NOT FOR PUBLICATION, RELEASE OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN
PART, IN OR INTO ANY JURISDICTION IN WHICH IT WOULD BE UNLAWFUL TO DO SO.
THIS ANNOUNCEMENT IS AN ADVERTISEMENT AND DOES NOT CONSTITUTE A PROSPECTUS ORPROSPECTUS EQUIVALENT DOCUMENT. NOTHING HEREIN SHALL CONSTITUTE AN OFFERING OFANY SECURITIES REFERRED TO IN THIS ANNOUNCEMENT. PLEASE ALSO SEE THE IMPORTANT
NOTICE AT THE END OF THIS ANNOUNCEMENT.
30 July 2013
Barclays PLC Announces Leverage Plan
Introduction
On 20 June 2013 the Prudential Regulation Authority announced the results of its review of thecapital adequacy of major UK banks and building societies. As part of its review, the PRA
introduced a 3% Leverage Ratio target, calculated on a PRA-adjusted CET1 capital base andusing a CRD IV leverage exposure measure. As at 30 June 2013, Barclays’ PRA Leverage Ratio
was 2.2%, representing a gap of £12.8 billion.
In order to achieve the PRA 3% Leverage Ratio target by June 2014, Barclays today announces
a series of actions, including an underwritten Rights Issue, measures to reduce Barclays’ CRD IV
leverage exposure, and the continued execution of Barclays’ capital plan with the issuance of
CRD IV qualifying Additional Tier 1 securities. More detailed information is set out below.
Rights Issue
Barclays PLC today announces its intention to raise approximately £5.8 billion (net of
expenses) by way of a Rights Issue of one New Ordinary Share for every four Existing Ordinary
Shares at an Issue Price of 185 pence per New Ordinary Share. This represents a discount ofapproximately 40.1% to the closing price on the London Stock Exchange of 309.05 pence per
Ordinary Share on 29 July 2013 (being the last Business Day prior to the release of thisannouncement) and a discount of approximately 34.9% to the theoretical ex-rights price basedon the Closing Price.
Barclays Investment Bank is acting as global co-ordinator for the Rights Issue. The Rights
Issue has been underwritten by a syndicate of banks comprising Credit Suisse, DeutscheBank, BofA Merrill Lynch and Citi. Further details of the Rights Issue are set out in Appendix
2 of this announcement.

Page 1 of 33

“After careful consideration of the options to meet the PRA request for a 3% leverage ratio byJune 2014, the Board has decided on a set of actions, including the rights issue, to meet thistarget, whilst continuing to deliver our strategy under the Transform programme. The PRA has
agreed and welcomes our plan.
As a result we expect Barclays to be in an even stronger capital position, allowing us toincrease the dividend payout ratio ahead of the original Transform target.
The Board expects that Barclays will continue to reduce leverage further, whilst maintaining
target capital levels, and will aim to do so in a way that achieves sustainable returns above thecost of equity.”
Sir David Walker, Chairman“We remain committed to the objectives set out in the Transform programme to achieve ourgoal of becoming the ‘Go-To’ bank. Just five months into our plan I believe we are building
good momentum.
As a consequence of the PRA’s review we have had to modify our capital plans, in order tomeet the 3% leverage ratio target by June 2014.
After careful consideration of the options, the Board and I have determined that Barclays
should respond quickly and decisively to meet this new target. We have developed a bold but
balanced plan to do so.
The plan is a combination of: a rights issue; prudent reduction of our leverage exposure;issuance of additional tier 1 securities; and the retention of earnings and other forms of capitalaccretion. We believe this represents the right combination to meet the PRA’s leverage target.
It also enables us to maintain our planned lending growth and broader support of ourcustomers and clients.
The Board and I are aware of the implications of a rights issue for shareholders. We hope tobalance this with reduced uncertainty in the outlook for Barclays and with enhancement ofour dividend payout from 2014.
Five of our six Transform financial targets remain unchanged, or have accelerated timescales.
There is a modest delay in the RoE target as a consequence of these plans. However, we
believe Barclays will be stronger for taking decisive action today.”Page 2 of 33

Antony Jenkins, Chief Executive

Background to and Rationale for the Rights Issue•

On 20 June 2013 the Prudential Regulation Authority announced the results of its
review of the capital adequacy of major UK banks and building societies. Barclays
confirmed at the time that it expected to meet the PRA’s target for an adjusted 7%
Fully Loaded CET1 ratio by December 2013 through planned balance sheet actions andretained earnings generation. This expectation has not changed.

•

As part of its recent review, the PRA also introduced a 3% leverage ratio target,
calculated on a PRA-adjusted CET1 capital base and using a CRD IV leverage exposure
measure. Applying this measure to Barclays’ previous capital plan, it estimated a PRA
Leverage Ratio for Barclays of 2.5%. Barclays discussed a number of options with the
PRA to meet the 3% PRA Leverage Ratio target, following which Barclays was asked tosubmit a plan to achieve the target by 30 June 2014.

•

The Transform programme, announced by Barclays on 12 February 2013 andrepresenting the Company’s strategy over the medium term, assumed risk-based
capital measures as the primary variable. It nonetheless was expected to achieve aleverage ratio of 3% ahead of the anticipated CRD IV deadline.

•

Barclays reported today CRD IV leverage ratios as at 30 June 2013 of 3.1% and 2.5%,
using CRD IV transitional and fully loaded calculations respectively. The fully loaded
figure is down from 2.8% as at the end of December 2012, calculated on a £1,413
billion CRD IV leverage exposure compared to £1,559 billion at 30 June 2013. This
increase in leverage exposure arises principally from changes to the calculation
methodology following publication of the final CRD IV text on 26 June 2013 and otherrefinements, totalling £85 billion net. The remaining increase of £61 billion includes
seasonal movements in settlement balances and other assets.

•

In calculating the PRA Leverage Ratio, Barclays has applied PRA adjustments of £4.1
billion to fully loaded CRD IV CET1 capital. This adjustment has reduced from the figureof £8.6 billion used by the PRA in its review, principally through taking account of
Conduct Provisions and a reduced impact of prudential valuation adjustments.

•

These adjustments bring the total calculated gap to £12.8 billion, or a PRA Leverage
Ratio of 2.2%. Further details are set out in the following table.

