have expired since the depositary delivered a written notice to Barclays of its election to resign and a successor depositary shall not have been appointed and accepted its appointment.

 

If any ADRs evidencing ADSs remain outstanding after the date of any termination, the depositary will then:

 

 

 

The depositary will, however, continue to collect dividends and other distributions pertaining to the ordinary shares. It will also continue to sell rights and other property as provided in the deposit agreement and deliver ordinary shares, together with any dividends or other distributions received with respect to them and the net proceeds of the sale of any rights or other property, in exchange for ADRs surrendered to it.

 

At any time after the expiration of one year from the date of termination of the deposit agreement as to ADRs evidencing ADSs, the depositary may sell the ordinary shares then held. The depositary will then hold uninvested the net proceeds of any such sales, together with any other cash then held by it under the deposit agreement in respect of those ADRs, unsegregated and without liability for interest, for the pro rata benefit of the holders of ADRs that have not previously been surrendered.

 

Charges of the Depositary

 

The depositary will charge the party to whom it delivers ADRs against deposits, and the party surrendering ADRs for delivery of ordinary shares or other deposited securities, property and cash, $5.00 or less for each 100, or fraction of 100, ADSs evidenced by the ADRs issued or surrendered. The depositary may charge holders of ADSs a fee for the distribution of securities in an amount equal to the fee that would have been payable if the distributed securities were shares and were deposited for issuance of ADSs. The depositary will charge holders of ADSs a fee of $0.02 or less per ADS per year for depositary services. Barclays will pay all other charges of the depositary and those of any registrar, co-transfer agent and co-registrar under the deposit agreement, but unless otherwise specified, Barclays will not pay:

 

 

Holders of ADRs will be responsible for any taxes or other governmental charges payable on their ADRs or on the ordinary shares underlying their ADRs. The depositary may refuse to transfer ADRs or allow holders of ADRs to withdraw the ordinary shares underlying their ADRs until such taxes or other charges are paid. It may apply payments owed to holders of ADRs or sell deposited ordinary shares underlying the ADRs to pay any taxes owed, and holders of ADRs will remain liable for any deficiency. If the depositary sells deposited ordinary shares, it will, if appropriate, reduce the number of ADSs to reflect the sale and pay to holders of ADRs any proceeds, or send to holders of ADRs any property, remaining after it has paid the taxes.

 

General

 

Neither the depositary nor Barclays will be liable to ADR holders if prevented or forbidden or delayed by any present or future law of any country or by any governmental authority, any present or future provision of Barclays articles of association or of the ordinary shares, or any act of God or war or other circumstances beyond its control in performing its obligations under the deposit agreement. The obligations of each of the depositary and Barclays under the deposit agreement are expressly limited to performing its duties without gross negligence or bad faith.

 

If any ADSs are listed on one or more stock exchanges in the United States, the depositary will act as registrar or appoint a registrar or one or more co-registrars for registration of the ADRs evidencing the ADSs

in accordance with any exchange requirements. The depositary may remove the registrars or co-registrars and appoint a substitute(s).

 

The ADRs evidencing ADSs are transferable on the books of the depositary or its agent. However, the depositary may close the transfer books as to ADRs evidencing ADSs at any time when it deems it expedient to do so in connection with the performance of its duties or at request. As a condition precedent to the execution and delivery, registration of transfer, split-up, combination or surrender of any ADR or withdrawal of any ordinary shares, the depositary or the custodian may require the person presenting the ADR or depositing the ordinary shares to pay a sum sufficient to reimburse it for any related tax or other governmental charge and any share transfer or registration fee and any applicable fees payable as provided in the deposit agreement. The depositary may withhold any dividends or other distributions, or may sell for the account of the holder any part or all of the ordinary shares evidenced by the ADR, and may apply those dividends or other distributions or the proceeds of any sale in payment of the tax or other governmental charge. The ADR holder will remain liable for any deficiency.

 

Any ADR holder may be required from time to time to furnish the depositary or the custodian with proof satisfactory to the depositary of citizenship or residence, exchange control approval, information relating to the registration on Barclays books or those that the registrar maintains for Barclays for the ordinary shares in registered form, or other information, to execute certificates and to make representations and warranties that the depositary deems necessary or proper. Until those requirements have been satisfied, the depositary may withhold the delivery or registration of transfer of any ADR or the distribution or sale of any dividend or other distribution or proceeds of any sale or distribution or the delivery of any deposited ordinary shares or other property related to the ADR. The delivery, transfer and surrender of ADRs may be suspended during any period when the transfer books of the depositary are closed or if Barclays or the depositary deems it necessary or advisable.

