Firm Intention Announcement

RNS Number:0235M
Barclays PLC
09 May 2005





                                                                   9th May, 2005


          BARCLAYS MAKES RECOMMENDED OFFER FOR MAJORITY STAKE IN ABSA

Barclays Bank PLC is pleased to announce the terms of a recommended acquisition
of a majority stake of up to 60% in Absa. The Board of Directors of Absa has
voted unanimously to recommend the acquisition to shareholders.

The South African Minister of Finance has approved Barclays application to
acquire a majority stake in Absa. The offer has been endorsed by Batho Bonke,
Absa's empowerment partner. Barclays also has written expressions of support for
the recommended acquisition from shareholders representing 63% of Absa's
ordinary shares.

If completed, the acquisition would advance Barclays drive to expand its global
product and international retail and commercial banking businesses in attractive
markets outside the United Kingdom, and it would accelerate Absa's growth
strategy in South Africa and in the rest of the African continent.

The combination of Absa's domestic banking expertise, strong brand and market
position with Barclays global brand reach, world-class products, global banking
expertise and financial strength would create the leading financial services
business in South Africa and ultimately the pre-eminent bank on the African
Continent.

The principal features of the acquisition are:

   * Barclays is offering Absa Shareholders R82.50 per share, for a total
    consideration of up to R33 billion (#2.9 billion), the largest ever Foreign
    Direct Investment in South Africa.
   * Absa will remain a publicly listed company in South Africa and retain
    its local identity.
   * The price represents a premium of 8.5% to the closing share price on 22
    April 2005 (the last trading day prior to the detailed cautionary
    announcement of 25 April 2005) and a premium of 36.4% to the closing share
    price on 22 September 2004 (the date prior to the first cautionary
    announcement in relation to the transaction).

                                                                 
   * In addition, ordinary shareholders shall receive the final dividend for
    the year ended March 2005 of R2.00 per share.
   * Dr Danie Cronje will continue to serve as Absa Chairman and become a Non
    Executive Director of Barclays. Dr Steve Booysen will remain as Absa Group
    Chief Executive.
   * David Roberts, Director of Barclays PLC and Chief Executive of Barclays
    International and Retail Commercial Banking, and Naguib Kheraj, Group
    Finance Director, will join the Board of Absa as Non Executive Directors.
    Dominic Bruynseels, Chief Executive of Barclays Africa, will join the Board
    of Absa as an Executive Director.

For Barclays, the transaction would be immediately accretive to earnings per
share and is expected to contribute positive economic profit in the first full
year following acquisition. The proposed price represents a 8.9x multiple of
market consensus earnings for the year ending March 2006, and a 2.4x multiple to
market consensus book value as at March 2005.

Synergies from the combination are expected to improve Absa's pre-tax profits by
approximately R1.4 billion (#123 million) per annum four years after completion,
after implementation costs of approximately R1.8 billion (#158 million-) over
the first three years.

The transaction is expected to be financed from a combination of available
resources and preference share finance. As at 31 December 2004, Barclays had a
Tier 1 capital ratio of 7.6%. The impact of the transaction and the associated
financing is expected to result in a reduction in Barclays Tier 1 ratio of
approximately 60 basis points.

Subsequent to the successful completion of the proposed transaction, and as soon
as practicably possible, it is expected that Absa and Barclays will seek to
combine their African businesses (with the exception of Egypt and the Middle
East operations) and integrate, as appropriate, Absa's non African international
businesses with Barclays. All such transactions would be effected on
arm's-length terms to be agreed, and would be subject, as required, to
regulatory approval and appropriate approvals by independent directors and
shareholders.
                                                                       
John Varley, Group Chief Executive of Barclays PLC, commented: "This transaction
accelerates our strategy to internationalise Barclays earnings and increase
exposure to selected high-growth, well run markets. South Africa is a dynamic
economy with great growth potential. Absa is an ideal partner for Barclays. It
is South Africa's leading retail bank, with a strong management team making very
good returns for shareholders. Absa has a track record of supporting the South
African Government's policies to tackle economic and social disadvantage. It
fits well with our own businesses in Africa and gives us the opportunity to
generate synergies and to deploy our global product skills - in credit cards,
investment banking, institutional money management and wealth management -
across a broader platform."