Page 3 of 33

Page 4 of 33

Estimated CRD IV Leverage Ratio and PRA Leverage Ratio

£bn

FY 12
Pillar 3

Revised CRD
IV & otherrefinements

FY 12
revisedestimate

H1 13
movements

H1 13

Total assets (IFRS balance sheet)

1,490

(2)

1,488

45

1,533

CRD IV exposure measure adjustments

(77)

87

10

16

26

Fully loaded CRD IV leverage exposure measure

1,413

85

1,498

61

1,559

CRD IV fully loaded Tier 1 capital

40.0

(2.5)

37.5

0.8

38.3

CRD IV fully loaded leverage

2.8%(0.3%)

2.5%

-

2.5%

CRD IV fully loaded CET1 capital

39.8

(2.5)

37.3

0.8

38.1

PRA CET1 adjustments(4.1)

PRA adjusted fully loaded CET 1 capital

34.0

PRA Leverage Ratio

2.2%

CET1 capital gap to 3% PRA leverage target

12.8

Leverage exposure gap to 3% PRA leverage target

427•

Barclays has agreed with the PRA to take the following leverage exposure and capitalmanagement actions to meet the PRA Leverage Ratio target:oRaise approximately £5.8 billion, net of expenses, through the underwritten
Rights Issue announced today; andoTake further capital, or capital equivalent, actions through a combination of thefollowing:—

Reduce CRD IV leverage exposure by £65-80 billion to approximately £1.5
trillion (equal to approximately £2-2.5 billion of capital) through low
execution risk management actions which have already been identified by
the Board;—

Raise up to £2 billion of CRD IV qualifying Additional Tier 1 securities with
a 7% Fully Loaded CET1 trigger, which the PRA has confirmed can be usedin the PRA Leverage Ratio calculation; and—Retention of earnings and other forms of capital accretion. As a result of
the Conduct Provisions announced today, the Board believes that Barclays
has further strengthened its ability to retain earnings and to generate
capital going forward.

•

Execution of the Leverage Plan is expected to result in Barclays’ PRA Leverage Ratio
being above 3% by June 2014.

Page 5 of 33

•Barclays considered a range of alternative plans to meet the 3% PRA Leverage Ratio byJune 2014, including through accelerated asset reductions. Meeting this target throughreducing leverage exposure alone would have required approximately £427 billion of
reductions. The Board determined that such actions in that timeframe would have adamaging effect on Barclays’ business franchises and would be subject to significant
execution risk. In addition, such actions would negatively impact Barclays’ commitment
and desire to support lending to customers and clients.

•

Barclays will continue to analyse and scrutinise its balance sheet for additional
opportunities to further reduce leverage exposure beyond 2014 over and above theoriginal Transform plans. Barclays expects to update the market on its progress in due
course.

•Alongside implementation of the Leverage Plan, Barclays will look to manage the tradeoff between the benefits of holding additional capital and implementing measures toimprove return on equity, as our ability to deploy capital in higher return areas
improves.

Page 6 of 33

Transform Programme Impacts•

Given the introduction of the PRA Leverage Ratio, the Board has assessed the impact of
the Leverage Plan on Transform and has concluded that the programme can stillachieve its objectives over time. The Board believes that the Leverage Plan will notsignificantly affect the Group’s strategy as the underlying businesses remain
fundamentally strong and resilient. The Board also believes that the Leverage Plan willplace Barclays in a stronger position to achieve its Transform targets and objectives in
the new regulatory environment.

•

The Transform programme is underpinned by six financial targets, described in thetable below. Three of these are directly impacted as a consequence of the LeveragePlan:
1. Return on Equity – an important objective of the Transform programme is togenerate a sustainable return on equity above the cost of equity. Barclays is now
targeting that its RoE will exceed CoE in the course of 2016, rather than in 2015,as a consequence of its limited ability to deploy the capital raised through theLeverage Plan in higher return areas. Notwithstanding this expectation, Barclays
will continue to assess further actions to accelerate and increase its RoE.
2. Dividends – Barclays announced today a second interim dividend of 1.0 pence
per Ordinary Share. Notwithstanding the Rights Issue, Barclays anticipates
maintaining a dividend payout for the remainder of 2013 at the same level per
share as that for 2012. The Board expects that the combination of capital
generation through retention of earnings and execution of the Leverage Plan
will result in significantly higher levels of capital by December 2015.
Accordingly, subject to meeting applicable minimum regulatory requirements,
the Board expects to adopt a 40-50% dividend payout policy from 2014. This
policy would represent a higher rate of payout and would apply a year earlier
than the original Transform schedule.
3. Fully Loaded Common Equity Tier 1 – Barclays reported today an estimated Fully
Loaded CET1 ratio of 8.1% as at 30 June 2013; adjusted for the Rights Issue thisis equivalent to 9.3%. The Board expects this ratio to increase during the second
half of 2013, with an accelerated achievement of the target 10.5% Fully Loaded
CET1 ratio early in 2015.
Page 7 of 33

The remaining Transform financial targets are unaffected, with progress being made on
each.

Original

Targetfor

Revised Target

2015
Return on Equity

RoE>CoE

RoE>CoE in the course of
2016

Cost / Income Ratio

Mid-50’s

No change

CRD IV Risk Weighted Assets£440bnNo change

Dividend Payout Ratio

30%

40-50% from 2014

Operating Expenses£16.8bn

No change(excl. Costs to Achieve
Transform)
Common Equity Tier 1 Ratio

Transitional CET1 ratio Fully Loaded CET1 ratio>10.5%

Page 8 of 33>10.5% early in 2015

Further Information on the Leverage Plan•

The Board has concluded that the Leverage Plan provides the best way of balancing theinterests of Barclays’ investors, customers and clients with the objective of meeting the
PRA Leverage Ratio target by June 2014.
Reduction of Leverage Exposure•

The Leverage Plan includes £65-80 billion of reduction (approximately £2-2.5 billion
capital equivalent) in Barclays’ expected CRD IV leverage exposure, through a series oflow execution risk management actions that have already been identified by the Board.
These actions are not expected to have a material impact on revenues or profit before
tax.
Planned CRD IV Leverage Exposure Actions (as at(£bn)

June 2013)•

Potential Future Exposure on derivatives

30-35

Securities Financing Transactions

20-25

Liquidity pool assets

15-20

Planned Reduction

65-80

Barclays will continue to analyse the Group’s balance sheet with the objective ofidentifying opportunities to reduce further its expected CRD IV leverage exposure.
Additional Tier 1 Issuance•

Barclays announced in late 2012 its intention to issue 2% of risk weighted assets incontingent capital to meet its end state CRD IV capital structure, comprising 0.5% ofTier 2 and 1.5% of AT1. The PRA has confirmed that CRD IV-compliant AT1 with a 7%
Fully Loaded CET1 trigger will satisfy both the PRA’s capital and leverage ratio
requirements. Barclays therefore expects to raise up to £2 billion of such AT1 securities
by June 2014, in accordance with its existing capital plan. The 7% trigger for Barclays’
existing contingent capital securities will, in accordance with their terms, continue to be
calculated on a basis that takes into account the PRA’s interpretation of the transitional
provisions under CRD IV. Barclays reported today an estimated Transitional CRD IV
CET1 ratio of 10.0% as at 30 June 2013; adjusted for the Rights Issue this is equivalent
to 11.3%.
Retained Earnings and Other Forms of Capital Accretion

Page 9 of 33

•Barclays today announced £2 billion of additional Conduct Provisions, with remaining
provisions for both these items totalling £3 billion as at 30 June 2013. Barclays’ ability
to generate retained earnings remains strong and the Board plans further capitalaccretive actions, leaving the Group well placed to convert operating profits into
capital.

