This
document
shall not constitute an offer to sell or the solicitation of an offer to
buy any
securities, nor shall there be any sale of securities, in any jurisdiction
in
which such offer, solicitation or sale would be unlawful prior to registration
or qualification under the securities laws of any such
jurisdiction.
TRANSCRIPT
OF
Q&A
PRESS
CONFERENCE ABN
AMRO AND BARCLAYS
AMSTERDAM,
23 APRIL
2007
PRESS
CONFERENCE
BARCLAYS ABN AMRO
MONDAY
23 APRIL
2007
Q&A
Mr.
Groenink: Dames en heren, ladies and gentlemen.
First
question,
please
Q
(Financial Times): Can you give us some help understanding when Bank of America
came into the picture in terms of the LaSalle transaction.
Mr.
Groenink: Bank of America of course next to quite a few other banks over
the
past years had given us interest in the LaSalle Banking operation and up
till
shortly of course ABN AMRO. The LaSalle operation was a very strong part
of the
group. Although we indicated earlier that at some point in time we might
be
willing to consider selling the US in order to create room for investment
somewhere else, particularly in Europe. That opportunity of course had not
materialized until today. When it became clear to the outside world that
Barclays and ABN AMRO were in serious talks, Bank of America let it be known
that they continued to be interested in LaSalle. Reviewing our strategy going
forward, the two of us, but also ABN AMRO on its own, of course up till
last night, ABN AMRO had two ways of thought: continuing on its own, or teaming
up with Barclays. In both courses of action a sale of LaSalle fitted very
nicely, from a strategic perspective of the new Barclays Group going forward,
concentration of our interest in Europe, growth markets like Italy, Latin
America, Brasil, Asia, it seems to be a logical step. Also for ABN AMRO on
an
alone basis it seems to be a logical step. So therefore ABN AMRO decided
together with Barclays that a sale of LaSalle could be contemplated going
forward.
The
next step in our thought process was that actually it would be very helpful
to
create maximum transparency and a maximum freedom of movement that the sale
of
LaSalle coinciding with the announcement of the transactions with Barclays
would
be a great thing. Very shortly before we went into the last phase of our
discussions and deliberations, with Barclays we decided to accelerate our
thought from announcing the intention to sell LaSalle and open up a process,
to
actually going to a process of a pre-emptive bid by Bank of America. I think
the
teams on both on the sides of Bank of America and ABN AMRO did a fantastic
job in getting this deal closed last night. Whilst at the same time we are
actually realising a fantastic price for this asset. We also had safeguarded
the
interest of our shareholders, by creating a go shop provision. If anybody
else
than Bank of America wants to come in and wants to bid a higher price than
Bank
of America has agreed with us, they have that possibility to do so. So on
the
one hand we have created a lot of clarity going forward for the ABN AMRO
Barclays Group and we also have safeguarded the interests of our shareholders
by
creating a mechanism to ensure that the maximum value for LaSalle will be
realized.
Mr.
Varley: It’s a really great transaction. It’s excellent. Doing that
simultaneously with conducting the merging negotiation with Barclays it's
the
best example I can give you of Rijkman walking and chewing gum.
Q:
Before talking to the consortium, make it impossible to do a bid on the total
group. You already sold LaSalle.
Mr.
Groenink: That
is actually
true. We have sold it before they can buy. Bank of Scotland and any other
of the
consortium still has the opportunity to come in to make a bid for LaSalle.
So
that is not excluded. So if they want to do that, that is fine. The other
hand
we have received a letter, expressing interest to talk, but no clear indications
what so ever what shape or form that talk could take. We concluded that it
would
be much more in the interest of our shareholders to create absolute clarity
up
front and maximize the value of these assets as part of the transaction with
Barclays than to wait if anything came out of the talks with those three
anyway.
Q:
(Wall Street Journal). Two questions. Are you speaking with the consortium
today.
For
you both, going forward. Although you say size doesn't play that big a role
in
the rushing out of this transaction, can you foresee the combined group going
on
and making further transformational deals in the near future?
Does
Barclays see
itself as an European champion going forward expanding in all
markets?
Mr.
Groenink: Your first question. We extended an invitation to the consortium
to
meet today. We'll have to actually get another timeslot today, because we
will
be busy going forward talking to the press……..We have re-extended our invitation
today to meet.
Mr.