 

The deposit agreement and the ADRs are governed by and construed in accordance with the laws of the State of New York.

 

The following table shows the high and low sales price for the periods indicated, based on mid-market prices at close of business on the London Stock Exchange and the high and low sale price for ADSs as reported on the New York Stock Exchange composite tape.

 

 

 

 

 

The discussion that follows is divided into five sections. Section A concerns the subscription by holders of ADSs. Section B concerns the subscription by holders of ordinary shares. Section C concerns share plans and Sharestore. Section D describes dividends and our dividend policy in connection with the offering. Section E describes the dilutive effects of the offering and the approximate holdings of Qatar Investment Authority, Challenger, SMBC, China Development Bank, Temasek and certain other placees following the offering.

 

Introduction

 

We are offering to holders of ordinary shares the ability to subscribe for new ordinary shares and, through The Bank of New York, our depositary and ADS subscription agent, to holders of ADSs the ability to subscribe for new ADSs, representing new ordinary shares. The new ordinary shares are being issued globally; only a portion of them are being offered, sold or issued in the United States pursuant to the open offer. In conjunction with the open offer, we are also conducting a firm placing of 168,918,918 new ordinary shares of Barclays to an investor outside the United States. In addition, certain investors outside the United States have severally committed to purchase the ordinary shares that are not subscribed for in the open offer pursuant to the conditional placing. See “Plan of Distribution”.

 

Section A. Subscription by Holders of ADSs

 

This section applies to you if you hold ADSs. If you are a holder of ordinary shares in the United States, see “Section B. Subscription by Holders of Ordinary Shares” below.

 

Timetable

 

The expected timetable below lists certain important dates relating to the offering to holders of ADSs of new ADSs pursuant to the open offer.⁽¹⁾ If for any reason it becomes necessary to adjust the expected timetable as set out in this document, Barclays will make an appropriate announcement through Mellon Investor Services LLC giving details of the revised dates. All times referred to in this timetable are New York City times.

 

 

 

 

Suspension of Issuance and Cancellation of ADSs

 

From the announcement of the open offer on June 25, 2008 until 5:00 p.m. on July 2, 2008, the Bank of New York, as depositary of the ADS facility, will suspend the issuance and cancellation of ADSs. Therefore, if a trade to issue new ADSs was initiated prior to June 25, 2008 and scheduled to settle on or following such date, the suspension of the ADS facility on June 25, 2008 will prevent such settlement from occurring, and the party to whom such ADSs will be ultimately issued will not be entitled to participate in the open offer. Please contact Mellon Investor Services LLC, the information agent, for more information.

ADS Open Offer Record Date

 

The record date for determining those holders of ADSs who are eligible to participate in the open offer is 5:00 p.m. on July 2, 2008. Purchasers of ADSs whose trades settle after the record date on July 2, 2008 will not be entitled to participate in the open offer. For more information, please contact your financial advisor or Mellon Investor Services LLC, the information agent, if you have purchased or sold, or intend to purchase or sell, ADSs prior to the ADS record date in order to determine whether or not you are eligible to participate in the open offer.

 

ADS Open Offer Subscription Period

 

The latest date for receipt of completed subscription forms and payment in full of the amount of the deposit in respect of the subscription price for new ADSs as contemplated above pursuant to the open offer will be 11:00 a.m., New York City time, on July 14, 2008. The ADS subscription period starts after and ends before the subscription period for new ordinary shares.

 

Subscription for new ADSs is irrevocable upon subscription and may not be canceled or modified after such subscription, except in the limited circumstances described below under “— Withdrawal Rights”. Pursuant to the conditional placing, the conditional placees have agreed to take up, at the subscription price, any new ordinary shares not subscribed for by holders of ADSs under the open offer, subject to the conditions described under “Plan of Distribution” herein. The terms of the arrangements between Barclays and the conditional placees are contained in their respective subscription agreements, details of which are set out under “Plan of Distribution”.