Barclays’ Interim Results have been released today and will be available on Barclays’ website atwww.barclays.com/investorrelations. A briefing webcast on the Interim Results at 9.30 am on
BST today (30 July 2013) will also be available at www.barclays.com/investorrelations and alive conference call facility can be accessed by dialling (0)845-401-0014 (UK) or +44 (0)203059-8116 (all other locations) and quoting 'Barclays'.
Contacts - For further information, please contact:
Barclays PLC
Analysts and Investors
Charlie Rozes+44 (0) 20 7116 5752
Media
Giles Croot+44 (0) 20 7116 6132

Barclays Investment Bank: Sole Global Co-ordinator and Joint Bookrunner+44 (0) 20 7623 2323
Jim Renwick
Kunal Gandhi
Credit Suisse: Joint Bookrunner and Underwriter+44 (0) 20 7888 8888
James Leigh-Pemberton
Nick Koemtzopoulos
Deutsche Bank: Joint Bookrunner and Underwriter+44 (0) 20 7545 8000
Tadhg Flood
Neil Kell
BofA Merrill Lynch: Joint Bookrunner and Underwriter+44 (0) 20 7628 1000
Oliver Holbourn
Arif Vohra

Page 10 of 33

Citi: Joint Bookrunner and Underwriter+44 (0) 20 7986 4000
Michael Lavelle
Basil Geoghegan

Page 11 of 33

APPENDICES
Appendix 1
Estimated CRD IV Leverage Ratio and PRA Leverage Ratio
The table below sets out a reconciliation between reported CRD IV leverage ratios and the PRA
Leverage Ratio.
FY 12
Pillar 3

Revised CRD
IV & otherrefinements

FY 12
revisedestimate

H1 13
movements

H1 13

Derivative financial assets

469

-

469

(66)

403

Reverse repo and other similar secured lending

177

-

177

46

223

Loans and advances and other assets

844

(2)

842

65

907

Total assets (IFRS balance sheet)

1,490

(2)

1,488

45

1,533

Derivatives netting adjustment

(390)

-

(390)

66

(324)

Potential future exposure (PFE) add-on

161

126

287

21

308

SFT adjustments

(5)

(53)

(58)

(72)

(130)

Undrawn commitments

179

8

187

3

190

Regulatory deductions & other adj.

(22)

6

(16)

(2)

(18)

CRD IV leverage exposure measure adjustments

(77)

87

10

16

26

Fully loaded CRD IV leverage exposure measure

1,413

85

1,498

61

1,559

£bn

CRD IV fully loaded Tier 1 capital

40.0

(2.5)

37.5

0.8

38.3

CRD IV fully loaded leverage

2.8%(0.3%)

2.5%

-

2.5%

CRD IV fully loaded CET1 capital

39.8

(2.5)

37.3

0.8

38.1

Additional Prudential Value Adjustment(2.1)

Other valuation adjustments(2.0)

PRA CET1 adjustments(4.1)

PRA adjusted fully loaded CET 1 capital

34.0

PRA Leverage Ratio

2.2%

CET1 capital gap to 3% PRA leverage target

12.8

Leverage exposure gap to 3% PRA leverage target

427

Notes on exposure measure adjustments
Derivatives netting adjustment: Regulatory netting applied across asset and liability mark-tomarket derivative positions, pursuant to legally enforceable bilateral netting agreements andotherwise meeting the requirements set out in CRD IV.
Potential Future Exposure (PFE) add-on: Regulatory add-on for potential future credit
exposure on both exchange-traded and OTC derivative contracts, calculated by assigning astandardised percentage (based on underlying risk category and residual trade maturity) to thegross notional value of each contract. The PFE measure recognises some netting benefits
where legally enforceable bilateral netting agreements are in place, but these are floored at
40% of gross PFE by netting set, regardless of whether a positive or negative mark-to-market
Page 12 of 33

exists at the individual trade level. Identified low risk management actions to reduce PFE addons are expected through improved application of existing legal netting agreements andfurther data quality enhancements.
Securities Financing Transactions (SFT) adjustments:

Under CRD IV the IFRS exposure

measure for SFTs (e.g. repo/reverse repo) is replaced with the Financial CollateralComprehensive Method (FCCM) measure. FCCM is calculated as exposure less collateral, taking
into account legally enforceable master netting agreements, with standardised adjustments toboth sides of the trade for volatility and currency mismatches. Identified low risk management
actions to reduce SFT leverage exposure under CRD IV are expected through improvements inthe application of collateral and enhanced trade and counterparty data.
Undrawn Commitments: Regulatory add-on relating to off balance sheet undrawn
commitments based on a credit conversion factor of 10% for unconditionally cancellable
commitments and 100% for other commitments. The rules specify additional relief to be
applied to trade finance related undrawn commitments which are medium/low risk (20%) andmedium risk (50%). For Barclays, this relief is not estimated to be material.

Page 13 of 33

Appendix 2
Details of the Rights Issue
Introduction•

As explained above, Barclays PLC intends to raise approximately £5.8 billion (net of
expenses) by way of a Rights Issue of one New Ordinary Share for every four Existing
Ordinary Shares at an Issue Price of 185 pence per New Ordinary Share. This represents
a discount of approximately 40.1% to the Closing Price and a discount of approximately
34.9% to the theoretical ex-rights price based on the Closing Price. As at the date ofthis announcement, the Rights Issue has been underwritten by Credit Suisse, DeutscheBank, BofA Merrill Lynch and Citi on the terms set out in the Underwriting Agreement,
details of which are set out below.

•

The Rights Issue is expected to be launched in September 2013, subject to andfollowing the approval of the Prospectus by the UKLA and the filing of the US
Prospectus with the SEC, and will be implemented pursuant to authorities granted by
the Company's shareholders at its 2013 Annual General Meeting. Barclays will also takesteps to enable holders of Barclays ADSs to participate in the Rights Issue.