Steve Booysen, Chief Executive of Absa said: "This transaction represents an
acknowledgement of Absa and South Africa's achievements over the past decade. It
would enable our shareholders to realise value now and share in future
performance. Our customers will have access to the best of Barclays, the global
skills and scale of one of the top ten banks in the world, while maintaining
their access to Absa; the familiarity and relationships that come with being a
valued customer of South Africa's leading retail bank. Our staff will be
provided with the opportunity to participate in a dynamic business with good
growth potential and exciting international opportunities.

"By working with Barclays, we accelerate the achievement of our strategic intent
to build the leading banking business in the new South Africa and, ultimately,
on the African continent. It will provide a positive impetus for the continued
development of South Africa and the wider continent."

Barclays is being advised by J.P. Morgan and Barclays Capital.

Absa is being advised by Goldman Sachs International, Merrill Lynch
International and Absa Corporate and Merchant Bank.

                                    - Ends -

                                                                        
PRESENTATION AND CONFERENCE CALL DETAILS

Presentation to the South African market

A presentation to investors, analysts and media will be hosted by Danie Cronje,
David Roberts, and Steve Booysen in Johannesburg at 09.00 BST, London Time.
The access details are as follows:
1.       a live audio webcast of the event is available at
www.investorrelations.barclays.co.uk

2.       a live conference call can be accessed in the UK by dialling 0800 917
7042 or 0800 279 3956. In the USA please dial toll free on 1 866 752 6032.
Please contact Barclays Investor Relations ([phone]/2922) should you
require an access number if you are dialling from outside the UK or USA.

Invitation to Barclays analyst and investor conference call
Barclays will host a conference call for investors and analysts at 11.00 BST,
London Time.

The dial in numbers for the conference call are:

0845 301 4020 (UK callers) or + 44 (0)20 7663 4861 (outside UK).

Please ask for the "Barclays Update" which will be chaired by Naguib Kheraj,
Group Finance Director.

An archived version of both events will be available later today on our website:
www.investorrelations.barclays.co.uk.

.

                                                                         
For further information, please contact:

Absa Group Limited                         Barclays PLC

Investor Relations                         Investor Relations
Willie Roux                                Cathy Turner/James S Johnson
[phone]                         [phone]/2927
Media Relations                            Media Relations - London
Nick Cairns                                Leigh Bruce/Jo Thethi
[phone]                         [phone]/6217
                                           
                                           Media Relations - Johannesburg
                                           Liz Hooper
                                           [phone]

Disclaimer

Many of the statements included in this announcement are forward-looking
statements that involve risks and uncertainties. You can generally identify
forward-looking statements by the use of terminology such as "may", "will",
"expect", "intend", "plan", "estimate", "anticipate", "believe", or similar
phrases.

All statements, other than statements of historical facts, including, among
others, statements regarding Absa's future financial position, business
strategy, projected levels of growth in the banking and financial markets,
projected costs, estimates of capital expenditures and plans and objectives of
management for future operation, are forward-looking statements. Absa's and
Barclays actual future performance could differ materially from these
forward-looking statements and you are cautioned not to place undue reliance on
them.

Factors that could cause the actual results, performance or achievements of Absa
or Barclays to differ materially from those described herein include: the
ability to implement the Scheme or complete the Recommended Offer; the ability
to integrate Absa's and Barclays businesses; costs associated with the
acquisition or integration; the inability to realise the expected synergies from
the acquisition; the inability to obtain all necessary approvals, including
regulatory approvals, for the Scheme or Recommended Offer or any integration
transactions; the economic environment of the industries in which Absa and
Barclays operate; and the political environment of the countries in which Absa
and Barclays operate. Forward-looking statements involve known and unknown risks
and uncertainties and other factors which may cause the actual results,
performance or achievements of Absa or Barclays, or the industries in which they
operate, to be materially different from any future results, performance or
achievements expressed or implied by such forward-looking statements.

The information in this Announcement is made as of the date hereof and Absa and
Barclays have no obligation to update the information. All written and oral
forward-looking statements attributable to Absa and Barclays or persons acting
on their behalf are qualified in their entirety by these cautionary statements.



                      This information is provided by RNS
            The company news service from the London Stock Exchange

END
ACQEAFSPEFSSEAE