Varley: Your second point. What Rijkman and I feel strongly is: this is the
start, not the end. What we are assembling here is a group uniquely qualified
to
compete for business all round the world.
How
should we test
our competitive capability, which I think is the result of the merger? It
is a
simple test, really. We should look where we compete. And I would want customers
and clients, where we compete, to be able to say of the enlarged group, they're
one of the best in the world. Because customers and clients around the world
have choice and they want to be able to look at this combined entity and
say:
they will give me great service, they will be able to meet the needs that
I put
in front of them and I
do believe
emphatically, that we have a unique opportunity to compete and that the
competitive firepower of the combined organisation beats the firepower of
the
stand alone organisations.
In
terms of growth going forward one of the real attractions to Rijkman and
me of
what we are assembling here is the alignment of the combined portfolio, with
growth in the financial services industry over the course of the coming years.
We both talked about that in our remarks and I think that the combination
of
great franchises in developed markets with growing franchises in developing
markets creates a lot of growth potential on behalf of our shareholders in
the
years forward.
We
would certainly like to increase our exposure to Asia over time. We would
certainly like to be increasing our presence in the USA over time, but we
will
have the ability to drive those opportunities either organically of
inorganically. Read nothing into that, I’m simply saying that we create a lot of
options for ourselves as a result of the capital and
earnings
power of
the combined entity and over time you should expect to see us increase our
exposure to those areas in the world which we regard as high
growth.
Mr.
Groenink: Growing in the US of course is probably not re-entering into the
retail and commercial banking market which we just sold, but in the investment
banking and investment management area particularly.
Q:
(Rob Bruins Slot, NOVA):
How
does this deal effect the Dutch customer in the Netherlands and second question,
do you think that the shareholders of both parties are going to approve this
deal with ABN and that shareholder TCI is going to be satisfied or is going
to
wait for a better deal or a better bid from others?
Mr.
Groenink: To answer your first question, we strongly believe that the
combination of Barclays and ABN AMRO in the new Barclays Group will be of
great
interest and value to the Dutch costumers because we will be broadening the
products available to our Dutch costumers, particularly of course the product
capabilities coming from Barcap, the investment management capabilities coming
from Barclays Global Investment Management are of great interest and value
to
our costumers. The stronger the geographical distribution capabilities for
our
Dutch exporting costumers will be of value. So all and all, whatever we have
today is available for the customers in this country. One and one is more
than
two. I think our costumers will be highly satisfied when they see the effects
of
this merger coming through.
As
regard whether the shareholders will accept the proposal put in front of
them,
we're not going to speculate. You must be absolutely assured that John and
I
would not have come to the conclusion to do this deal if we were not totally
confident. Both our shareholders will be agreeable to this transaction. We
have
received very strong finance* opinions as ABN AMRO managing board and
supervisory board, from our advisors on the value of this transaction to
shareholders. So all and all adding this up, when we made this decision late
yesterday as final decision, we did that in the full confidence that it will
be
carried by our shareholders.
Q:
…………………………….* Royal Bank of Scotland, Banco Santander?
Mr.
Groenink: I’m not going to speculate on whether higher bids are out there in the
making or not. We will see what happens. What I can say today: what is on
the
table for ABN AMRO shareholders is a very valuable offer. I think our
shareholders, from what ever side they're coming, the nomination long, short,
they will see the value of this bid.
Mr.
Varley: and I can think you can see them, momentum in the deal. Rijkman and
I
and our boards: want to make this happen and what will rise out of the
construction of this great enterprise is a very strong story for costumers
and a
very strong story for shareholders. So the momentum here is considerable
and the
wish to drive to closure and beyond is considerable.
Q:
How does Barclays re-earn this investment?
Mr.
Varley: Well the financial characteristics of the merger from the point of
the
shareholders are very attractive. We have a set of financial tests that we
always apply to mergers and acquisitions activity around the generation of
economic profit, around earnings per share, around return on investment,
relative to cost of capital and by reference to each of these tests the merger
with ABN AMRO represents a very strong financial performance, each of these
tests is passed. So I said in my remarks that our expectation is that our
return
on investment will be 13%, that’s well ahead of our cost of capital and
represents a very attractive opportunity for our shareholders.
Q:
….. * There is no need to cut down on customers services, for
example?
Mr.