•

The New Ordinary Shares will not be issued in time to receive the second interim
dividend of one pence per Existing Ordinary Share announced today and to be paid on
13 September 2013 but will rank equally with other Ordinary Shares in respect ofdividends from the date of issue. Ordinary Shares issued to participants in the new Scrip
Dividend Programme who elect to receive all or any part of their entitlement to thesecond interim dividend in Ordinary Shares will be issued prior to the Record Date for
the Rights Issue and will therefore be eligible to participate in the Rights Issue.

•

Based on the existing issued Ordinary Share capital of Barclays as at 29 July 2013 (being
the last Business Day prior to the release of this announcement), completion of theRights Issue would result in approximately 3,216,893,546 New Ordinary Shares being
issued, representing approximately 25% of the existing issued Ordinary Share capital of
Barclays and 20% of the Enlarged Ordinary Share Capital. Qualifying Shareholders whotake up their pro rata entitlement in full will suffer no dilution to their interests in the
Company. If a Qualifying Shareholder does not take up his/her entitlement in full, theRights Issue will be dilutive to that Qualifying Shareholder.

Conditions to the Rights Issue

Page 14 of 33

•The Rights Issue is conditional upon:o

the Underwriting Agreement having become unconditional in all respects savefor the conditions relating to Admission and not having been terminated inaccordance with its terms; andoAdmission becoming effective by no later than 8.00 a.m. (London time) on 3
October 2013 or, in certain circumstances, 7 November 2013.

The Roles of the Banks and the Potential for Additional Underwriters and Subunderwriters•

Barclays Investment Bank is acting as global co-ordinator and Credit Suisse as sponsor
for the Rights Issue. Barclays Investment Bank, Credit Suisse, Deutsche Bank, BofA
Merrill Lynch and Citi are acting as joint bookrunners for the Rights Issue. The Rights
Issue has been underwritten by the Initial Underwriters on the terms of theUnderwriting Agreement.

•

The Underwriting Agreement (further details of which are set out below) provides thatfurther principal underwriting banks may, at the Company's election, be brought into
the syndicate of banks prior to the publication of the Prospectus. In addition, further
institutions (including existing Shareholders) may be invited to become subunderwriters in due course. Any sub-underwriters are expected to be paid acommission in the region of 0.8% of the aggregate proceeds of the Rights Issue inrespect of the Ordinary Shares so sub-underwritten. The sub-underwriting commission
will be deducted from the commissions paid to the Underwriters.

Principal terms of the Underwriting Agreement•

Pursuant to the Underwriting Agreement, the Initial Underwriters have severally (notjointly and severally) agreed to procure subscribers for the New Ordinary Shares or,
failing which, themselves subscribe for the Underwritten Shares not taken up under the
Rights Issue or in respect of which subscribers are not procured, in each case in pounds
sterling at the Issue Price.

•

In consideration of their services under the Underwriting Agreement, and subject to their
obligations under the Underwriting Agreement having become unconditional and theUnderwriting Agreement not having been terminated in accordance with its terms prior
to Admission, an aggregate underwriting commission of 1.7% of the aggregate proceedsof the Rights Issue in respect of the Underwritten Shares shall be payable to the Initial
Underwriters. Such amount shall be reduced by any underwriting commission payable to
the Additional Underwriters at a rate of 1.5% of the portion of the proceeds of the Rights
Page 15 of 33

Issue in respect of the Underwritten Shares which are underwritten by the Additional
Underwriters. In each case, the respective commissions shall be apportioned between theInitial Underwriters and the Additional Underwriters in proportion to their underwriting
commitments. In addition, certain other fees will be paid to some of the Banks. Further
details are set out in the paragraph entitled "Fees and Commissions" below.
•

The Company shall pay (whether or not the Underwriters' obligations under theUnderwriting Agreement become unconditional) all costs and expenses arising inconnection with the Rights Issue, the allotment and issue of the New Ordinary Shares,
Admission and the Underwriting Agreement, including customary professional services
fees and other out-of-pocket expenses.

•

The obligations of the Underwriters under the Underwriting Agreement are subject tocertain conditions including, amongst others:oAdmission occurring by not later than 8.00 a.m. (London time) on 3 October
2013 or, in certain circumstances, 7 November 2013;oeach condition to enable the Nil Paid Rights and the Fully Paid Rights to be
admitted as a participating security in CREST (other than Admission);othe fulfilment by the Company of its obligations under the Underwriting
Agreement which fall to be performed prior to Admission and which are material;obefore Admission there being no breach by the Company of the representations
and warranties given in the Underwriting Agreement;othe US Registration Statement having been filed with the SEC and having become
effective no later than 11.59 p.m. (London time) on the date of the publication of
the Prospectus;oin the opinion of the Initial Underwriters, acting in good faith, there having notbeen a material adverse change since the date of the Underwriting Agreement, asa result of which it is impracticable or inadvisable to proceed with Admission, theRights Issue or the underwriting of the Underwritten Shares.

•

The Initial Underwriters may terminate the Underwriting Agreement prior to Admissionin certain circumstances including (without limitation) for material adverse change andforce majeure. For the avoidance of doubt, the Underwriting Agreement cannot beterminated after Admission.

•

The Company has given certain customary representations, warranties and indemnities
to the Banks.

•

If an entitlement to New Ordinary Shares is not validly taken up, then that provisional
allotment shall be deemed to have been declined and will lapse. The Underwriters willseverally use reasonable endeavours to procure subscribers for all (or as many as
Page 16 of 33

possible) of those New Ordinary Shares not taken up. If a premium over the total of theIssue Price (in pounds sterling) and the expenses of procuring such subscribers (including
any applicable brokerage and commissions and amounts in respect of value added tax
which are not recoverable) can be obtained, any such premium shall be paid to those
persons with entitlements to the New Ordinary Shares at the time they lapsed. However,amounts of less than £5 per holding will not be paid but will be aggregated and retained
for the benefit of the Company.
•

The Underwriters may cease to use their reasonable endeavours to procure subscribers if,
in their opinion, it is unlikely that any such subscribers can be procured at the requisite
price and within the relevant time frame. If and to the extent that any such subscribers
cannot be procured on this basis, those Underwritten Shares not taken up will beacquired by the Underwriters in accordance with the Underwriting Agreement or by any
sub-underwriters, in each case, at the Issue Price (in pounds sterling).