 

ADS Subscription Forms

 

You have the right to subscribe for 3 new ADSs for every 14 ADSs you own on the ADS record date. We have arranged for our ADS subscription agent, The Bank of New York, to send registered holders of ADSs an ADS subscription form showing the number of new ADSs for which they are entitled to subscribe. If you are a beneficial owner of ADSs, you should contact your financial intermediary through which you hold ADSs to determine the number of new ADSs for which you are entitled to subscribe.

 

ADS Subscription Agent

 

The Bank of New York is acting as agent to accept subscriptions to the new ADSs.

 

Fractional Entitlements

 

Fractions of new ADSs will not be allotted in the open offer and fractional entitlements under the open offer will be rounded down to the nearest whole number of new ADSs. Accordingly, if you hold fewer than 5 existing ADSs, you will not be entitled to subscribe for any new ADSs.

 

ADS Subscription Price

 

The estimated ADS subscription price is $22.23 per new ADS subscribed. As each ADS represents four ordinary shares, the estimated ADS subscription price is four times the U.S. dollar equivalent of the share subscription price, using an exchange rate of $1.9707 per pound sterling (the Federal Reserve Bank of New York’s noon buying rate on June 24, 2008). The actual subscription price per offered ADS will be four times the ordinary share subscription price of 282 pence, translated into U.S. dollars on or about July 15, 2008.

 

To subscribe for new ADSs, a holder of existing ADSs must deposit with The Bank of New York, the subscription agent for the ADSs, $24.45 per new ADS so subscribed, which represents 110% of the estimated new ADS subscription price. This additional amount over and above the estimated ADS subscription price is to increase the likelihood that the ADS subscription agent will have sufficient funds to pay the actual ADS subscription price in light of a possible appreciation of the pound sterling against the U.S. dollar between the date hereof and the end of the ADS subscription period and to pay foreign currency conversion expenses, the depositary’s issuance fee of $0.02 per new ADS and to meet the cost of the 1.5%

U.K. SDRT payable by the depositary in connection with the issue of the ADSs. If the actual U.S. dollar price, plus the issuance fee, currency conversion expenses and SDRT, is less than the deposit amount, the ADS subscription agent will refund such excess U.S. dollar subscription price to the subscribing ADS holder without interest. If there is a deficiency, the ADS subscription agent will not deliver the offered ADSs to such subscribing ADS holder until it has received payment of the deficiency. The ADS subscription agent may sell a portion of your new ADSs to cover the deficiency if not paid within 14 calendar days from notice of the deficiency.

 

Method of Subscription and Payment

 

You may subscribe for the offered ADSs as follows:

 

Subscription by brokers and banks

 

If you hold ADSs through DTC, you can subscribe for the new ADSs by delivering completed subscription instructions through DTC’s PTOP Function on the “agent subscriptions over PTS” procedure and instructing DTC to charge your applicable DTC account for the ADS deposit amount for the new ADSs and to deliver such amount to the ADS subscription agent. DTC must receive the subscription instructions and the payment of the ADS deposit amount for the new ADSs so as to allow DTC sufficient time to transmit the subscription instructions and payment of the ADS deposit amount to the ADS subscription agent prior to the expiration of the ADS subscription period. If the deposit amount instructions and payment with respect to the new ADSs are not received by the ADS subscription agent by the end of the ADS subscription period, the ADS subscription agent will not be authorized to, and consequently will not, accept any delivery or exercise of subscription instructions with respect to those ADSs.

 

Subscription by beneficial owners

 

If you are a beneficial owner of ADSs and wish to subscribe for new ADSs but are neither a DTC participant nor a registered holder of ADSs, you should timely contact the financial intermediary through which you hold ADSs to arrange for subscription of the new ADSs and to arrange for payment of the ADS deposit amount. You are urged to consult your financial intermediary without delay in case your financial intermediary is unable to act immediately.

 

Subscription by registered holders

 

If you are a holder of ADSs registered directly with the depositary, you can subscribe for the new ADSs by delivering to the ADS subscription agent a properly completed ADS subscription form and paying in full the ADS deposit amount for the new ADSs. Payment must be made by certified check or bank draft payable to “The Bank of New York — Barclays PLC ADS Open Offer”.