Varley: Hell no, quite the reverse, you have to in an opportunity like this,
with all the excitement of creating a leading bank in the world, what you
have
to do is keep your feet on the ground. You have got to make sure that you
don’t
miss a beat on behalf of your customers. This combined enterprise is all
about
serving customers. We believe that we are going to be more capable on behalf
of
our customers than the stand alone banks that is the whole rationale* and
if we
do as we think we will do in terms of serving them well, than of course the
returns for our shareholders will be excellent.
Q:
Two questions: a question on the price, Mr. Varley: how badly do you want
ABN
AMRO, can you say, what can you add to the bid? Let’s assume, I'm sure you did
the math well…
Mr.
Varley: I don't intend to add anything, we put a very fair price on the table.
You've seen that both boards have recommended that it is in the interests
of
their shareholders. It
represents, as it
should, because the value of ABN AMRO is high, it represents a fair price.
Q:
But that means that if the other group, bids € 40,00, that's the number out
there, referred to by analysts* that means you're walking away, that this
is
it..
Mr.
Varley: I’m not spending a lot of time thinking about another than ABN AMRO and
Barclays at the moment and I think it's important you understand the stark
contrast. Rijkman
and I are
sitting here and talking to you about building one of the best banks in the
world. A transaction that has the full support of 230.000 people across the
organisation and both sets of boards. That is one proposition. The other
proposition is the deconstruction by a consortium. Those are starkly contrasted
and you can see where the momentum is.
Q:
Would you agree that you have to look at beyond ABN AMRO and Barclays, you're
not in a vacuum, right? There are companies out there who are also interested
in
ABN AMRO, do you do risk calculations on this?
Mr.
Varley: I’m interested in whether each of us says to the other: you are the
preferred partner and where each of us says to the other: we have a common
vision of growth opportunity of behalf of shareholders. I said a moment ago:
This is the beginning and not
the
end. What we will be able to create for our shareholders in the years and
decades ahead is financial returns which are beyond the returns that either
of
us can capture independently, that's the financial logic.
Q:
Maybe I have missed it in the statement, but I don’t see any lines in there on
backing of shareholders already………* Did you guys talk to big parties apart from
TCI ……..*? Some other investors?
Mr.
Groenink: In the framework of our regular shareholder contacts we have talked
to
quite a number of our larger long…..* shareholders. In general terms we have
noticed a strong support for the idea, of course we didn’t talk price at all at
that point in time, that's only in the ……..* day. The general idea, the
synergies, the strategy appeal very much to our shareholders.
Q:
(Heleen de Graaf, NRC Handelsblad): I have question related to the FSA and
the
Dutch Central Bank. When you announced you are talking you said the Dutch
Central Bank would take the lead, now it's the FSA, can you explain how that
changed and what role the Dutch Central Bank plays?
And
second question, will the name ABN AMRO disappear in the Netherlands?
Mr.
Varley: Regulations. We were always very clear that the decision rights around
lead regulator did not reside with Barclays and ABN AMRO, but the regulators
and
there has been a lot of dialogue between the DNB and the FSA in the course
of
last week as we have been keeping them informed of our intentions and plans.
Coming out of that dialogue was the decision that we've referred to in our
announcement today which is that the lead regulator is the FSA, but don't
underestimate the scale of regulator activity by both regulators and the
other
regulators around the world such as the FED.
Mr.
Groenink: On the branding, of course, we announced today that the name of
the
group will be Barclays. We also agreed that the branch which we presently
operate - Barclays and ABN AMRO around the globe - are very very strong.
Very
embedded and of great value to us and the costumer. Although of course it's
a
natural process to review those. We think it is very likely that we will
be
retaining that strong local branches.
Q:
One question about the position of Mr. Groenink. I noticed you will be a
non-executive board member. Why are you not in the daily management of the
group.
Second
question: The
headquarter in Amsterdam: Will this mean that Mr. Varley will move to Amsterdam?
I
assume that a lot of the Barclays head office will come here.
Mr.
Varley: I’m here today and I will be here in the future. Of course , I will be
based here, absolutely. The headquarter and the central functions supporting
the
enterprise are going to be based in Amsterdam and I as chief executive must
be
here. So I will be.
Mr.
Groenink: To answer your first question: First of all, in the governance
which
is going to govern the new bank, we will have a unitary board and a CEO.