Fees and Commissions
Fee/Commission

Recipient

AmountInitialThe Initial Underwriters

An aggregate of 1.7% of theUnderwriter

Commission

Gross

Underwritten

Proceeds

less any amount payable to the
Additional Underwriters
Additional

The

Additional

Underwriter

Underwriters

An aggregate of 1.5% of the
product of the Issue Price andCommission

theaggregate

numberofUnderwritten Shares which are
underwritten by the Additional
Underwriters
Global Co-ordinator

Barclays

Fee

Bank,

as

Investment

0.1% of the Gross Underwritten

globalco-

Proceeds

and£446,344 eachordinator
Broking Fee

CreditSuisseDeutsche Bank, as joint
brokers
Sponsor Fee

Credit Suisse£1,553,656

Sub-underwriter

The sub-underwriters

In the region of 0.8% of theCommission

product of the Issue Price andtheaggregate

Ordinary

numberSharesofsub-underwritten (to be deducted
Page 17 of 33

from the commissions paid to
the Underwriters)
A weekly ticking fee may be payable to the Underwriters if Admission occurs after 3 October
2013.
The full terms and conditions of the Rights Issue will be set out in the Prospectus, which is
expected to be published in September 2013. In the United States, the Rights Issue will be madepursuant to the US Prospectus, which is expected to be filed with the SEC on or around the dateof the Prospectus.

Page 18 of 33

Appendix 3
Definitions
The definitions set out below apply throughout this announcement unless the context
otherwise requires:"£"the lawful currency of the United Kingdom"$"

the lawful currency of the United States"Additional Underwriters"

any additional underwriters who accede to theUnderwriting Agreement following the date of thisannouncement"Admission"

the admission of the New Ordinary Shares (nil paid
and fully paid) to the Official List of the FCA
becoming effective in accordance with the Listing
Rules and the admission of such shares (nil paid
and fully paid) to trading on the London Stock
Exchange's main market for listed securities"ADS"

an American Depositary Share representing four
Ordinary Shares, listed on the NYSE

"AT1" or "Additional Tier 1"

additional tier 1 securities which meet therequirements of Article 52 of CRD IV"Banks"Barclays Investment Bank, Credit Suisse, DeutscheBank, Citi and BofA Merrill Lynch"Barclays Investment Bank"

Barclays Bank PLC, in its capacity as global coordinator and/or joint bookrunner, as the context
requires"Board"the board of Directors of the Company"BofA Merrill Lynch"

Merrill Lynch International, a subsidiary of Bank ofAmerica Corporation"Business Day"any day on which banks are generally open in
England and Wales for the transaction of business,other than a Saturday, Sunday or public holiday"CET1" or "CRD IV CET1"

common equity tier 1 capital, calculated under CRD
IVPage 19 of 33

"Citi"

Citigroup Global Markets Limited"Closing Price"309.05 pence per Ordinary Share, being the closing
middle market price on the London Stock Exchange
on 29 July 2013 (being the last Business Day prior
to the release of this announcement)"CoE"

cost of equity"Company" and "Barclays"

Barclays PLC"Conduct Provisions"further provisions announced on 30 Jun 2013
relating to payment protection insurance redress
and interest rate hedging products redress"CRD IV"

the legislative package consisting of Directive
2013/36/EU on the access to the activity of credit
institutions and the prudential supervision of credit
institutions and investment firms and Regulation(EU) No. 575/2013 on prudential requirements for
credit institutions and investment firms of theEuropean Parliament and of the Council of 26 June
2013

"CRD IV leverage exposure"anestimatedprudential

exposuremeasure,reported on the basis set out in Article 429 of CRD
IV and disclosed in the Interim Results"CRD IV leverage ratio

an estimated non risk-based ratio calculated as
CRD IV CET1 capital divided by CRD IV leverage
exposure,inaccordance

with

the

reportingrequirements set out in Article 429 of CRD IV anddisclosed in the Interim Results"Credit Suisse"

Credit Suisse Securities (Europe) Limited in its
capacityassponsor,joint

bookrunnerandunderwriter and/or Credit Suisse AG, London
Branch in its capacity as underwriter, as thecontext requires"Deutsche Bank"

Deutsche Bank AG, London Branch"Director"

a director of the Company"Disclosure and Transparency Rules"

the Disclosure Rules and Transparency Rules
contained in the FCA's sourcebook

Page 20 of 33

"Enlarged Ordinary Share Capital"

the issued Ordinary Share capital of Barclays
following the issue of the New Ordinary Sharespursuant to the Rights Issue based on the existing
issued Ordinary Share capital of Barclays as at 29
July 2013 (being the last Business Day prior to therelease of this announcement)"Existing Ordinary Shares"

the Ordinary Shares in issue as at the Record Date

"FCA"

Financial Conduct Authority"FSMA"

Financial Services and Markets Act 2000, as
amended"Fully Loaded CET1 ratio"

an estimated risk-based ratio calculated as CRD IV
CET1 capital divided by CRD IV Risk Weighted
Assets (before the application of the transitional
provisions set out in CRD IV and interpretive
guidance dated 26 October 2012 published by the
Financial Services Authority) and as disclosed in
the Interim Results"Fully Paid Rights"

rights to acquire New Ordinary Shares, fully paid

"Gross Underwritten Proceeds"

the product of the Issue Price and the aggregate
number of Underwritten Shares"Group"

Barclaysandits

subsidiaries

andsubsidiary

undertakings"Initial Underwriters"

Credit Suisse, Deutsche Bank, Citi and BofA Merrill
Lynch"Interim Results"

Barclays’ interim results for the six month period
ended 30 June 2013 announced by Barclays on
today's date

"Issue Price"

185 pence per New Ordinary Share"Leverage Plan"theleverage exposure and capital management

actions proposed to be taken by the Company andoutlined in this announcement, in order to meetthe PRA Leverage Ratio target of 3%"London Stock Exchange" or "LSE"

London Stock Exchange plc or its successor(s)"Listing Rules"

the rules and regulations made by the FCA under

Page 21 of 33

Part VI of FSMA"New Ordinary Shares"

the Ordinary Shares to be issued by the Company
pursuant to the Rights Issue"Nil Paid Rights"

New Ordinary Shares in nil paid form to beprovisionally allotted to Qualifying Shareholders
pursuant to the Rights Issue"NYSE"

the New York Stock Exchange"Ordinary Share"an ordinary share of 25 pence in the share capitalof the Company"PRA"

Prudential Regulation Authority"PRA Adjustments"

valuation adjustments applied by the PRA anddeducted from Barclays’ CRD IV CET1 capital in thecalculation of the PRA Leverage Ratio"PRA Leverage Ratio"a non risk-based ratio introduced by the PRA in
June 2013 calculated as CRD IV CET1 capital after
PRA Adjustments divided by CRD IV leverage
exposure"Prospectus"

the UK prospectus to be published by the Company
relating to the Rights Issue in accordance with theProspectus Rules"Prospectus Directive"