 

The properly completed ADS subscription form and payment should be delivered to:

 

 

The ADS subscription agent must receive the ADS subscription form and payment of the ADS deposit amount on or before the end of the ADS subscription period. Deposit in the mail will not constitute delivery to the ADS subscription agent. The ADS subscription agent has discretion to refuse to accept any improperly completed or unexecuted ADS subscription form.

You will elect the method of delivering the ADS subscription form and paying the ADS deposit amount to the ADS subscription agent and you will bear any risk associated with it. If you send the ADS subscription form and payment by mail, you should use registered mail, properly insured, with return receipt requested, and allow sufficient time to ensure delivery to the ADS subscription agent.

 

Subscriptions and full payment must be received by the ADS subscription agent prior to 11:00 a.m., New York City time, on July 14, 2008.

 

We and the ADS subscription agent will determine all questions about the timeliness, validity, form and eligibility any subscription for the offered ADSs. In our sole discretion, we may waive any defect or irregularity, or permit you to correct a defect or defects and irregularity within the time we and the ADS subscription agent determine. ADS subscription forms will not be considered received or accepted until we and the ADS subscription agent have waived all irregularities or you have cured them in time. Neither we nor the ADS subscription agent has to notify you of any defect or irregularity in submitting an ADS subscription form. We and the ADS subscription agent will not incur any liability for failing to do so.

 

By completing and delivering an ADS subscription form, you:

 

 

If you do not wish to subscribe for any new ADSs under the open offer, you should not complete or return the ADS subscription form.

 

Unexercised Entitlements

 

The open offer is not a rights issue. New ADSs not subscribed for under the open offer will not be sold in the open market for the benefit of those who do not subscribe under the open offer, and ADS holders who do not subscribe for new ADSs will have no rights under the open offer. Any new ordinary shares which are not subscribed for by holders of ADSs under the open offer will be issued to the conditional placees pursuant to the conditional placing subject to the terms and conditions of the relevant subscription agreements, with the proceeds retained for the benefit of Barclays. See “Plan of Distribution”.

Partial Subscription for New ADSs

 

Subject to the requirements for the subscription for new ADSs contained herein:

 

 

Condition of the Open Offer

 

The open offer is conditional only on admission of the new ordinary shares to the official list of the U.K. Listing Authority and to trading on the London Stock Exchange becoming effective by not later than 8:00 a.m. on July 22, 2008 (or such later time and/or date as we may determine, not being later than 8:00 a.m. on August 6, 2008). Accordingly, if this condition is not satisfied the open offer will not proceed and any subscriptions made by shareholders will be rejected. In such circumstances, payments will be returned without payment of interest, as soon as practicable thereafter.

 

Dealings in New ADSs

 

We will apply to list the new ADSs on the New York Stock Exchange. We expect the listing to become effective on or about July 22, 2008.

 

Delivery of New ADSs

 

The ADS depositary will deliver the new ADSs as soon as practicable after the delivery of the underlying new ordinary shares to the depositary’s custodian by credit to its book-entry account in CREST expected to be on or around July 22, 2008.

 

Ranking

 

The new ADSs will rank pari passu with the existing ADSs. If you have elected to receive dividends by way of ordinary shares under The Bank of New York’s Global Buy Direct Program in respect of Barclays, this election will continue unless a new election is made to receive a cash dividend. Such new election must be made by September 10, 2008 to be effective for the interim dividend that is intended to be paid on October 1, 2008.

 

Withdrawal Rights

 

To the extent reasonably feasible, Barclays will cause the ADS subscription agent to seek to extend to ADS holders who have subscribed into the open offer withdrawal rights if and to the extent that holders of ordinary shares are entitled to exercise or direct the exercise of statutory withdrawal pursuant to applicable U.K. statute (section 87Q(4) of the Financial Services and Markets Act 2000) after the issue by Barclays of a prospectus supplementing its U.K. prospectus that has been approved by the U.K. Listing Authority in connection with the open offer. To exercise any such withdrawal rights, you will have to lodge a written notice of withdrawal within two business days in England and Wales commencing on the business day immediately after the date on which the supplementary prospectus is published, which would be announced by the U.S. information agent, but in any event prior to 11:00 a.m., New York City time, on July 14, 2008. The withdrawal notice must include the full name and address of the person wishing to exercise withdrawal rights. The notice of withdrawal must be deposited by hand only (during normal business hours only) with The Bank of New York, as ADS subscription agent, at 480 Washington Blvd., 27th Floor, Jersey City, New Jersey, 07310 or sent by facsimile at 201-680-4626 to the ADS subscription agent so as to be received before the end of the withdrawal period. If the person exercising withdrawal rights has deposited an ADS subscription form, the withdrawal notice must include an original signature signed in the