Having
been and being
until
closing the
CEO of this bank, it is in itself not very logical to have two CEO’s continuing
with one being the new CEO. So that having been said and totally agreeable
by
me, actually I put that forward to John at one of our earliest conversations,
it
seems also very logical that the CEO comes from Barclays and him being something
like six years younger than me, he is the logical person to take up the chair
and I've not made myself available to the Executive Committee of the new
enterprise.
Why
I’m not chairman of the new bank? That is a very simple answer. I strongly
believe in the division of power and between executive and supervision. I
have
not for nothing worked for a long period of time under the dual tier
construction in the Netherlands. I think this new bank even if it's operating
under UK corporate governance that the chairman should be independent. I
cannot
be considered an independent coming from ABN AMRO in this situation so therefore
I think it is logical that an independent director of ABN AMRO being our
chairman of the supervisory board becomes an independent chairman of the
new
institution.
Q:
(Corinne, Financial News): You are talking about cost income synergies. Did
you
already set an efficiency ratio for the combined company this year?
Mr.
Varley: As I said in my remarks: that the cost:income ratio of the combined
group will improve as a result of the capturing of the synergies and if I
just
talk about philosophy and what we want to be able to say to our shareholders
is
that the efficiency ratios business area by business area compare with the
best
in the world. Hence the comments that I made in my remarks about our goal
is:
that when you look at each particular area of activity, we are able to say:
by
the end of 2010 that the cost:income ratios of underlying businesses are
top
quartile relative to best practice in the world.
Now
that's an ambitious goal, but it is a very important goal, to insure that
what
we are creating is a significantly efficient enterprise and we have high
confidence that we will be able to achieve that.
Mr.
Groenink: I would like to add that the new bank will be supported by the
measures taken by ABN AMRO to improve its overall efficiency, going forward,
measures which we started already the last year, which will be effective
this
year, when we see the first quarter results, that the group efficiency ratio
ABN
AMRO has dropped 4 percentage points. And those plans of course are all in
place
and we'll continue, so that will continue to bring advantages to the overall
cost:income ratio of the new group and I think also the expertise and already
the drive started in the UK to improve the efficiency ratio of the UK business.
It will be reinforced by the experience that ABN AMRO is bringing to the
table
there.
Q:
Right now ABN AMRO shares are trading at just about € 37,00 on Euronext and
Barclays shares are down just slightly, how do you interpret that, the reaction
from the market?
Mr.
Varley: The market has his own unique wisdom. I think it is saying it believes
in the deal.
Q:
Even though …….* shares prices on the market is higher than the value of the
offer?
Mr.
Varley: One of the things that you need to keep your eye on is the dividend
that
will be the final dividend that will be paid by Barclays in the first part
of
next year, which of course will inure* to the benefit of ABN
shareholders.
Q:
It says in the release that PLC, just to check, will the bank be listed in
London or in Amsterdam?
Mr.
Varley: Both, the PLC structure ensures that the listing of the FTSE 100
is
maintained. We have a full weighting.
Q:
What will happen to the Ajax sponsorship?
Mr.
Groenink: What will happen to the Ajax sponsorship will be totally independent
from the merger with Barclays. The Ajax sponsoring is a concern and a joy
of ABN
AMRO of the Netherlands. They will decide going forward what they want to
do
with that sponsorship.
Q:
I have some questions about the job cut. This will be more than 23.000, if
I say
it correctly. Can you say anything how many Dutch jobs will be gone, after
the
merger?
Mr.
Groenink: As this point in time that is not too easy to establish today.
If you
look at the plans and the integration of the various departments, we do not
expect out of that 23.000 that a significant part will come from the
Netherlands.
Q:
A little bit more specific?
Mr.
Groenink: No, I cannot be more specific.
Mr.
Varley: It is also just important to recognize - I can understand why you
might
ask us the questions about job cuts - that what Rijkman and I want to be
able to
offer the employees of the organisation is growth, the career, opportunities
for
people within ABN AMRO and Barclays will be second to none. This is an
enterprise in growth. My expectation is over time that we will be a magnet
for
talent right across the financial services industry. That's really the
employment story of today.
Q:
In your strategy, when you …………….* still stand alone, you identified some
businesses ………..* smaller business. I was wondering Mr. Varley, are there bits
and pieces of ABN AMRO which you do not want and which you might divest*?
