Barclays Capital (Cayman) Limited Barclays Bank PLC Certificate

Document Sample
Barclays Capital (Cayman) Limited Barclays Bank PLC Certificate Powered By Docstoc
					                           Barclays Capital (Cayman) Limited
                           (incorporated with limited liability in the Cayman Islands)
                                                   (as Issuer)

                                         Barclays Bank PLC
                           (incorporated with limited liability in England and Wales)
                                           (as Issuer and Guarantor)

                                     Certificate Programme
This Base Prospectus Supplement (the “Supplement”) is supplemental to and must be read in conjunction with
the Base Prospectus dated 29 March 2007 (the "Base Prospectus") prepared by Barclays Bank PLC (the
"Bank") and Barclays Capital (Cayman) Limited ("BCCL") (each in its capacity as an issuer, an "Issuer" and
together, the "Issuers") in connection with the application made for Notes issued under the Programme, which
was approved by the United Kingdom Financial Services Authority, as United Kingdom competent authority for
the purposes of Directive 2003/71/EC (the "Prospectus Directive") and relevant implementing measures in the
United Kingdom, to be admitted to the Official List and to trading on the London Stock Exchange's market for
gilt edged and fixed interest securities. This Base Prospectus Supplement constitutes a supplementary
prospectus in respect of the Base Prospectus for the Bank for the purposes of Section 87G of the Financial
Services and Markets Act 2000.

Terms defined in the Base Prospectus shall, unless the context otherwise requires, have the same meaning when
used in this Supplement. The Supplement is supplemental to, and shall be read in conjunction with, the Base
Prospectus and other supplements to the Base Prospectus issued by the Bank.

The Issuers accept responsibility for the information contained in this Supplement and declare that, having taken
all reasonable care to ensure that such is the case, the information contained in this Supplement is, to the best of
their knowledge, in accordance with the facts and contains no omission likely to affect its import.

To the extent that there is any inconsistency between (a) any statement in this Supplement or any statement
incorporated by reference into the Base Prospectus by this Supplement and (b) any other statement in, or
incorporated by reference into, the Base Prospectus, the statements in (a) above will prevail.

Save as disclosed in this Supplement, no significant new factor, material mistake or inaccuracy relating to the
information included in the Base Prospectus which is capable of affecting the assessment of the Notes issued
under the Programme has arisen or been noted, as the case may be, since the publication of the Base Prospectus
and other supplements to the Base Prospectus issued by the Bank and BCCL.




                                            BARCLAYS CAPITAL




26 April 2007




                                                         1
The purposes of this Supplement are:

1) to amend the section “Description of the Bank and the Group – Recent Developments” on page 66 of the
Base Prospectus to include the wording set out below, to be inserted after the last paragraph under such section.

“On 23rd April, 2007, the Managing Board and Supervisory Board of ABN AMRO Holding N.V. (“ABN
AMRO”) and the Board of Directors of Barclays PLC (“Barclays”) jointly announced that agreement had been
reached on the combination of ABN AMRO and Barclays. Each of the Boards has unanimously resolved to
recommend the transaction to its respective shareholders. The holding company of the combined group will be
called Barclays PLC.

The proposed merger will be implemented through an exchange offer pursuant to which ABN AMRO ordinary
shareholders will receive 3.225 ordinary shares in Barclays for each existing ABN AMRO ordinary share and
0.80625 Barclays ADSs for each existing ABN AMRO ADS (the “Offer”). Under the terms of the Offer,
Barclays existing ordinary shareholders will own approximately 52 per cent. and ABN AMRO existing ordinary
shareholders will own approximately 48 per cent. of the combined group, assuming all of the ABN AMRO
ordinary shares and ADSs currently in issue are tendered under the Offer.

Based on the share price of Barclays ordinary shares on 20th April, 2007, the Offer values each ABN AMRO
ordinary share at €36.25 taking into account that ABN AMRO ordinary shareholders will be entitled to receive
the declared €0.60 2006 final dividend. In addition, depending on the timetable to completion, ABN AMRO
ordinary shareholders will also benefit from Barclays 2007 final dividend.

The combined group will have a UK corporate governance structure with a unitary Board. Arthur Martinez will
be the Chairman, John Varley will be the Chief Executive Officer, and Bob Diamond will be President. The new
board will initially consist of 10 members from Barclays and 9 members from ABN AMRO.

Barclays will be the holding company for the combined group. The UK Financial Services Authority (“FSA”)
and De Nederlandsche Bank (“DNB”) have agreed that the FSA will be the lead supervisor of the combined
group.

The head office of the combined group will be located in Amsterdam.