same manner as the related ADS subscription form. Notice of withdrawal given by any other means or which is deposited with the ADS subscription agent after the expiry of such period will not constitute a valid withdrawal. In no case will Barclays permit the exercise of withdrawal rights after payment by the relevant person for new ADSs subscribed for in full and the allotment of such new ADSs to such person has become unconditional (as a result of the condition described above under “— Condition of the Open Offer” having been satisfied) save to the extent required by U.K. law. In such event, holders of ADSs are advised to seek independent legal advice.

 

The Information Agent and ADS Holder Helpline

 

Mellon Investor Services LLC is acting as information agent for the ADS open offer. If you have any questions on the subscription of new ADSs, please telephone 1-877-282-6527 (toll-free from the United States and Canada) or 1-201-680-6579 (collect from outside the United States and Canada). This helpline is available from 9:00 a.m. to 7:00 p.m. (New York City time) Monday to Friday.

 

Please note that the helpline will only be able to provide you with information contained in the prospectus, and will not be able to give advice on the merits of the open offer or to provide financial advice.

 

Section B. Subscription by Holders of Ordinary Shares

 

This section applies to you if you hold ordinary shares in certificated form and not ADSs.

 

If you hold your shares in uncertificated form in CREST, the U.K. system of paperless settlement of trades and the holder of uncertificated securities (“CREST”) operated by Euroclear U.K. & Ireland Limited, the operator of CREST, the procedures for subscribing for new ordinary shares in the open offer are different from those described in this Section B. If you hold your shares in uncertificated form via CREST, you should contact your financial intermediary or nominee through which you hold your shares for more information to subscribe for new ordinary shares. If you do not know whether you hold your ordinary shares in certificated form or in CREST, you should contact Mellon Investor Services LLC by calling toll-free from the United States and Canada at 1-877-282-6527 or collect from outside the United States and Canada at 1-201-680-6579.

 

Timetable

 

The timetable for the offering is envisaged as follows.⁽¹⁾ If for any reason it becomes necessary to adjust the expected timetable as set out in this document, Barclays will make an appropriate announcement through Mellon Investor Services LLC giving details of the revised dates. All times referred to in this timetable are London time.

 

 

 

Ordinary Share Open Offer Record Date

 

The record date for determining those holders of ordinary shares who are eligible to participate in the ordinary share open offer is close of business in London on June 24, 2008.

 

Ordinary Share Open Offer Subscription Period

 

Completed ordinary share subscription forms and payment should be returned so as to be received by Equiniti Limited, the ordinary share registrar (the “Registrar”), no later than 11:00 a.m., London time, on July 17, 2008.

 

Subscription for new ordinary shares is irrevocable upon subscription and may not be cancelled or modified after such subscription, except for the limited circumstances as described below under “— Withdrawal Rights”. The conditional placees have agreed subject to the conditions described under “Plan of Distribution” herein to subscribe for the new ordinary shares offered in the open offer and not taken up by valid subscriptions by shareholders under the open offer at the issue price. The terms of the arrangements between Barclays and the conditional placees are contained in their respective subscription agreements, details of which are set out under “Plan of Distribution”.

 

Ordinary Share Subscriptions

 

You have the right to subscribe for up to 3 new ordinary shares for every 14 ordinary shares you own on the ordinary share record date.

 

You may subscribe for any number of new ordinary shares up to and including your pro rata entitlement which is equal to the number of new ordinary shares shown on your ordinary share subscription form. No subscription for new ordinary shares in excess of this pro rata entitlement will be met and any shareholder so subscribing, and whose subscription is otherwise valid in all respects, will be deemed to have subscribed for the maximum entitlement as specified on the ordinary share subscription form, or as otherwise notified to him or her (and any monies received in excess of the amount due will be returned to the shareholder, without interest as soon as practicable thereafter by way of check at the shareholder’s sole risk).

