Rights Issue Prospectus
Barclays PLC £5.8 billion (approx.) Rights Issue Prospectus (“Rights Issue”)
Please read this disclaimer carefully. It applies to all persons who access the Rights Issue Prospectus (the “Prospectus”) and/or the Related Document. By accessing the Prospectus and/or the Related Document and the information contained in it, you are deemed to have agreed to be bound by the terms and conditions below. (“Related Document” in this disclaimer shall mean the Barclays PLC Restated 2012 Financial Statements).
SOME OF THE MATERIALS AND INFORMATION IN THE PROSPECTUS HAVE NOT BEEN AND SHOULD NOT BE ACCESSED, RELEASED, PUBLISHED OR DISTRIBUTED, DIRECTLY OR INDIRECTLY, IN OR INTO CHINA, HONG KONG, JAPAN, SOUTH AFRICA, THE UNITED STATES, CANADA OR ANY OTHER JURISDICTION IF TO DO SO MAY CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION.
THE RIGHTS ISSUE IS NOW CLOSED AND NEITHER BARCLAYS, NOR THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES OR AGENTS (OR ANY RELATED PERSON OR ENTITY) ASSUMES ANY FURTHER RESPONSIBILITY IN RELATION TO THE CONTENTS OF THE PROSPECTUS, INCLUDING TO UPDATE ANY INFORMATION IN THIS PROSPECTUS.
ALL INFORMATION IN THE PROSPECTUS IS MADE AVAILABLE IN GOOD FAITH AND FOR INFORMATION PURPOSES ONLY.
No offer, no solicitation of an offer to buy securities
All information in the Prospectus and the Related Document is historic and is provided for information purposes only. Shares or securities in Barclays should not be traded in reliance on or as a result of information in the Prospectus or the Related Document which may not represent the current position of Barclays. The Rights Issue is now closed and the Prospectus does not under any circumstances or in any jurisdiction, constitute or form part of an offer to sell, or a solicitation of an offer to buy, any shares or securities in Barclays nor shall there be any sale of shares or securities in any jurisdiction in which such offer, solicitation or sale would be unlawful.
By accessing the Prospectus or the Related Document, you represent and warrant to Barclays that you are doing so for information purposes only.
Access to the website
Accessing the Prospectus may not be lawful in certain jurisdictions. In other jurisdictions, only certain categories of persons are permitted to access the Prospectus. It is your responsibility to satisfy yourself as to the full observance of any relevant laws and regulatory requirements. If you are in any doubt, you should not access the Prospectus. Neither Barclays nor their respective directors, officers, employees or agents (or any related person or entity) or any of their advisers assumes any responsibility for any violation by any person of any of these restrictions.
You are reminded that the information in the Prospectus has been made available to you on the basis that you are a person into whose possession such information may be lawfully delivered in accordance with the laws of the jurisdiction in which you are located and you may not, nor are you authorised to, deliver the information, electronically or otherwise, to any other person.
If you are not permitted to access the information in the Prospectus, or accessing the information would result in a breach of the above, or you are in any doubt as to whether you are permitted to access such information, please exit this page by clicking on the "I DISAGREE" link below and, if applicable, seek independent advice.
The Rights Issue is now closed but in the United States, the Rights Issue was made pursuant to a prospectus (the “US Prospectus”) that Barclays filed with the U.S. Securities and Exchange Commission (the “SEC”) on 16th September 2013. In addition, Barclays PLC filed a registration statement on Form F-3 (including a base prospectus) (Registration No. 333-173886) with the SEC relating to its ordinary shares and rights relating thereto. You may get these documents (including the US Prospectus) for free by visiting EDGAR on the SEC website at www.sec.gov or, in the case of the US Prospectus. Alternatively, copies of the US Prospectus may be obtained by contacting D.F. King & Co., Inc., 48 Wall Street, New York, NY 10005, +1 (212) 269-5550 (call collect) or +1 (800) 269-6427 (toll free in the US and Canada).
The Rights Issue is now closed but in Canada, the Rights Issue was made pursuant to a Canadian offering memorandum that included the US Prospectus (the “Canadian Offering Memorandum”). If you are a holder in Canada of existing ordinary shares or ADSs of Barclays and wish to obtain a copy of the Canadian Offering Memorandum, you may contact the bank, broker or financial intermediary through which you hold your existing ordinary shares or ADSs to request a copy of the Canadian Offering Memorandum. Copies of the Canadian Offering Memorandum may also be obtained by contacting D.F. King & Co., Inc., 48 Wall Street, New York, NY 10005, +1 (212) 269-5550 (call collect) or +1 (800) 269-6427 (toll free in the US and Canada).
No advice or representations
No information made available in the Prospectus or the Related Document is or purports to be investment, tax or other advice or is intended to provide the basis of any credit or other evaluation. Nor should any such information be considered a recommendation by Barclays or their respective directors, officers, employees or agents (or any related person or entity) to purchase or sell any shares or securities.
