SUPPLEMENTAL LISTING DOCUMENT
BARCLAYS BANK PLC
(Incorporated with limited liability in England)
Sponsor
Barclays Capital Asia Limited
Offer of 80,000,000 European Style (Cash Settled) Put Warrants in Global Registered
Form due 28th September 2009 relating to the existing issued ordinary H shares of
RMB1.00 each of China Life Insurance Company Limited
(Stock Code: 7349)
Exercise price: HK$20.00 per ten warrants
This document includes particulars given in compliance with the Rules Governing the Listing of Securities on The
Stock Exchange of Hong Kong Limited (the rules) for the purpose of giving information with regard to the issuer. The
issuer accepts full responsibility for the accuracy of the information contained in the base listing document dated 30th
April 2007 (base listing document) and in this document and confirms, having made all reasonable enquiries, that to
the best of its knowledge and belief there are no other facts the omission of which would make any statement in the
base listing document and/or in this document misleading.
Investors are warned that the price of the warrants may fall in value as rapidly as it may rise and holders may
sustain a total loss of their investment. Prospective purchasers should therefore ensure that they understand the
nature of the warrants and carefully study the risk factors set out in our base listing document and this
document and, where necessary, seek professional advice, before they invest in the warrants.
The warrants constitute general unsecured contractual obligations of the issuer and of no other person and if
you purchase the warrants you are relying upon the creditworthiness of the issuer and have no rights under the
warrants against the company which has issued the underlying securities.
Dated 28th January 2008
2
IMPORTANT
If you are in any doubt as to any of the contents of this document, you should consult your stockbroker or other
registered dealer in securities, bank manager, solicitor, professional accountant or other professional adviser.
You should read this document together with our base listing document before you invest in the warrants.
We cannot give you investment advice. You must decide for yourself whether the warrants meet your investment
needs, taking professional advice if appropriate.
During the period in which the warrants are listed on the stock exchange, you can come to the office of Barclays
Capital Asia Limited, which is presently at 42nd Floor, Citibank Tower, 3 Garden Road, Central, Hong Kong to inspect
the following documents during normal business hours:
(a) a copy of our base listing document (both the English version and the Chinese translation) together with any
addenda or successor to our base listing document (both the English version and the Chinese translation);
(b) a copy of this document (both the English version and the Chinese translation);
(c) a copy of our latest publicly available annual report and interim report (if any); and
(d) a copy of the consent letter of our auditors referred to in our base listing document.
權證在聯交所上市期間,閣下可於正常辦公時間親臨巴克萊亞洲有限公司辦事處(現時地址為香港中環花園道3
號花旗銀行大廈42樓)查閱以下文件:
(a) 本公司基本上市文件 (英文本及中文譯本)連同本公司基本上市文件任何增編或續編(英文本及中文譯本)
的副本;
(b) 本文件(英文本及中文譯本)的副本;
(c) 本公司最近期可從公眾途徑獲得的年報及中期報告(如有)的副本;及
(d) 本公司基本上市文件所述的本公司審計師同意函件的副本。
Our warrants are not available to U.S. persons (as defined in the U.S. Securities Act of 1933, as amended).
TABLE OF CONTENTS
Page
Risk factors ..................................................................................................................................................................... 3
Summary of the issue ..................................................................................................................................................... 4
Terms and conditions of the warrants .......................................................................................................................... 7
Information relating to the company ............................................................................................................................ 8
Information on the liquidity provider ........................................................................................................................... 9
Further information ..................................................................................................................................................... 10
More information about our warrants ....................................................................................................................... 11
Supplemental information about us ............................................................................................................................ 12
Our interim results announcement ............................................................................................................................. 17
3
RISK FACTORS
You should carefully study the following summary of risks and the risk factors set out in our base listing
document, together with all other information in this document and in our base listing document before making
any investment decision. The following summary does not necessarily set out all the risks related to the warrants
and you should not rely on it without reference to the conditions in our base listing document. If you have any
concerns or doubts about the warrants, you should obtain independent professional advice.
• The price of the warrants may fall in value as
rapidly as it may rise and you may sustain a
total loss of your investment. The warrants are
European style and are exercisable only on the
expiry date.
• If you purchase the warrants, you rely on our
creditworthiness and have no rights under the
warrants against any company which issues the
underlying shares.
• If trading in the underlying shares is suspended
on the stock exchange, trading in the warrants
will be suspended for a similar period.
• If a settlement disruption event occurs,
settlement may be delayed.
• There is a time lag between exercise of the
warrants and payment of the cash settlement
amount.
• Events may occur which may affect the value of
the underlying share. If such event does not
require an adjustment to the warrants, the price
of the warrants may be affected.
• We or the liquidity provider may be the only
market participants for the warrants. The
secondary market may be limited.