Mr.
Varley: The point that you should have in your mind is that it is because
of the
strong portfolio of businesses ABN AMRO has, we made the decision some years
ago, that ABN AMRO was our natural partner, it's that that attracts me to
the
opportunity that we're launching today. Rijkman has announced that there
are
some small disposals which he
and
his colleagues will be undertaking over the course of the next year or so
and I
entirely support the decision that he is taking.
Q:
A couple of questions: One on tax, it was my understanding, perhaps mistakenly,
that one of the reasons for having the Dutch headquarters was the tax benefits
in the Netherlands, but you’re talking about being UK tax residents. Could you
explain what the thinking is on the tax front?
I
also wanted to check, there’s no position as I can see for Hugh Scott
Barret.
Can
you explain what happened there?
Mr.
Varley: On tax, in the sense that I have nothing to add to what we've said
in
the announcement which is that we have looked at the situation carefully.
The UK
tax residence is what falls out from the corporate structure that we're putting
in place.
Mr.
Groenink: On Hugh Scott Barrett … Hugh has been made an offer in the new
organisation. But he has decided that this is an opportune moment to pursue
other opportunities. He will be totally committed until closing as a CFO
of ABN
AMRO to see the merger through and to be an integral part of the decision
team
but he thinks it is a good moment in time to review other options.
Mr.
Varley: Just to be clear. I would love it of Hugh decided to stay but of
course
Rijkman and I respect the decision that he has taken.
Q:
Is Bank of America legally allowed to buy LaSalle. Because I understand that
no
bank can own more than 10% of national deposit in the US, is that an issue
or
the condition attached to that process that we're not aware of ……. ?
Mr.
Groenink: Bank of America has indeed like any bank in the US a cap. They
have
come into this transaction being totally comfortable with the fact that the
deposit base of LaSalle would fit under cap and if not that they would have
ample opportunities to reduce this and to create more room under the capital*
of
accommodate LaSalle.
Q:
(Mrs. Jones): The question regarding management rewards, are there bonuses
or
other kinds of things related to this merger for people of ABN AMRO or Barclays?
Mr.
Groenink: I can only speak for ABN AMRO in this respect. I'm not aware …there
are no special bonuses or special arrangements for rewards relating to this
merger transaction. Of course in terms of people’s annual performance, for
people whose work it is to participate in the preparation of these deals
and
they have worked on it, they will be assessed on their performance in the
merger
talks and that will be reflected in their normal bonuses, but outside of
that
there are no arrangements for ABN AMRO.
Mr.
Varley: I talk about philosophy, again it's when you're thinking about
constructing a merger enterprise like this, you want to be certain that you
speak the same language in strategy, in employment and compensation. Rijkman
and
I think about these things identically. And our view both in ABN AMRO and
Barclays is that we want to employ the best people in the world. We want
to be
competitive in terms of our compensation
structure.
And if we
have, which what we expect, great performance by colleagues right across
the
organisation, then their award should be good.
Q:
I wondered: There is so many to do about all the advisors you have. All the
big
banks are involved. Can you already say what the costs of all the advisors
so
far have been?
Mr.
Groenink: The fees will be customary for this type of business in Europe.
I'm
not going to disclose.
Q:
A point on the sale of LaSalle. You said the proceeds of that will be returned
to shareholders. Whose shareholders will it be returned to? Is this sale
of
LaSalle solely a sale of LaSalle by ABN AMRO and the proceeds will go to
ABN
AMRO shareholders or will Barclays shareholders somehow benefit from this?
The
other question: there might be an option to expand in Italy, in 2008? Will
you
be interested in taking that opportunity?
Mr.
Varley: I would simply say this. ….I will never comment on anything, I just sit
here and smile, and you keep asking me and I will keep obstructing, ........
I
am afraid I’ll be like a sphinx.
If
you ask me about commitment to the market, again I would say: one of the
real
attractions to Barclays in the ABN AMRO merger is the strength of its position
in Italy. It’s an extremely important market for us or has been, so it will be
an extremely important market for the combined enterprise going
forward.
Mr.