 

Bona Fide Market Claims

 

Subscriptions to acquire new ordinary shares may only be made on the ordinary share subscription form and may only be made by the holder of ordinary shares named in it or by a person entitled by virtue of a bona fide market claim in relation to a purchase of existing ordinary shares through the market prior to the date upon which the existing ordinary shares were marked “ex” the entitlement to participate in the open offer. Ordinary share subscription forms may not be assigned, transferred or split, except to satisfy bona fide market claims up to 3:00 p.m., London time, on July 15, 2008. The ordinary share subscription form is not a negotiable document and cannot be separately traded. If you are a holder of ordinary shares who has sold or otherwise transferred all or part of your holding of existing ordinary shares prior to the date upon which the existing ordinary shares were marked “ex” the entitlement to participate in the open offer, you should consult your broker or other professional adviser as soon as possible, as the invitation to acquire new ordinary shares under the open offer may be a benefit which may be claimed by the transferee. If you have sold all or part of your registered holdings, you should complete Box 4 on the ordinary share subscription form that you may have received and immediately send it to the stockbroker, bank or other agent through whom the sale or transfer was effected for transmission to the purchaser or transferee. The ordinary share subscription form should not, however, be forwarded to or transmitted in or into Australia, Japan or South Africa. You should follow the procedures set out in the accompanying ordinary share subscription form.

Procedures for Subscription

 

You may subscribe for all or any of the new ordinary shares to which you are entitled and should complete the ordinary share subscription form in accordance with the instructions printed on it. Completed ordinary share subscription forms should be posted in the accompanying reply-paid envelope or returned by post or by hand (during normal office hours in London only) to the Registrar to Barclays PLC, Corporate Actions, The Causeway, Worthing, West Sussex BN99 6DA (who will act as receiving agent in connection with the open offer for new ordinary shares) so as to be received by the Registrar by no later than 11:00 a.m., London time, on July 17, 2008, after which time the subscriptions will not be valid. Subscriptions, once made, will be irrevocable and receipt thereof will not be acknowledged.

 

Completed ordinary share subscription forms should be returned with a check or banker’s draft drawn in sterling on a bank or building society in the U.K. which is either a member of the Check and Credit Clearing Company Limited or the CHAPS Clearing Company Limited or a member of either of the committees of the Scottish or Belfast Clearing Houses or which has arranged for its check and banker’s drafts to be cleared through facilities provided by any of those companies or committees. Such checks or banker’s drafts must bear the appropriate sort code in the top right-hand corner and must be for the full amount payable on application. Checks should be drawn on a personal account in respect of which the shareholder has sole or joint title to the funds and should be made payable to “Barclays PLC — Open Offer” and crossed “A/C Payee Only”. Third party checks (other than building society checks or banker’s drafts where the building society or bank has confirmed that the relevant shareholder has title to the underlying funds) will be subject to the Money Laundering Regulations which would delay you from receiving their new ordinary shares (see “— Money Laundering Regulations” below). Payments via CHAPS, BACS or electronic transfer will not be accepted.

 

Checks and banker’s drafts will be presented for payment on receipt and it is a term of the open offer for new ordinary shares that checks and banker’s drafts will be honored on first presentation. We may elect to treat as valid or invalid any subscriptions made by eligible shareholders in respect of which checks are not so honored. If checks or banker’s drafts are presented for payment before the conditions of the placing and open offer are fulfilled, the subscription monies will be kept in a separate interest bearing bank account with any interest being retained for us until all conditions are met. If the placing and open offer do not become unconditional, no new ordinary shares will be issued, and all monies will be returned (at the subscriber’s sole risk), without payment of interest, to subscribers as soon as practicable following the lapse of the placing and open offer.

 

If you are a beneficial owner of ordinary shares and you wish to subscribe for new ordinary shares, you should timely contact the financial intermediary through which you hold ordinary shares to arrange for the subscription of the new ordinary shares and to arrange payment of the new ordinary shares.

 

We may in our sole discretion, but shall not be obliged to, treat an ordinary share subscription form as valid and binding on the person by whom or on whose behalf it is lodged, even if not completed in accordance with the relevant instructions or not accompanied by a valid power of attorney where required, or if it otherwise does not strictly comply with the terms and conditions of the open offer. We further reserve the right (but shall not be obliged) to accept either:

 

 

Multiple ordinary share subscription forms will not be accepted. All documents and remittances sent by post by or to you (or as you may direct) will be sent at your own risk.