• The value of the warrants may not correlate
with the movements of the underlying share
price and may be affected by other factors
including the time remaining to expiry.
• Various potential and actual conflicts of interest
may arise from our overall activities or
activities of our affiliates.
• In the ordinary course of our business, we may
effect transactions for our own account or for
the account of our customers and hold long or
short positions in the underlying shares or
related derivatives.
• We are not the ultimate holding company of the
group to which we belong. The ultimate holding
company of the group to which we belong is
Barclays PLC.
• As the warrants are issued in global registered
form, HKSCC Nominees Limited will be the
only legal owner of the warrants. You will have
to rely on CCASS and/or your broker/custodian
to (a) determine your beneficial interest in the
warrants, (b) receive announcements and/or
information relating to the warrants and (c)
receive payments from us.
• If the underlying company is liquidated, all
unexercised warrants will lapse.
4
SUMMARY OF THE ISSUE
The following is only a summary of the terms of the warrants. You should read all of this document together with our
base listing document. The conditions applicable to the warrants are set out in the section “Terms and Conditions of the
warrants on single equities (cash settled)” (the conditions) of our base listing document.
The warrants European style (cash settled) put warrants in global registered form due
28th September 2009 relating to the shares of the company.
Company and its shares Existing issued ordinary H shares of RMB1.00 each of China Life
Insurance Company Limited. The warrants relate to 8,000,000 shares of
the company.
If a corporate event occurs in respect of the company, for example, if
there is a rights issue, bonus issue, sub-division or consolidation of its
shares, we may adjust the terms of the warrants to take into account the
consequences of such events. Please refer to condition 6 for further
details as to what the adjustments will be in these circumstances.
Launch date 22nd January 2008
Issue size 80,000,000 warrants
Issue price HK$0.266 per warrant
Board Lot 10,000 warrants
Exercise amount Ten warrants
Cash settlement amount For each exercise amount you will receive a cash payment in Hong
Kong dollars calculated by us using the following formula:
Entitlement x (Exercise Price − Closing Price) − Exercise Expenses
Entitlement One share
Closing price The average of the closing price of one share (which is obtained from
the daily quotation sheet of the stock exchange (subject to any
adjustments as provided in condition 2)) for the five business days
immediately before the expiry date (i.e. the valuation dates).
Valuation date Each of the five business days immediately before the expiry date.
A day is a business day if the stock exchange is open for dealings in
Hong Kong and banks are open for business in Hong Kong (excluding
Saturday).
If a market disruption event occurs on a valuation date, then such
valuation date will be postponed and we may have to make a good faith
estimate of the value of the shares in certain circumstances. Please refer
to “What happens if a market disruption event occurs on a valuation
date?” on page 11 of this document.
Expiry date 28th September 2009 or, if that day is not a business day, the business
day immediately before.
5
Exercise at expiry Warrants are exercisable only on the expiry date in integral multiples of
10,000.
If on the expiry date the cash settlement amount is greater than zero, the
warrants will be exercised automatically on the expiry date. You do not
need to deliver any exercise notice.
If on the expiry date the cash settlement amount is less than or
equal to zero, you will lose the value of your investment.
Payment of cash settlement amount If the warrants are automatically exercised on the expiry date, we will
pay you the cash settlement amount.
You must pay your own exercise expenses on exercise of the
warrants on the expiry date. Payment of the exercise expenses is
reflected in the calculation of the cash settlement amount.
We will pay the cash settlement amount no later than three business
days following the expiry date. Under the terms and conditions of the
warrants, HKSCC Nominees Limited is, legally, the only
“warrantholder” so far as we are concerned. Any cash settlement
amount will be delivered to HKSCC Nominees Limited as the
registered holder of the warrants and will be delivered to you through
Central Clearing and Settlement System (CCASS) or to your
broker/custodian in accordance with the General Rules of CCASS and
the CCASS Operational Procedures. You may have to rely on your
broker/custodian to ensure the cash settlement amount is credited to
your account with them. If a settlement disruption event has occurred
and we cannot make payment electronically through CCASS, we will
pay you as soon as reasonably practicable after the original date.
Our obligation to pay the cash settlement amount is discharged upon
payment in accordance with the conditions.
Exercise price The exercise price is HK$20.00 for each exercise amount.
Exercise and trading currency Hong Kong dollars.
Listing We have made an application to the stock exchange for, and the stock
exchange has agreed in principle to, the listing of and dealings in, the
warrants. The issue of the warrants is conditional on such listing being
granted. We expect that dealings in the warrants on the stock exchange
will commence on or about 29th January 2008.
We do not intend to apply for a listing of the warrants on any other
stock exchange other than the stock exchange.