European Directive 2003/71/EC, as amended"Prospectus Rules"

the rules published by the FCA under section 73A
FSMA"Provisional Allotment Letter"the provisional allotment letter expected to beissued to Qualifying Shareholders (who hold their
Ordinary Shares in certificated form) in respect of
New Ordinary Shares to be provisionally allotted tothem pursuant to the Rights Issue"Qualifying Shareholders"

holders of Ordinary Shares (including those
represented by ADSs) who will be entitled toparticipate in the Rights Issue, as set out in the
Prospectus (when published)"Record Date"the time (to be determined by the Company in due
course) on which a holder of Ordinary Shares must

Page 22 of 33

be on the register of members of the Company inorder to participate in the Rights Issue; the record
date in respect of ADSs (also to be determined by
the Company in due course) may differ"Rights Issue"

the proposed offer by way of rights to Qualifying
Shareholders to acquire New Ordinary Shares, on
the terms and conditions to be set out in the
Prospectus (or in the US Prospectus, as the casemay be) and, where applicable, the Provisional
Allotment Letter"RoE"

return on equity"RWA"

risk weighted asset"Scrip Dividend Programme"

Barclays PLC's scrip dividend programme"SEC"

US Securities and Exchange Commission"Shareholders"

holders of Ordinary Shares"Sponsor"

Credit Suisse Securities (Europe) Limited in its
capacity as sponsor"Transitional CET1 ratio"

an estimated risk-based ratio calculated as CRD IV
CET1 capital divided by CRD IV Risk Weighted
Assets(aftertheapplicationoftransitional

provisions set out in CRD IV and interpretive
guidance dated 26 October 2012 published by the
Financial Services Authority) and as disclosed in
the Interim Results"UK" or "United Kingdom"

the United Kingdom of Great Britain and Northern
Ireland"UKLA"

the FCA, acting in its capacity as the competentauthority for the purposes of FSMA

"Underwriters"theInitialUnderwriters

and

the

Additional

Underwriters"Underwriting Agreement"

the underwriting agreement dated today's date
between the Company, Barclays Investment Bank,
the Underwriters and the Sponsor relating to the
Rights Issue

Page 23 of 33

"Underwritten Shares"

those New Ordinary Shares to be allotted pursuant
to the Rights Issue (but excluding any New
Ordinary Shares to be allotted under the Rights
Issue as a result of any increase in the number ofOrdinary Shares in issue after the date of theUnderwriting Agreement but prior to the Record
Date)"US" or "United States"

the United States of America, its territories andpossessions, any state of the United States and theDistrict of Columbia"US Prospectus"

the prospectus pursuant to which the Rights Issue
will be made to Qualifying Shareholders in the
United States and ADS holders and which will form
part of the US Registration Statement"US Registration Statement"

the registration statement filed by Barclays on
Form F-3 (Registration No. 333-173886) with the
SEC as amended on 29 July 2013, which may beamended or supplemented thereafter in respect ofadditional information relating to the Rights Issue

Page 24 of 33

Appendix 4
Certain non-IFRS measures
This announcement includes certain non-International Financial Reporting Standards (IFRS)
measures. These non-IFRS measures are important to understanding the background of, andrationale for, the Rights Issue as well as Barclays’ capital and leverage position in light of the
anticipated implementation of CRD IV and the introduction of the PRA Leverage Ratio target.
The CRD IV-based measures have been calculated on the basis of Barclays’ current
interpretation of CRD IV and are not yet in force. Measures presented on a “transitional” basis
are calculated by taking into account transitional provisions set out in CRD IV and interpretive
guidance dated 26 October 2012 published by the FSA and assuming they were applied as at
30 June 2013. Measures presented on a “fully loaded” basis are calculated without applying
CRD IV transitional provisions.
The final impact of CRD IV is dependent on technical standards to be finalised by the European
Banking Authority (EBA) and on the final UK implementation of the rules.

Barclays’interpretation of CRD IV and the basis of Barclays’ calculation of CRD IV-based measures may
be different from those of other financial institutions.

This announcement includes thefollowing CRD IV-based metrics, which are described in more detail in Appendix 3 (Definitions)•CRD IV CET1 on a transitional and fully loaded basis. See the “Estimated Impact of CRD
IV – Capital” table below for a reconciliation of CRD IV CET1 to Core Tier 1 capital,
which is calculated on the basis currently applied to Barclays under existing UK
regulatory requirements.

•

CRD IV risk weighted assets (RWAs) on a transitional and fully loaded basis. See the“Estimated Impact of CRD IV – Capital” table below for a reconciliation of CRD IV RWAs
to RWAs calculated on the basis currently applied to Barclays under existing UK
regulatory requirements.

•

Fully Loaded CET1 ratio and Transitional CET1 ratio, each representing CRD IV CET1
divided by CRD IV RWAs. See the “Estimated Impact of CRD IV– Capital” table below
for a reconciliation of the components of the Fully Loaded CET1 ratio and Transitional
CET1 ratio to the respective components of the Core Tier 1 ratio, which is calculated on
the basis currently applied to Barclays under existing UK regulatory requirements.

•

CRD IV leverage exposure on a transitional and fully loaded basis. CRD IV leverage
exposure makes certain adjustments to total assets in accordance with Barclays’interpretation of CRD IV requirements.

See the “Estimated Impact of CRD IV –Leverage” table below for a reconciliation of CRD IV leverage exposure to total assets.

Page 25 of 33

•CRD IV leverage ratio on a transitional and fully loaded basis, which represents CRD IV
Tier 1 divided by CRD IV leverage exposure. See the “Estimated Impact of CRD IV–
Capital” table below for a reconciliation of CRD IV CET1 to Core Tier 1 capital, and see
the “Estimated Impact of CRD IV – Leverage” table below for a reconciliation of CRD IV
leverage exposure to total assets.