 

By completing and delivering an ordinary share subscription form, you:

 

 

If you do not wish to subscribe for any new ordinary shares under the open offer, you should not complete or return the ordinary share subscription form.

 

Deposits into, and Withdrawals from, CREST

 

If you have received an ordinary share subscription form in respect of your entitlement to new ordinary shares, you can convert your entitlement into an uncertificated entitlement by depositing such entitlement into CREST. Normal CREST procedures (including timings) apply in relation to any such deposit, subject to the conditions as set out in the ordinary share subscription form. Similarly, entitlements to subscribe for new ordinary shares held in CREST may be withdrawn from CREST so that the entitlement under the open offer is reflected in an ordinary share subscription form. For more information on the procedure to deposit your entitlements into CREST and to then subscribe for new ordinary shares via CREST or to withdraw your entitlement from CREST, contact your nominee for advice on how to take such actions. If you do not have a nominee that is a sponsor of CREST, contact Mellon Investor Services LLC, the information agent, for more information.

Fractional Entitlements

 

Fractions of new ordinary shares will not be allotted in the open offer and fractional entitlements under the open offer will be rounded down to the nearest whole number of new ordinary shares. Accordingly, if you hold fewer than 5 existing ordinary shares, you will not be entitled to subscribe for any new ordinary shares.

 

Ordinary Share Issue Price

 

You will need to pay the ordinary share issue price of 282 pence for each new ordinary share that you wish to subscribe for. The issue price of 282 per new ordinary share represents a 9.3% discount to the closing mid-market price of 310.75 per ordinary share on June 24, 2008.

 

Method of Subscription and Payment

 

Shareholders who hold their existing ordinary shares in certificated form will be allotted new ordinary shares in certificated form. Shareholders who hold part of their existing ordinary shares in uncertificated form will be allotted new ordinary shares in uncertificated form to the extent that their entitlement to new ordinary shares arises as a result of holding existing ordinary shares in uncertificated form.

 

If you do not wish to subscribe for new ordinary shares, you should neither complete nor return the ordinary share subscription form.

 

All payments must be in pounds sterling.

 

Withdrawal Rights

 

Under U.K. statute (section 87Q(4) of the Financial Services and Markets Act 2000), persons are entitled to exercise or direct the exercise of statutory withdrawal after the issue by Barclays of a prospectus supplementing its U.K. prospectus that has been approved by the U.K. Listing Authority in connection with the open offer. To exercise any such withdrawal right, you will have to lodge a written notice of withdrawal within two business days in England and Wales commencing on the business day immediately after the date on which the supplementary prospectus is published, which would be announced by the U.S. information agent. The withdrawal notice must include the full name and address of the person wishing to exercise statutory withdrawal rights. If such persons hold their ordinary shares through CREST, they should contact their financial intermediary for more information on the procedure to exercise withdrawal rights in these circumstances. The notice of withdrawal must be deposited by hand only (during normal business hours only) with the Registrar to Barclays PLC, Corporate Actions, The Causeway, Worthing, West Sussex BN99 6DA or by facsimile to Registrar (please call the Registrar on 0871 384 2903 or, if calling from outside the U.K. on +44121 415 0250 for further details) so as to be received before the end of the withdrawal period. Notice of withdrawal given by any other means or which is deposited with the Registrar after the expiry of such period will not constitute a valid withdrawal, provided that Barclays will not permit the exercise of withdrawal rights after payment by the relevant person for new ordinary shares subscribed for in full and the allotment of such new ordinary shares to such person becoming unconditional save to the extent required by statute. In such event, shareholders are advised to seek independent legal advice.

 

Condition of the Open Offer

 

The open offer is conditional only on admission of the new ordinary shares to the official list of the U.K. Listing Authority and to trading on the London Stock Exchange becoming effective by not later than 8:00 a.m., London time, on July 22, 2008 (or such later time and/or date as the Company may determine, not being later than 8:00 a.m. on August 6, 2008). Accordingly, if this condition is not satisfied the open offer will not proceed and any subscriptions made by shareholders will be rejected. In such circumstances, payments will be returned without payment of interest, as soon as practicable thereafter.

