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
The
offer
launched by the consortium of Fortis, RBS and Santander is
under consideration
by the ABN AMRO boards. ABN AMRO will, in the near future but at the
latest by August 6, 2007, file with the US Securities and Exchange
Commission
a Solicitation/Recommendation Statement on Schedule 14D-9 and
advise the ABN
AMRO shareholders (i) whether it recommends acceptance or rejection
of such
offer, expresses no opinion and remains neutral toward such
offer, or is unable
to take a position with respect to such offer and (ii) the
reason(s) for its
position with respect to such offer. The ABN AMRO boards request the
ABN AMRO shareholders to defer making a determination on whether
to accept or
reject such offer until they have been advised of ABN AMRO’s position with
respect to the offer.
Barclays
has filed with the US Securities and Exchange Commission a
Registration
Statement on Form F-4 which contains a prospectus. Barclays expects
to file with the US Securities and Exchange Commission amendments
to such
Registration Statement as well as 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 OFFER
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 Barclays ordinary 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.