Neither Barclays or their respective directors, officers, employees or agents (or any related person or entity) makes any representation or warranty with respect to any information made available in the Prospectus.
Nothing shall under any circumstances create any implication that any information made available in the Prospectus or the Related Document is correct as of any time subsequent to the date of such information or that there has been no change to any such information or in the affairs of Barclays or any of its affiliates since the date of such information. Neither Barclays nor any of its affiliates or their respective directors, officers, employees or agents (or any related person or entity) has any duty to maintain or update any material in the Prospectus.
If you are in any doubt about any information or materials made available in the Prospectus or the Related Document, you should seek independent advice.
Forward looking statements
The Prospectus contains certain forward-looking statements within the meaning of Section 21E of the US Securities Exchange Act of 1934, as amended, and Section 27A of the US Securities Act of 1933, as amended, with respect to certain of Barclays plans and its current goals and expectations relating to its future financial condition and performance. Barclays cautions readers that no forward-looking statement is a guarantee of future performance and that actual results could differ materially from those contained in the forward-looking statements. These forward-looking statements can be identified by the fact that they do not relate only to historical or current facts. Forward-looking statements sometimes use words such as “may”, “will”, “seek”, “continue”, “aim”, “anticipate”, “target”, “projected”, “expect”, “estimate”, “intend”, “plan”, “goal”, “believe”, “achieve” or other words of similar meaning.
Examples of forward-looking statements include, among others, statements regarding the Barclays future financial position, income growth, assets, impairment charges and provisions, business strategy, capital, leverage and other regulatory ratios, payment of dividends (including dividend pay-out ratios), projected levels of growth in the banking and financial markets, projected costs, original and revised commitments and targets in connection with the Transform Programme, deleveraging actions, estimates of capital expenditures and plans and objectives for future operations and other statements that are not historical fact. By their nature, forward-looking statements involve risk and uncertainty because they relate to future events and circumstances. These may be affected by changes in legislation, the development of standards and interpretations under International Financial Reporting Standards (IFRS), evolving practices with regard to the interpretation and application of regulatory standards, the outcome of current and future legal proceedings and regulatory investigations, future levels of conduct provisions, the policies and actions of governmental and regulatory authorities, geopolitical risks and the impact of competition. In addition, factors including (but not limited to) the following may have an effect: capital, leverage and other regulatory rules (including with regard to the future structure of Barclays) applicable to past, current and future periods; UK domestic, Eurozone and global macroeconomic and business conditions; the effects of continued volatility in credit markets; market related risks such as changes in interest rates and foreign exchange rates; effects of changes in valuation of credit market exposures; changes in valuation of issued securities; volatility in capital markets; changes in credit ratings of Barclays; the potential for one or more countries exiting the Eurozone; the implementation of the Transform Programme; and the success of future acquisitions, disposals and other strategic transactions. A number of these influences and factors are beyond Barclays control. As a result, Barclays actual future results, dividend payments, and capital and leverage ratios may differ materially from the plans, goals, and expectations set forth in Barclays 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, 2012 and in our current report on Form 6K dated September 16, 2013, both of which are available on the SEC’s website at www.sec.gov .
Any forward-looking statements made in the Prospectus speak only as of the date they are made and it should not be assumed that they have been revised or updated in the light of new information or future events. Except as required by the Prudential Regulation Authority, the Financial Conduct Authority, the London Stock Exchange plc (the LSE) or applicable law, Barclays expressly disclaims any obligation or undertaking to release publicly any updates or revisions to any forward-looking statements contained herein to reflect any change in Barclays’ expectations with regard thereto or any change in events, conditions or circumstances on which any such statement is based. The reader should, however, consult any additional disclosures that Barclays has made or may make in documents it has published or may publish via the Regulatory News Service of the LSE and/or has filed or may file with the SEC.
No on-selling or other use
The Rights Issue is now closed. No person or entity may use or rely on the information made available in the Prospectus for any purpose whatsoever, including, in particular, the making of any offer to sell, or any solicitation of an offer to buy, any securities or shares issued in Barclays.
Neither Barclays nor their respective directors, officers, employees or agents (or any related person or entity) accepts any responsibility for or shall have any liability in respect of any use of any information or materials made available in the Prospectus.
The information contained in the Prospectus and the Related Document has been made available to you in electronic form and neither Barclays nor their respective directors, officers, employees or agents (or any related person or entity) warrants that its use will be uninterrupted or free of error. You are reminded that documents transmitted via this medium may be altered or changed during the process of electronic transmission and consequently none of Barclays nor their respective directors, officers, employees or agents (or any related person or entity) accepts any liability or responsibility whatsoever in respect of any difference between the information made available to you in electronic format and the hard copy version.
Confirmation of understanding and acceptance of disclaimer
I have read and understood the disclaimer set out above and I agree to be bound by its terms. I understand that the Rights Issue is now closed. I confirm that I am permitted to access the Prospectus and I am doing so for information purposes only and will do so in accordance with the terms of this disclaimer including without limitation the restrictions set forth above under “Important notice in respect of US securities laws”.