Groenink: On the LaSalle sale we and our advisors with the fairness opinion,
the
considered the price offered by Barclays for ABN AMRO shares to include the
full
value of LaSalle. Therefore that would include for ABN AMRO shareholders
through
the exchange rate and the final considerations for ABN AMRO shares. It is
our
intention to distribute those proceeds through the large Barclays Group making
use of the capacity to distribute without any constraint and tax liabilities
to
all shareholders, through buy back programs. And of course the benefits of
that
will be accruing to all shareholders of the new Barclays.
Q:
A question about the head office. What will it exist of, what will you transfer,
what will you keep here or bring here, and for how long? Did you make any
agreements on that and how does it work? Because the Dutch management is
no
longer the lead regulator actually and there is not really a need for you
to
have a big head office here.
Mr.
Varley: There is a real need for us to have our head office here. I want
a
signal by having our head office here. I symbolise that by my own presence
here,
the commitment we have to this market. It is a European enterprise that we
are
creating, it is entirely appropriate that the headquarters should be here
in
Amsterdam. Most of the executive committee will be located here. The executive
committee will meet here. This is substantive. And in terms of your point
about
the duration you should take as your rule of thumb forever.
Mr.
Groenink: All group functions will be located here. Of course we have and
will
be managed from Amsterdam, of course we will have sizeable group function
operations in other parts of the world, certainly also in London. That is
also
the case for ABN AMRO at this point in time.
Q:
Why didn't you meet with the consortium before agreeing the deal with Barclays?
What else have you done to check if there is anything else out there to make
sure this is the best deal as you recommend to your shareholders?
Mr.
Groenink: We have been in exclusive talks with Barclays. We have entered
into
exclusive talks, on the basis of our analysis of the last four years, we
came to
the conclusion that Barclays will be an ideal partner for ABN AMRO. In looking
for a partner and for a transaction which is accretive for our shareholders
and
also presents the best value for our shareholders, next to our stakeholders,
we
have to evaluate must more than just a consortium, as …. John ………………..*
eloquently said is out to deconstruct the company. We are on a journey, we
have
been on a journey to build. To build you do together with a partner who also
wants to build. That has been a very important driver for ABN AMRO to get
into
these talks with Barclays and to continue them and to finalize them. We have
not
received any offer or any interest, which has been superior, actually we
have
not received anything else than a very general vague letter from a consortium
who made it absolutely clear that they were only out to deconstruct the bank.
We
have not received any other interest. I think I cannot be more clear about
this.
Q:
One detail about the branding. Because Mr. Varley, you tell us that Italy
is
extremely important for Barclays. The bank like Antonveneta will also be
rebranded as a Barclays bank?
Mr.
Varley: No, we simply said: the top company is branded Barclays. When we
look as
we will to review our branding strategy around the world, we will be customers
led, when I think about the ABN AMRO group, there is a lot of brand acuity
across the ABN AMRO group. We need to be careful custodians of
that.
Q:
One more question about the US. You say, you have some legal problems there,
are
they solved, are they part of the deal, if they're not solved the sale won't
go
through in any way?
Mr.
Groenink: We are working under the Cease and Desist Order of the Federal
Reserved Bank and Dutch Central Bank which we are in the process of finalising
this month. We continue to cooperate with the Justice department. That is
as far
as I can make any comments.
Q:
I was just wondering, Mr. Groenink, when you resign as CEO later this year,
let's assume that this all happens, how do you look back on your seven years
at
the helm? Do you think this deal shows that you succeeded in your mission
or
failed in the sense that you're now selling your bank?
Mr.
Groenink: You would not expect me to say today that I failed. But actually
I
don't believe I have failed, I would rather talk about the bank. We have
in the
initial years of the bank, particularly the first year and following into
the
second year up till now in my seventh year command of the helm, we have gone
through major strategic reorientation reconstruction which have been be followed
on successfully. And apart from the first two years, in which the start of
course was difficult. If you look at the share price performance as of today
we
introduce our new strategy, we have been at par with the median and we have
beaten the average performance of the AEX and the world index. Apart from
two
years of no movement in the share price, this transaction proves beyond any
doubt that the team at ABN AMRO, I’m not talking about myself, I’m talking about
the team, the managing board, the teams in Asia, Brasil, LaSalle, Europe
and in
the global markets business, they actually have been creating substantial
value
for shareholders. If you look at some of the past evaluations of all the
businesses going back a year and you look at what it is today, that actually
proves that the value is there and that people are prepared to pay for this.