Admission into CCASS All necessary arrangements have been made to enable the warrants to
be admitted to CCASS. All activities in CCASS are subject to the
General Rules of CCASS and the CCASS Operational Procedures. If
you are a CCASS investor participant you may hold your warrants in
your account with CCASS. If you do not have a CCASS investor
account, your broker (as a CCASS participant) will arrange to hold the
warrants for you in an account at CCASS.
6
Form The warrants are represented by a global certificate registered in the
name of HKSCC Nominees Limited. You are not entitled to definitive
certificates. Computershare Hong Kong Investor Services Limited will
maintain a register in Hong Kong showing HKSCC Nominees Limited
as the registered holder of the warrants. Any notices delivered to
HKSCC Nominees Limited as the registered holder of the warrants will
be communicated to you through CCASS or your broker/custodian in
accordance with the General Rules of CCASS and the CCASS
Operational Procedures. You may have to rely on your broker/custodian
to ensure the notices reach you.
You can refer to the records of CCASS or your broker/custodian and the
statements you receive from them to determine your beneficial interests
in the warrants.
Transfers of warrants You can only transfer your warrants in board lots or integral multiples
thereof in CCASS in accordance with the General Rules of CCASS and
the CCASS Operational Procedures. If you transfer your warrants
through the stock exchange, settlement must currently be made not later
than two trading days after the dealing was entered into.
Status of the warrants upon liquidation The warrants will constitute our general, unsecured, contractual
obligations and of no other person and will rank equally among
themselves and (save for certain obligations required to be preferred by
law) equally with all our other unsecured obligations.
Governing law Hong Kong law.
Maintenance of register Computershare Hong Kong Investor Services Limited will maintain the
register for the warrants.
Liquidity provider Barclays Capital Asia Limited
Broker ID: 9567
42nd Floor, Citibank Tower
3 Garden Road
Central
Hong Kong
Tel: (852) 2903 2938
7
TERMS AND CONDITIONS OF THE WARRANTS
The conditions applicable to the warrants are set out in the section “Terms and Conditions of the warrants on single
equities (cash settled)” of our base listing document. For the purposes of the conditions, the terms below shall have the
following meanings:
Board Lot: 10,000 Warrants
Company: China Life Insurance Company Limited
Dealing Commencement Date: 29th January 2008
Entitlement: One Share
Exercise Amount: Ten Warrants
Exercise Price: HK$20.00 per ten warrants
Issue Date: 28th January 2008
Expiry Date: 28th September 2009 or if 28th September 2009 is not a Business Day,
the immediately preceding Business Day
Shares: Existing issued ordinary H shares of RMB1.00 each of the Company
Warrants: 80,000,000 European style (cash settled) put warrants in global
registered form due 28th September 2009 relating to the Shares
8
INFORMATION RELATING TO THE COMPANY
Where can you obtain information on the company, such as its published consolidated financial statements and
its interim financial statements, if any?
You can do the following:
• talk to your financial advisers
• view the website of the stock exchange (www.hkex.com.hk)
• view the website of the company (www.e-chinalife.com). The company may not always maintain a website and
may change or add a new website or websites, or may amend, or remove any information posted on such
websites. You should conduct your own web searches to ensure that you are viewing the most up to date version
of the company’s website. We accept no responsibility for that information, including whether that information is
accurate, complete or up-to-date.
9
INFORMATION ON THE LIQUIDITY PROVIDER
Will there be a market for the warrants?
The stock exchange requires us to provide liquidity in
the warrants to ensure that there will be a market price
available for the purchase and sale of the warrants
(subject to the circumstances described below). We have
appointed Barclays Capital Asia Limited (ID Number:
9567) as the liquidity provider for the warrants.
What is a liquidity provider?
The liquidity provider is our affiliate who has agreed to
act as our agent in providing liquidity in the warrants.
The liquidity provider is a stock exchange participant
and is therefore subject to prudential and conduct
regulation by the stock exchange and the Securities and
Futures Commission. If the liquidity provider is unable
to perform its functions, we will appoint a substitute
liquidity provider for the warrants.
How will the liquidity provider provide liquidity?
The liquidity provider will use its reasonable endeavours
to make a market in the warrants by responding to
requests for bid and offer prices. You can request for a
price by calling (852) 2903 2938. The liquidity provider
will respond to your request within 15 minutes of your
request.
All quotes will be displayed on the designated stock
page for the warrants. The liquidity provider will provide
quotes for a minimum of ten board lots. The spread for
the bid and offer prices provided by the liquidity
provider will not normally exceed a range of 10 spreads,
where “spread” is as prescribed under the rules of the
stock exchange. The liquidity provider will provide you
with prices for the warrants in the secondary market
during the life of the warrants. Such prices will be
available on each business day on which the warrants are
traded on the stock exchange from five minutes after
each morning trading session or after trading commences
for the first time on each business day until the market
closes on any such business day.
How does the liquidity provider calculate the prices?
Any price provided by the liquidity provider will be
based on a pricing model which takes into account such
factors as the liquidity provider deems appropriate,
including, without limitation, the volatility and price of
the shares, the time left to the expiry of the warrants, the
exercise price of the warrants, the dividend history of the
shares and the prevailing interest rate climate.
What are the circumstances that the liquidity
provider cannot provide liquidity?
The circumstances under which the liquidity provider
may not be able to, and will not be obliged to, provide
liquidity are:
(i) when the warrants are suspended from trading for
any reason including, but without limitation, as a
result of the shares being suspended from trading;
(ii) when there are no warrants available for market
making activities by the liquidity provider (in
which event, only a bid price for the warrants will
be available), and for the avoidance of doubt, in
determining whether warrants are available for
market making activities, warrants held by us or
any of our affiliates on our behalf in a fiduciary or
agency (as opposed to proprietary) capacity shall
not be available for market making activities;
(iii) if the liquidity provider is not able to short sell the
underlying (in which case for a put warrant an
offer price will not be available and for a call
warrant a bid price will not be available);
(iv) during the period of five business days
immediately prior to the expiry date of the
warrants;
(v) operational and technical problems affecting the
ability of the liquidity provider to provide liquidity
or operational and technical problems affecting the
proper functioning of the stock exchange;
(vi) if the stock market experiences exceptional price
movement and volatility, i.e. during fast markets;
(vii) the occurrence of market disruption events,
including, without limitation, any suspension of or
limitation imposed on trading (caused by
movements in price exceeding limits permitted by
the relevant exchange or otherwise) in the shares
or any warrants, options contracts or futures
contracts relating to the shares;
(viii) when the ability of the liquidity provider acting on
our behalf to source a hedge or unwind an existing
hedge, as determined by the liquidity provider in
its discretion acting in good faith, is materially
affected by prevailing market conditions (in which
case either only a bid price or only an offer price
of the warrants shall be made but not both); and
(ix) when the fair value of each warrant (as determined
by the liquidity provider based on the pricing
model) is less than HK$0.01, then the liquidity
provider will not be obliged to provide a bid price
for the warrants.
10
FURTHER INFORMATION
Are we regulated by any bodies under the rules?
We are regulated by the United Kingdom Financial
Services Authority.
Have we been rated by any credit rating agency?
As at the date of this document, our long term debt was
rated Aa1 by Moody’s Investors Service, Inc., AA by
Standard and Poor’s Ratings Services, a division of The
McGraw-Hill Companies, Inc. and AA+ by Fitch
Ratings Ltd.
Are we involved in any litigation?
Except as set out in this document and in our base listing
document, we and our affiliates are not involved in any
litigation, claims or arbitration proceedings which are
material in the context of the issue of the warrants. Also,
we are not aware of any proceedings or claims which are
threatened or pending against us or our affiliates which
are material in the context of the issue of the warrants.
Has there been any material adverse change?
There has been no material adverse change in our
financial position, or our group’s financial position taken
as a whole, since 31st December 2006.
Who makes determinations and calculations?
We will make any necessary determinations or
calculations in respect of the warrants.
Where can you find out information about us?
You can find out more about us on the website of the
group of companies to which we belong, which is
www.barclays.com.
Are there any experts/auditors involved?
Our auditors, PricewaterhouseCoopers LLP, have given
and have not withdrawn their written consent to the
inclusion of their report dated 8th March 2007, in our
base listing document and/or the references to their name,
in our base listing document, in the form and context in
which they are included. The report was not prepared for
incorporation in our base listing document. Our auditors
do not have any shareholding in our company or any of
our subsidiaries, nor do they have the right (whether
legally enforceable or not) to subscribe for or to
nominate persons to subscribe for our securities or our
subsidiaries’ securities.
Are there any arrangements with brokers?
We do not have any special arrangements (i.e.
commission rebates and other incentive schemes) in
place with any brokers with respect to the distribution of
the warrants.
Do the stock exchange and the Securities and Futures
Commission charge any fees?
The stock exchange charges a trading fee of 0.005 per
cent. and the Securities and Futures Commission charges
a transaction levy of 0.004 per cent. in respect of each
transaction effected on the stock exchange payable by
each of the seller and the buyer and calculated on the
value of the consideration for the relevant securities. The
levy for the investor compensation fund is currently
suspended.
Is stamp duty payable?
There is no stamp duty payable in Hong Kong on the
transfer of cash settled warrants.
Has there been any updated information about us
since the date of our base listing document?
There is no supplemental information about us except as
set out in the section “Supplemental information about
us”. The information in our base listing document is
up-to-date and is true and accurate as at the date of this
document, except as modified and supplemented in this
document.
11
MORE INFORMATION ABOUT OUR WARRANTS
What happens if a market disruption event occurs on
a valuation date?
Generally, if we decide that a market disruption event
has occurred on a valuation date, then that valuation date
will be postponed until the next business day on which
there is no market disruption. However, if the postponed
valuation date falls on the expiry date (or after), then the
business day before the expiry date will be the valuation
date even if there may be market disruption on that day.
In this case, we will make a good faith estimate of the
value of the shares on that valuation date. Please refer to
condition 2(c) for a list of events constituting a market
disruption event and condition 4(B)(d) for details.
Who should buy the warrants? Are they suitable for
everyone?
The warrants are not suitable for everyone. You should
make sure you fully understand the terms of the warrants,
how the warrants work and the associated risks. The risk
factor sections in our base listing document and in this
document highlight some of the associated risks and you
should study them carefully. You should also consider
your financial position and investment objectives before
deciding to invest in the warrants. Most importantly, you
should consult your financial advisers, accounting and
tax professionals where necessary.
Where can you find more information about Barclays
Bank PLC and the warrants?
Our warrants are issued under our Hong Kong listed
warrant programme. The programme is described in our
base listing document dated 30th April 2007. Please read
our base listing document together with this document
carefully before you decide whether to buy our warrants.
Our base listing document contains important
information, including information about:
• our business, financial condition and profitability;
• the risks of buying our warrants;
• Hong Kong and United Kingdom taxation issues
in relation to our warrants; and
• the legally binding terms and conditions of the
warrants.
We have not authorised anyone to give you any
information about our warrants other than the
information in this document and our base listing
document. You should not rely on any other information
and we will not be responsible for any losses arising
from such other information. Our base listing document,
and this document, are also available in a Chinese
translation if you prefer.
12
SUPPLEMENTAL INFORMATION ABOUT US
Information relating to us and our group
The information contained in pages 11 to 16 (inclusive) of our base listing document is updated as follows:
We are a public limited company registered in England under number 1026167. The liability of our members is limited.
We have our registered office at 1 Churchill Place, London, E14 5HP, United Kingdom, telephone number +44 (0)20
7116 1000. We were incorporated on 7th August 1925 under the Colonial Bank Act 1925 and on 4th October 1971 were
registered as a company limited by shares under the Companies Act 1948 to 1967. Pursuant to The Barclays Bank Act
1984, on 1st January 1985, Barclays Bank was re-registered as a public limited company and its name was changed
from “Barclays Bank International Limited” to “Barclays Bank PLC”.
We and our subsidiary undertakings (taken together, our group) are a major global financial services provider engaged
in retail and commercial banking, credit cards, investment banking, wealth management and investment management
services. The whole of our issued ordinary share capital is beneficially owned by Barclays PLC, which is the ultimate
holding company of our group and one of the largest financial services companies in the world by market
capitalisation.
Our short term unsecured obligations are rated A-1+ by Standard & Poor’s, P-1 by Moody’s and F1+ by Fitch Ratings
Ltd. and our long-term obligations are rated AA by Standard & Poor’s, Aa1 by Moody’s and AA+ by Fitch Ratings Ltd.
Based on our group’s unaudited financial information for the period ended 30th June 2007, our group had total assets of
1,158,539 million (June 2006: 986,375 million), total net loans and advances
1
of 364,434 million (June 2006:
317,427 million), total deposits
2
of 380,079 million (June 2006: 339,421 million), and total shareholders equity of
28,789 million (June 2006: 25,790 million) (including minority interests of 1,810 million (June 2006: 1,608
million)). The profit before tax of our group for the period ended 30th June 2007 was 4,128 million (June 2006:
3,700 million) after impairment charges on loans and advances and other credit provisions of 959 million (June 2006:
1,057 million). The financial information in this paragraph is extracted from the unaudited Results Announcement of
our group for the half year ended 30th June 2007.
Recent developments, competition and regulatory matters
Acquisitions
On 1st November 2006, we acquired the U.S. mortgage servicing business of HomEq Servicing Corporation from
Wachovia Corporation.
On 8th February 2007, we completed the acquisition of Indexchange Investment AG, Germany’s leading provider of
exchange traded funds, from Bayerische Hypo- und Vereinsbank.
On 30th March 2007, we completed the acquisition of EquiFirst Corporation, the non-prime mortgage origination
business of Regions Financial Corporation.
On 21st May, 2007, we announced that we had signed an agreement to acquire Walbrook Group Limited, an
independent fiduciary services company based in Jersey, Guernsey, the Isle of Man and Hong Kong.
Disposals
On 1st January 2006, we completed the sale of the Barclays South African branch business to Absa Group Limited.
This consists of the Barclays Capital South African operations and Corporate and Business Banking activities
previously carried out by the South African branch of International Retail and Commercial Banking excluding Absa
together with the associated assets and liabilities.
On 25th July 2006, Barclays Asset & Sales Finance (BA&SF) disposed of its interest in its vehicle leasing business,
Appleyard Finance Holdings Limited.
On 22nd December 2006, we disposed of our interest in FirstCaribbean International Bank to Canadian Imperial Bank
of Commerce.
1
Total net loans and advances include balances relating to both bank and customer accounts.
13
2
Total deposits include deposits from bank and customer accounts.
On 31st December 2006, BA&SF disposed of its European Vendor Finance business, including Barclays Industrie
Bank GmbH and Barclays Technology Finance Ltd, to CIT Group.
On 4th April 2007, our credit card and consumer lending business, Barclaycard, sold part of the Monument credit card
portfolio and associated servicing capabilities to CompuCredit International Acquisition Corporation and CompuCredit
UK Limited, which are both subsidiaries of CompuCredit Corporation.
On 24th June, 2007 we announced that we had entered into an agreement to sell a 50% shareholding in Intelenet Global
Services Pvt Ltd.
Recent developments
On 5th October, 2007, we announced that as at 4th October, 2007 not all of the conditions relating to our offer for ABN
AMRO Holding N.V. were fulfilled and as a result we were withdrawing our offer with immediate effect. We also
announced that we were restarting the Barclays PLC share buyback programme to immunize the dilutive effect of the
issuance of shares to China Development Bank and Temasek Holdings (Private) Limited (Temasek) on existing
Barclays PLC shareholders.
On 14th August, 2007 China Development Bank invested €2.2 billion (1.5 billion) in Barclays through a subscription
for 201,388,889 Barclays PLC ordinary shares, at a price of 7.20 per share. China Development Bank will be
entitled to nominate a Barclays Non-executive Director, and will be free to acquire additional shares in Barclays on the
open market subject to a standstill agreement limiting its shareholding to below 10 per cent. for three years from 23rd
July, 2007. China Development Bank has agreed not to enter into a business collaboration agreement of a similar
nature with another major banking institution with global operations.
On 14th August, 2007 Temasek invested €1.4 billion (1.0 billion) in Barclays through a subscription for 135,416,667
Barclays PLC ordinary shares at a price of 7.20 per share.
Competition and regulatory matters
The scale of regulatory change remains challenging, arising in part from the implementation of some key European
Union (EU) directives. Many changes to financial services legislation and regulation have come into force in recent
years and further changes will take place in the near future.
Concurrently, there is continuing political and regulatory scrutiny of the operation of the retail banking and consumer
credit industries in the UK and elsewhere. The nature and impact of future changes in policies and regulatory action are
not predictable and beyond our group’s control but could have an impact on our group’s businesses and earnings.
In the EU as a whole, there was an inquiry into retail banking in all of the then 25 Member States by the European
Commission’s Directorate General for Competition. The inquiry looked at retail banking in Europe generally and our
group has fully co-operated with the inquiry. On 31st January 2007 the European Commission announced that the
inquiry had identified barriers to competition in certain areas of retail banking, payment cards and payment systems in
the EU. The European Commission indicated it will use its powers to address these barriers, and will encourage
national competition authorities to enforce European and national competition laws where appropriate. Any action
taken by the European Commission and national competition authorities could have an impact on the payment cards
and payment systems businesses of our group and on our retail banking activities in the EU countries in which we
operate.
In the UK, in September 2005 the Office of Fair Trading (OFT) received a super-complaint from the Citizens Advice
Bureau relating to payment protection insurance (PPI). As a result, the OFT commenced a market study on PPI in April
2006. In October 2006, the OFT announced the outcome of the market study and, following a period of consultation,
the OFT referred the PPI market to the UK Competition Commission for an in-depth inquiry on 7th February 2007.
This inquiry could last for up to two years. Also in October 2006, the Financial Services Authority (FSA) published the
outcome of its broad industry thematic review of PPI sales practices in which it concluded that some firms fail to treat
customers fairly. Our group has cooperated fully with these investigations and will continue to do so.
In April 2006, the OFT commenced a review of the undertakings given following the conclusion of the Competition
Commission inquiry in 2002 into the supply of banking services to small and medium enterprises (SMEs). Based on
the OFT’s report, the Competition Commission issued its final decision on 21st December 2007, and decided to release
the UK’s four largest clearing banks (including Barclays) from most of the Transitional Undertakings given by them in
2002.
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The OFT has carried out investigations into Visa and MasterCard credit card interchange rates. The decision by the
OFT in the MasterCard interchange case was set aside by the Competition Appeals Tribunal in June 2006. The OFT’s
investigation in the Visa interchange case is at an earlier stage and a second MasterCard interchange case is ongoing.
The outcome is not known but these investigations may have an impact on the consumer credit industry in general and
therefore on our group’s business in this sector. On 9th February 2007 the OFT announced that it was expanding its
investigation into interchange rates to include debit cards.
On 1st April 2007, the UK consumer interest association known as Which? submitted a super-complaint to the OFT
pursuant to the Enterprise Act 2000. The super-complaint criticises the various ways in which credit card companies
calculate interest charges on credit card accounts. On 26th June 2007, the OFT announced a new programme of work
with the credit card industry and consumer bodies in order to make the costs of credit cards easier for consumers to
understand. This OFT decision follows the receipt by the OFT of the super-complaint from Which?. This new work will
explore the issues surrounding the costs of credit for credit cards including purchases, cash advances, introductory
offers and payment allocation. The OFT’s programme of work is expected to take six months.
The OFT announced the findings of its investigation into the level of late and over-limit fees on credit cards on 5th
April 2006, requiring a response from credit card companies by 31st May 2006. Barclaycard responded by confirming
that it would reduce its late and over-limit fees on credit cards.
On 7th September 2006, the OFT announced that it had decided to undertake a fact find on the application of its
statement on credit card fees to current account unauthorised overdraft fees. The fact find was completed in March
2007. On 29th March 2007, the OFT announced its decision to conduct a formal investigation into the fairness of bank
current account charges. The OFT announced a market study into personal current accounts (PCAs) in the UK on 26th
April 2007. The market study will look at: (i) whether the provision of “free if in credit” PCAs delivers sufficiently
high levels of transparency and value for customers; (ii) the implications for competition and consumers if there were
to be a shift away from “free if in credit” PCAs; (iii) the fairness and impact on consumers generally of the incidence,
level and consequences of account charges; and (iv) what steps could be taken to improve customers’ ability to secure
better value for money, in particular to help customers make more informed current account choices and drive
competition. The study will focus on PCAs but will include an examination of other retail banking products, in
particular savings accounts, credit cards, personal loans and mortgages in order to take into account the competitive
dynamics of UK retail banking.
On 27th July 2007, the OFT commenced High Court proceedings by agreement with Barclays and seven other banks
and building societies in which both the OFT and the banks and building societies seek declarations on legal issues
arising from the banks’ terms and conditions relating to overdraft charges. Specifically, those declarations will address
key aspects of the applicability of the Unfair Terms in Consumer Contracts Regulations to those terms and conditions
and the question of whether such terms are capable of amounting to unlawful penalty charges. A waiver in relation to
complaints handling has been agreed by the Financial Services Authority (FSA), together with a standstill of Financial
Ombudsman Service (FOS) complaints. The first part of the action is to be heard during a 3-week trial which
commenced on 17th January 2008. The test case does not currently encompass claims from local, medium or larger
business customers and these cases are not stayed. There is no current intention to include such matters in the test
case as their circumstances differ.
The proceedings will run in parallel with the ongoing OFT dual inquiry into unauthorised overdraft charges and PCAs.
As the purpose of the proceedings is to seek to clarify the legitimacy of the banks’ overdraft charging provisions, the
banks are seeking a stay of all pending county court litigation in relation to such matters. The FOS has agreed to
suspend reviews of such cases and the FSA has granted complaints handling waivers in respect of all complaints on the
same issues pending conclusion of the test case.
On 26th January 2007, the FSA issued a statement of good practice relating to mortgage exit administration fees. We
will charge the fee applicable at the time the customer took out the mortgage, which is one of the options recommended
by the FSA.
Directors
Our directors, each of whose business address is 1 Churchill Place, London, E14 5HP, United Kingdom, their functions
in relation to our group and their principal outside activities (if any) of significance to our group are as follows:
Name Function(s) within our group Principal outside activity
Marcus Agius Group Chairman —
15
John Varley Group Chief Executive Non-Executive Director, AstraZeneca PLC
Christopher Lucas Group Finance Director —
Robert E. Diamond Jr. President, Barclays PLC Chief Executive,
Investment Banking and Investment
Management
Chairman, Old Vic Productions
Frederik (Frits) Seegers Chief Executive, Global Retail and
Commercial Banking
—
Gary Hoffman Group Vice Chairman Non-Executive Director, Trinity Mirror PLC
Sir Nigel Rudd DL Deputy Chairman, Non-Executive
Director
Chairman, Pendragon PLC and BAA
Limited, Non-Executive Director, BAE
Systems PLC and Sappi Limited
Sir Richard Broadbent Senior Independent Director,
Non-Executive Director
Chairman, Arriva plc
Leigh Clifford Non-Executive Director Chairman, Qantas Airways Limited
Fulvio Conti Non-Executive Director Chief Executive Officer, Enel SpA
Dr. Danie Cronj Non-Executive Director Director, TSB Sugar RSA Limited and Sappi
Limited
Professor Dame Sandra
Dawson
Non-Executive Director KPMG Professor of Management Studies at
the University of Cambridge
Sir Andrew Likierman Non-Executive Director Professor of Management Practice in
Accounting, London Business School,
Non-Executive Director, Bank of England
Sir Michael Rake Non-Executive Director Chairman, BT Group
Stephen Russell Non-Executive Director Non-Executive Director of Network Rail
Limited
Sir John Sunderland Non-Executive Director Chairman, Cadbury Schweppes PLC
Patience Wheatcroft Non-Executive Director —
David Booth Non-Executive Director —
Employees
The average number of persons employed by our group worldwide during 2006, excluding agency staff, was 118,600
(2005: 92,800).
Additional Information
The ordinary shares of Barclays PLC, the ultimate holding company of the issuer, are admitted to the official list of the
Financial Services Authority as competent authority under the Financial Services and Markets Act 2000 and are
admitted to trading on the London Stock Exchange plc’s market for listed securities.
16
The issuer is subject to the reporting requirements of the Securities Exchange Act of 1934, and in accordance therewith
files reports and other information with the United States Securities and Exchange Commission (the Commission).
Such reports and other information can be inspected and copied at the public reference facilities maintained by the
Commission at 100 F Street, NE Washington, DC 20549, USA and at the Commission’s regional offices in New York,
New York and Chicago, Illinois.
Litigation
Our group has for some time been party to proceedings, including a class action, in the United States against a number
of defendants following the collapse of Enron; the class action claim is commonly known as the Newby litigation. On
20th July 2006 we received an Order from the United States District Court for the Southern District of Texas Houston
Division (the Court) which dismissed the claims against Barclays PLC, Barclays Bank PLC and Barclays Capital Inc.
in the Newby litigation. On 4th December 2006, in response to the plaintiffs’ procedural objections, the Court stayed
our dismissal from the proceedings and allowed the plaintiffs to file a supplemental complaint. On 19th March 2007,
the United States Court of Appeals for the Fifth Circuit issued its decision on an appeal by the issuer and two other
financial institutions contesting a ruling by the District Court allowing the Newby litigation to proceed as a class action.
The Court of Appeals held that because no proper claim against the issuer and the other financial institutions had been
alleged by the plaintiffs, the case could not proceed against them. The plaintiffs have applied to the United States
Supreme Court for a review of this decision. Pending the outcome of further appellate proceedings, the District Court
has stayed the Newby litigation.
Our group considers that the Enron claims against it are without merit and is defending them vigorously. It is not
possible to estimate our group’s possible loss in relation to these matters, nor the effect that they might have upon
operating results in any particular financial period.
We have been in negotiations with the staff of the Commission with respect to a settlement of the Commission’s
investigations of transactions between us and Enron. We do not expect that the amount of any settlement with the
Commission would have a significant adverse effect on our financial position or operating results.
On 3rd November 2006, we announced that we had reached a settlement in principle with Enron in the Enron
bankruptcy proceedings. A settlement agreement was signed on 30th November 2006 and became effective on 3rd
January 2007. The settlement has had no negative impact on our earnings as an adequate provision had already been
made for the likely cost in prior periods. In reaching the settlement we have denied any wrongdoing or liability.
We are engaged in various other litigation proceedings both in the United Kingdom and a number of overseas
jurisdictions, including the United States, involving claims by and against us, which arise in the ordinary course of
business. We do not expect the ultimate resolution of any of the proceedings to which we are party to have a significant
adverse effect on the financial position of our group and we have not disclosed the contingent liabilities associated with
these claims either because they cannot reasonably be estimated or because such disclosure could be prejudicial to the
conduct of the claims.
17
Our interim results announcement
The information set out in this section was not produced for incorporation into this document and page references are
references to pages set out in our original results announcement for the 6 months ended 30th June 2007.
Registered Office
Barclays Bank PLC
1 Churchill Place
London E14 5HP
United Kingdom
Sponsor
Barclays Capital Asia Limited
42nd Floor, Citibank Tower
3 Garden Road
Central
Hong Kong
Registrar, Warrant Agent and Transfer Office
Computershare Hong Kong Investor Services Limited
Rooms 1712-1716, 17th Floor, Hopewell Centre
183 Queens Road East
Wan Chai
Hong Kong
Liquidity Provider
Barclays Capital Asia Limited
42nd Floor, Citibank Tower
3 Garden Road
Central
Hong Kong
Issuer’s Auditors
PricewaterhouseCoopers LLP
Southwark Towers
32 London Bridge Street
London SE1 9SY
United Kingdom
Legal Advisers
in Hong Kong
Allen & Overy
9th Floor
Three Exchange Square
Central
Hong Kong
Offer of 80,000,000 European Style (Cash Settled) Put Warrants in Global Registered Form due 28th September 2009 relating to the existing issued ordinary H shares of RMB1.00 each of China Life Insurance Company Limited |