The PRA-adjusted Fully Loaded CET1 and PRA Leverage Ratio apply the PRA Adjustments to
Barclays’ fully loaded CRD IV CET1 capital base. The PRA Adjustments are shown in Appendix
1 of this announcement. A reconciliation of the PRA Leverage Ratio to Barclays’ CRD IV
leverage ratio is also shown in the table entitled “Estimated CRDIV Leverage Ratio and PRA
Leverage Ratio” in this announcement.
Estimated Impact of CRD IV – Capital

CET1

CET1

Transitional

Fully-loaded

30.06.13

30.06.13£bn£bn

Core Tier 1 capital (FSA 2009 definition)

42.9

42.9

Risk Weighted Assets (RWA) (current Basel 2.5 rules)

387.2

387.2

Core Tier 1 ratio (Basel 2.5)

11.1%

11.1%

Conversion from securitisation deductions to RWAs

0.8

0.8

Prudential Valuation Adjustment (PVA)

(2.1)

(2.1)

Other

(0.2)

(0.2)

Goodwill and intangibles

6.1-

Expected losses over impairment

0.4

(1.0)

Deferred tax assets deduction

(0.4)

(1.9)

Excess minority interest

(0.2)

(0.6)

Debit Valuation Adjustment (DVA)

(0.1)

(0.3)

Gains on available for sale equity and debt-

0.5

Non-significant holdings in Financial Institutions

(0.5)

(2.5)

Mitigation of non-significant holdings in Financial Institutions

0.5

2.5

CET1 capital

47.2

38.1

Credit Valuation Adjustment (CVA)

32.2

32.2

Securitisation

19.0

19.0

Central Counterparty Clearing

21.7

21.7

Other

11.4

11.4

Gross Impact

84.3

84.3

CRD IV impact on Core Tier 1 capital:
Adjustments not impacted by transitional provisions

Adjustments impacted by transitional provisions

CRD IV impact to RWAs:

Page 26 of 33

RWAs (CRD IV)

471.5

471.5

CET1 ratio

10.0%

8.1%

Page 27 of 33

Estimated Impact of CRD IV – Leverage

Final CRD IV
text basis
As at 30.06.13

Leverage exposure£bnDerivative financial instruments

403

Reverse repurchase agreements and othersimilar secured lending

223

Loans and Advances and other assets

907

Total assets

1,533

CRD IV exposure measure adjustments
Derivatives
Netting adjustments for derivatives(324)

Potential Future Exposure on derivatives

308

Securities Financing Transactions (SFTs)
Remove net IFRS SFTs(223)

Add leverage exposure measure for SFTs

93

Other adjustments
Undrawn commitments

190

Regulatory deductions and other adjustments(18)

Fully-loaded CRD IV Leverage exposure measure

1,559Transitional adjustments to assets deductedfrom Tier 1 Capital

2

Transitional CRD IV Leverage exposure measure

1,561
Leverage ratio
Final CRD IV
text basis

Leverage Ratio as at 30.06.13

Tier 1 Capital

As at 30.06.13£bn%

Transitional measure1

48.2

3.1

Adjusted fully loaded point measure2

47.9

3.1

Fully-loaded measure3

38.3

2.5

_____________
Page 28 of 33

1

Tier 1 capital is calculated as the transitional CRD IV measure assuming 2013 is the firstyear of implementation. Regulatory deductions are adjusted to reflect the transitional
impact on Tier 1 capital.

2

Tier 1 capital is calculated as the fully loaded CRD IV measure with all ineligible Tier 1
instruments added back. Regulatory deductions reflect the fully-loaded impact on Tier 1
capital.

3

Tier 1 capital is calculated as the fully loaded CRD IV measure. Regulatory deductions
reflect the fully loaded impact on Tier 1 capital.

The defined terms set out in Appendix 3 apply in this announcement. Unless otherwise statedreferences to time contained in this announcement are to London time.
This announcement shall not constitute an offer to sell, an invitation to induce an offer or asolicitation of an offer to buy or subscribe for securities, nor shall there be any sale of securities
referred to in this announcement, in any jurisdiction in which such offer, invitation, solicitation,or sale would be unlawful.
The Prospectus, giving information on Barclays and containing details of the Rights Issue(including details of the Nil Paid Rights, the Fully Paid Rights and the New Ordinary Shares to beoffered pursuant to the Rights Issue) will not be posted to Qualifying Shareholders but is
expected to be published on the Company's website www.barclays.com in September 2013 (atwhich time it will be available in printed form to Qualifying Shareholders (other than those in the
United States (see below)) who receive a notification of its availability on Barclays’ website fromthe relevant registrar of Barclays). The Provisional Allotment Letters are expected to be
despatched on or around the date the Prospectus is published.
Notice to US investors and ADS holders
In the United States, the Rights Issue will be made pursuant to the US Prospectus that Barclays
expects to file with the SEC in September 2013. The US Prospectus will describe, among otherthings, how ADS holders will be able to participate in the Rights Issue. Barclays has filed a
registration statement on Form F-3 (including a base prospectus) (Registration No. 333-173886)
with the SEC relating to its Ordinary Shares (the "US Registration Statement") and for theoffering to which this announcement relates. Before you invest, you should read the baseprospectus in that registration statement, as it may be amended from time to time, the US
Prospectus (when it is filed) and other documents Barclays has filed, and will file, with the SEC
for more complete information about Barclays and the Rights Issue. You may get these
documents for free by visiting EDGAR on the SEC Web site at www.sec.gov or by accessing
Barclays’ website at www.barclays.com. Alternatively, copies of the base prospectus and, whenavailable, the US Prospectus may be obtained by contacting Barclays, c/o Broadridge Financial
Solutions, 1155 Long Island Avenue, Edgewood, NY 11717, telephone (888) 603-5847 or e-maila request to barclaysprospectus@broadridge.com
Page 29 of 33

Notice to all investors
Barclays Investment Bank, Credit Suisse Securities (Europe) Limited, Credit Suisse AG, London
Branch, Deutsche Bank AG, London Branch, Citigroup Global Markets Limited and Merrill Lynch
International (together, the "Banks") which are each authorised by the Prudential Regulation
Authority and regulated by the Financial Conduct Authority and the Prudential Regulation
Authority in the United Kingdom and Deutsche Bank AG which is authorised under German
Banking Law (competent authority: BaFin – Federal Financial Supervising Authority) andauthorised and subject to limited regulation by the FCA in the United Kingdom, are acting
for Barclays and are acting for no one else in connection with the Rights Issue and will notregard any other person as a client in relation to the Rights Issue and will not be responsible toanyone other than Barclays for providing the protections afforded to their respective clients, nor
for providing advice in connection with the Rights Issue or any other matter, transaction or
arrangement referred to herein.
Apart from the responsibilities and liabilities, if any, which may be imposed on the Sponsor by the
FSMA, none of the Banks accept any responsibility or liability whatsoever for, or make any
representation or warranty, express or implied with respect to, the contents of thisannouncement, including its accuracy, fairness, sufficiency, completeness or verification or for
any other statement made or purported to be made by it, or on its behalf, in connection with
Barclays or Nil Paid Rights, Fully Paid Rights, Provisional Allotment Letters, New Ordinary Sharesor the Rights Issue and nothing in this announcement is, or shall be relied upon as, a promise or
representation in this respect, whether as to the past or future. Each of the Banks accordingly
disclaims to the fullest extent permitted by law all and any responsibility and liability whether
arising in tort, contract or otherwise (save as referred to above) which it might otherwise have inrespect of this announcement or any such statement.
No person has been authorised to give any information or to make any representations otherthan those contained in this announcement and, when published, the Prospectus and the US
Registration Statement (including the US Prospectus) and, if given or made, such information or
representations must not be relied on as having been authorised by Barclays or the Banks.
Subject to the Listing Rules, the Prospectus Rules and the Disclosure and Transparency Rules, theissue of this announcement shall not, in any circumstances, create any implication that there has
been no change in the affairs of Barclays since the date of this announcement or that the
information in it is correct as at any subsequent date.
The Banks and their respective affiliates may, acting as investors for their own account, in
accordance with applicable legal and regulatory provisions, engage in transactions in relation to
the Nil Paid Rights, the Fully Paid Rights, the New Ordinary Shares and/or related instruments fortheir own account for the purpose of hedging their underwriting exposure or otherwise, subject
to the provisions of the Underwriting Agreement. Accordingly, references in the Prospectus, once
Page 30 of 33