And
that is my greatest triumph I would say that ultimately we are proving as
ABN
AMRO that we have been doing the right things in the last few years and that
we
have created value for our shareholders. So I will be a proud man leaving
this
bank.
Anymore
questions,
because we are getting close to where we want to end. I see one hand, let
that
be the last question.
Q:
Are there any plans to close ABN AMRO branches in Holland?
Mr.
Groenink: Why should we? I can't see the point. Barclays is virtually non
present in the Netherlands. So from the merger with Barclays there are no
synergies in the Netherlands relating to the retail activities.
The
merger in itself is no reason to close branches.
Thank
you very much.
We appreciate your coming here. Thank you.
*
inaudible
This
announcement is made pursuant to article 9b(1) of the Dutch Decree on the
Supervision of the Securities Trade 1995.
This
document shall not constitute an offer to sell or the solicitation of an
offer
to buy any securities, nor shall there be any sale of securities, in any
jurisdiction in which such offer, solicitation or sale would be unlawful
prior
to registration or qualification under the securities laws of any such
jurisdiction.
Cautionary
statement regarding forward-looking statements
This
announcement contains forward-looking statements. Forward-looking statements
are
statements that are not historical facts, including statements about our
beliefs
and expectations. Any statement in this announcement that expresses or implies
our intentions, beliefs, expectations or predictions (and the assumptions
underlying them) is a forward-looking statement. These statements are based
on
plans, estimates and projections, as they are currently available to the
management of ABN AMRO Holding N.V. ("ABN AMRO"). Forward-looking
statements therefore speak only as of the date they are made, and we take
no
obligation to update publicly any of them in light of new information or
future
events.
Forward-looking
statements involve inherent risks and uncertainties. A number of important
factors could therefore cause actual future results to differ materially
from
those expressed or implied in any forward looking statement. Such factors
include, without limitation, the consummation of our proposed merger with
Barclays PLC ("Barclays"); the completion of our proposed disposition of
LaSalle; the conditions in the financial markets in Europe, the United States,
Brazil and elsewhere from which we derive a substantial portion of our trading
revenues; potential defaults of borrowers or trading counterparties; the
implementation of our restructuring including the envisaged reduction in
headcount; the reliability of our risk management policies, procedures and
methods; the outcome of ongoing criminal investigations and other regulatory
initiatives related to compliance matters in the United States and the nature
and severity of any sanctions imposed; and other risks referenced in our
filings
with the US Securities and Exchange Commission. For more information on these
and other factors, please refer to Part I: Item 3.D "Risk Factors" in our
Annual
Report on Form 20-F filed with the US Securities and Exchange Commission
and to
any subsequent reports furnished or filed by us with the US Securities and
Exchange Commission. The forward-looking statements contained in this
announcement are made as of the date hereof, and the companies assume no
obligation to update any of the forward-looking statements contained in this
announcement.
Additional
Information and Where to Find it
In
connection with the proposed business combination transaction between Barclays
and ABN AMRO, Barclays expects that it will file with the US Securities and
Exchange Commission a Registration Statement on Form F-4 which will contain
a
prospectus, a Tender Offer Statement on Schedule TO and other relevant
materials. In addition, ABN AMRO expects that it will file with the US
Securities and Exchange Commission a Solicitation/Recommendation Statement
on
Schedule 14D-9 and other relevant materials. Such documents, however, are
not
currently available.
INVESTORS
ARE URGED TO READ ANY DOCUMENTS REGARDING THE POTENTIAL TRANSACTION IF AND
WHEN
THEY BECOME AVAILABLE, BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION.
Investors
will be able to obtain a free copy of such filings without charge, at the
SEC's
website (http://www.sec.gov) once such documents are filed with the SEC.
Copies
of such documents may also be obtained from Barclays and ABN AMRO, without
charge, once they
are
filed
with the SEC.
The
publication and distribution of this document and any separate documentation
regarding the intended Offer, the making of the intended Offer and the issuance
and offering of shares may, in some jurisdictions, be restricted by law.
This
document is not being published and the intended Offer is not being made,
directly or indirectly, in or into any jurisdiction in which the publication
of
this announcement and the making of the intended Offer would not be in
compliance with the laws of that jurisdiction. Persons who come into possession
of this announcement should inform themselves of and observe any of these
restrictions. Any failure to comply with these restrictions may constitute
a
violation of the securities laws of that jurisdiction.