The proposed merger is expected to complete during the fourth quarter of 2007.

ABN AMRO also announced on 23rd April, 2007 the sale of LaSalle Bank Corporation (“LaSalle”) to Bank of
America for U.S.$21 billion in cash. ABN AMRO will retain its North American capital markets activities
within its Global Markets unit and Global Clients divisions as well as its US Asset Management business. The
sale of LaSalle is expected to be completed in the fourth quarter of 2007 and is subject to regulatory approvals
and other customary closing conditions. The agreement with Bank of America permits ABN AMRO to execute
a similar agreement for a higher offer for the business for a period of 14 calendar days from 22nd April, 2007,
permits Bank of America to match any higher offer and provides for a termination fee of U.S.$200 million
payable to Bank of America if the agreement is terminated under certain limited circumstances. The purchase
price is subject to certain adjustments linked to the financial performance of LaSalle before the closing of the
sale to Bank of America.

The consummation of the sale of LaSalle is an offer condition to the proposed merger. Taking into account the
excess capital released by the sale of LaSalle, approximately €12 billion is expected to be distributed to
shareholders in a tax efficient form, primarily through buy backs, after completion of the Offer.

The expectation that ABN AMRO and Barclays would reach an agreement on the intended Offer was realised
after meetings of the Barclays Board in London and the ABN AMRO Managing Board and Supervisory Board
in Amsterdam. Following these meetings, ABN AMRO and Barclays entered into a merger protocol (the
“Merger Protocol”).

The commencement of the Offer is subject to the satisfaction or waiver of certain pre-Offer conditions
customary for transactions of this type and certain other pre-Offer conditions (including regulatory clearances).
When made, the Offer will be subject to the satisfaction or waiver of certain Offer conditions customary for
transactions of this type and certain other Offer conditions. The conditions are set out in the Merger Protocol.

The terms of the Merger Protocol restrict ABN AMRO from initiating or encouraging discussions or providing
confidential information in relation to any proposal which may form an alternative to the Offer. However, ABN

                                                       2
AMRO’s Boards may withdraw their recommendation of the Offer if its Boards, acting in good faith and
observing their fiduciary duties to best serve the interests of ABN AMRO and all its stakeholders, determine an
alternative offer to be more beneficial than the Offer. ABN AMRO’s Boards will not recommend a competing
offer unless Barclays has first had the opportunity to make a revised proposal for ABN AMRO.

If the Merger Protocol is terminated as a result of material breach or withdrawal of recommendation then the
other party must pay a break fee of €200 million. Until such termination no other break fees can be agreed with
third parties.

The exchange ratio of the Offer will be adjusted to reflect certain capital raisings or capital returns by either
party prior to completion of the Offer. Any reduction in the price paid for La Salle below U.S.$21 billion will
be treated as a capital return by ABN AMRO and the exchange ratio will be adjusted accordingly.”


2) to amend the section “The Bank and the Group - Directors” on page 67 of the Base Prospectus to include the
wording set out below, to be inserted at the end of such section.

“David Booth has been appointed to the Board as a non-executive director with effect from 1st May, 2007. ”




                                                       3
                      THE ISSUER

           Barclays Capital (Cayman) Limited
    c/o Barclays Private Bank & Trust (Cayman) Limited
              4th Floor, First Caribbean House
                        P.O. Box 487
                       Grand Cayman
                 Cayman Islands, KY1 1106


           THE ISSUER AND GUARANTOR

                   Barclays Bank PLC
                    1 Churchill Place
                         London
                        E14 5HP

          PRINCIPAL CERTIFICATE AGENT

      JPMorgan Chase Bank N.A., London Branch
             co/ The Bank of New York
                    One Canada Square
                          London
                         E14 5AL

LUXEMBOURG CERTIFICATE AGENT AND REGISTRAR

           J.P. Morgan Bank Luxembourg S.A.
       c/o The Bank of New York (Luxembourg) S.A.
                 Corporate Trust Services
                  Aerogolf Center – 1A
                        Hoehenhof
                  L-1736 Senningerberg
                       Luxembourg

          NEW YORK CERTIFICATE AGENT

     JPMorgan Chase Bank N.A., New York Branch
              co The Bank of New York
                  101 Barclay Street
                      New York
                     NY 10286
                        USA

                   LEGAL ADVISERS

  to BCCL and the Bank as to English and United States law

                   Allen & Overy LLP
                   One Bishops Square
                     London E1 6AO

                to BCCL as to Cayman law

                    Maples and Calder
                     P.O. Box 309 G.T.
                       Ugland House
                    South Church Street
                       George Town
                       Grand Cayman
                      Cayman Islands




                             4