published, to Nil Paid Rights, Fully Paid Rights or New Ordinary Shares being issued, offered,subscribed, acquired, placed or otherwise dealt in should be read as including any issue or offer
to, or subscription, acquisition, placing or dealing by, the Banks and any of their affiliates acting
as investors for their own account. Except as required by applicable law or regulation, none of
the Banks propose to make any public disclosure in relation to such transactions.
This announcement is not a prospectus or an extract from, a summary or abridged version of aprospectus but an advertisement and is for information purposes only and does not constitute orform part of any offer or invitation to sell, or an invitation to induce an offer or issue, or any
solicitation of any offer to acquire Nil Paid Rights, Fully Paid Rights or New Ordinary Shares or totake up any entitlements to New Ordinary Shares in any jurisdiction in which such an offer orsolicitation is unlawful. Investors should not acquire any Nil Paid Rights, Fully Paid Rights or New
Ordinary Shares referred to in this announcement except on the basis of information containedin the Prospectus or the US Registration Statement (including the US Prospectus) (as applicable).
The information contained in this announcement is for background purposes only and does not
purport to be full or complete. No reliance may be placed for any purpose on the information
contained in this announcement or its accuracy or completeness. The information is subject tochange.
The distribution or release, directly or indirectly, of this announcement, the Prospectus
and/or the Provisional Allotment Letter and/or the transfer of Nil Paid Rights, Fully Paid
Rights and/or New Ordinary Shares into a jurisdiction other than the United Kingdom may be
restricted by law and therefore persons into whose possession this announcement and/or any
related documents comes should inform themselves about and observe any such restrictions.
Any failure to comply with any such restrictions may constitute a violation of the securities
laws of any such jurisdictions.
The information in this press release may not be forwarded or distributed to any other person
and may not be reproduced in any manner whatsoever. Any forwarding, distribution,
reproduction, or disclosure of this information in whole or in part is unauthorised. Failure tocomply with this directive may result in a breach of the applicable laws of the jurisdictions inwhich distribution or release would be unlawful.
Prices and values of, and income from, securities may go down as well as up and an investor
may not get back the amount invested. It should be noted that past performance is no guide to
future performance. The contents of this announcement are not to be construed as legal,business, financial or tax advice. Each Shareholder or prospective investor should consult his, heror its own legal adviser, business adviser, financial adviser or tax adviser for legal, financial,business or tax advice.
Neither the content of Barclays’ website (or any other website) nor any website accessible byhyperlinks on Barclays’ website (or any other website) is incorporated in, or forms part of, thisannouncement.
Cautionary statement regarding forward-looking statements
Page 31 of 33

This announcement may contain certain forward-looking statements with respect to thefinancial condition, results of operations and business of Barclays.
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 forwardlooking 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,” “expect,” “estimate,”“projected,” “intend,” “plan,” “goal,” “believe,” “achieve” or other words of similar meaning.
Examples of forward-looking statements include, among others, statements regarding Barclays’
future financial position, income growth, assets, impairments, charges, business strategy, capitaland leverage ratios, payment of dividends (including dividend pay-out ratios), projected levels of
growth in the banking and financial markets, projected costs, original and revised commitment
and targets in connection with the Transform programme, deleveraging actions (including theLeverage Plan), 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 tofuture events and circumstances, including, but not limited to, U.K. domestic, Eurozone andglobal 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, particularly as it may affect the timing and cost ofplanned capital raisings, the policies and actions of governmental and regulatory authorities(including, among others the potential for one or more countries exiting the Eurozone), changes
in legislation, the further development of standards and interpretations under International
Financial Reporting Standards (“IFRS”) applicable to past, current and future periods, evolving
practices with regard to the interpretation and application of standards under IFRS andprudential capital and leverage rules, the outcome of current and future legal proceedings,
future levels of Conduct Provisions, the success of future acquisitions and other strategictransactions and the impact of competition, a number of which factors are beyond Barclays’control. As a result of these uncertain events and circumstances, Barclays’ actual future results,
dividend payments and capital and leverage ratios may differ materially from the plans, goals
and expectations set forth in such forward-looking statements. The list above is not exhaustive
and there are other factors that may cause the Company's actual results to differ materiallyfrom the forward-looking statements contained in this announcement. Additional risks andfactors are identified in Barclays’ filings with the SEC (as defined herein) including in Barclays’
Annual Report on Form 20-F for the fiscal year ended 31 December 2012, which is available on
the SEC’s website at http://www.sec.gov. You are also advised to read carefully the additionalrisks and other factors that will be identified in the prospectus and the US Prospectus before
making any investment decision in the Rights Issue.

Page 32 of 33

Written and/or oral forward-looking statements may also be made in the periodic reports to theSEC, summary financial statements to shareholders, proxy statements, offering circulars andprospectuses, press releases and other written materials, and in oral statements made by
Barclays’ Directors, officers or employees to third parties, including financial analysts.
Forward-looking statements speak only as of the date they are made and it should not beassumed that they have been revised or updated in the light of new information or future events.
Except as required by the FCA, the London Stock Exchange, the Prospectus Directive, the Listing
Rules, the Disclosure and Transparency Rules, the SEC or applicable law, Barclays, the Banks andtheir respective affiliates expressly disclaim any obligation or undertaking to update, review orrevise any forward-looking statement 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 or otherwise.
Nothing in this announcement is intended, or is to be construed, as a profit forecast or to beinterpreted to mean that earnings per Barclays share for the current or future financial years will
necessarily match or exceed the historical published earnings per Barclays share.
You are advised to read this announcement and the Prospectus or the US Prospectus (asapplicable) in their entirety for a further discussion of the factors that could affect Barclays’
future performance. In light of these risks, uncertainties and assumptions, the events described in
the forward-looking statements in this announcement may not occur.

Page 33 of 33