Unexercised Entitlements

 

The open offer is not a rights offer. New ordinary shares not subscribed for under the open offer will not be sold in the open market for the benefit of those who do not apply under the open offer and ordinary shareholders will have no rights under the open offer. Your entitlement to subscribe for new ordinary shares is not transferable, except in limited circumstances in connection with bona fide market claims as discussed above under “— Bona Fide Market Claims.” Any new ordinary shares which are not subscribed for by holders of ordinary shares under the open offer will be issued to the conditional placees subject to the terms and conditions of the relevant subscription agreements, with the proceeds retained for the benefit of Barclays. See “Plan of Distribution.”

 

Dealings in New Ordinary Shares

 

We will apply for admission of the new ordinary shares to listing on the official list of the U.K. Listing Authority and to trading on the London Stock Exchange. It is expected that the admission to listing on the official list of the U.K. Listing Authority and to trading on the London Stock Exchange become effective on July 22, 2008 and that dealings for normal settlement in the new ordinary shares will commence at 8:00 a.m., London time, on the same day.

 

Delivery of New Ordinary Shares

 

Share certificates in respect of the new ordinary shares validly applied for are expected to be dispatched by post by July 25, 2008. No temporary documents of title will be issued; pending the issue of definitive certificates, transfers will be certified against the U.K. share register of Barclays. All documents or remittances sent by or to applicants, or as they may direct, will be sent through the post at their own risk.

 

Ranking

 

When issued and fully paid, the new ordinary shares will rank pari passu with the existing ordinary shares.

 

The Information Agent and Shareholder Helpline

 

Mellon Investor Services LLC is acting as information agent for the open offer for new ordinary shares. If you have any questions on the subscription of new ordinary shares, please telephone 1-877-282-6527 (toll-free from the United States and Canada) or 1-201-680-6579 (collect from outside the United States and Canada). This helpline is available from 9:00 a.m. to 7:00 p.m. (New York City time) Monday to Friday.

 

Please note that the helpline will only be able to provide you with information contained in the prospectus, and will not be able to give advice on the merits of the open offer or to provide financial advice.

 

Money Laundering Regulations

 

To ensure compliance with the U.K. Money Laundering Regulations 1993 (SI 1993 No. 1933), as amended, and the U.K. Money Laundering Regulations 2003 (SI 2003 No. 3075) (the “Money Laundering Regulations”), the Registrar may require, at its absolute discretion, verification of the identity of the person by whom or on whose behalf the ordinary share subscription form is lodged with payment (which requirements are referred to below as the “verification of identity requirements”). If the ordinary share subscription form is submitted by a U.K. regulated broker or intermediary acting as agent and which is itself subject to the Money Laundering Regulations, any verification of identity requirements are the responsibility of such broker or intermediary and not of the Registrar. In such case, the lodging agent’s stamp should be inserted on the ordinary share subscription form.

 

The person lodging the ordinary share subscription form with payment and in accordance with the other terms as described above (the “acceptor”), including any person who appears to the Registrar to be acting on behalf of some other person, accepts the open offer in respect of such number of new ordinary shares as is referred to therein shall thereby be deemed to agree to provide the Registrar with such

information and other evidence as the Registrar may require to satisfy the verification of identity requirements.

 

If the Registrar determines that the verification of identity requirements apply to any acceptor or application, the relevant new ordinary shares (notwithstanding any other term of the open offer) will not be issued to the relevant acceptor unless and until the verification of identity requirements have been satisfied in respect of that acceptor or application. The Registrar is entitled, in its absolute discretion, to determine whether the verification of identity requirements apply to any acceptor or application and whether such requirements have been satisfied, and neither the Registrar nor the Company will be liable to any person for any loss or damage suffered or incurred (or alleged), directly or indirectly, as a result of the exercise of such discretion.

 

If the verification of identity requirements apply, failure to provide the necessary evidence of identity within a reasonable time may result in delays in the delivery of share certificates or in crediting CREST accounts. If, within a reasonable time following a request for verification of identity, the Registrar has not received evidence satisfactory to it as aforesaid, the Company may, in its absolute discretion, treat the relevant application as invalid, in which event the monies payable on acceptance of the open offer will be returned (at the acceptor’s risk) without interest to the account of the bank or building society on which the relevant check or banker’s draft was drawn.

 

Submission of an ordinary share subscription form with the appropriate remittance will constitute a warranty from the applicant that the Money Laundering Regulations will not be breached by application of such remittance.

 

The verification of identity requirements will not usually apply: