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   Web Issue 3498 July 5 2009   
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The Herald

Barclays board will stand and be counted
TIM SHARPNovember 18 2008
INSTANT CASH: Shareholder advisers are calling for investors to make clear their objectives to Barclays's plans.
INSTANT CASH: Shareholder advisers are calling for investors to make clear their objectives to Barclays's plans.

The entire Barclays board is to stand for re-election at its next annual meeting, it has emerged, as the bank tries to ease discontent over its capital raising from the Middle East that yesterday saw shareholder adviser Pirc call for investors to vote against the plans.

Barclays is raising just over £7bn of new capital, most of it from investors from Qatar and Abu Dhabi in a deal that will allow them to buy new Barclays shares in future.

In an advisory statement, Pirc said investors should oppose a resolution proposed by the company to allow it to issue new shares on which the capital raising scheme rests.

Alan MacDougall, Pirc's managing director, said: "At least part of the company's investor base should send a clear, unequivocal message that they do not think this was a good solution to the bank's current situation, and that it has come at a heavy price for existing shareholders." However, he said he expected the resolution would be passed.

But investors could still exact revenge on the board for what some see as an excessively dilutive measure at the next annual general meeting. One investor told newswire Reuters yesterday it had extracted a commitment from management that all its directors would be put up for re-election.

Barclays has already offered existing investors a £1.5bn share of the £4.05bn mandatorily convertible notes, which pay 9.25% interest and can be converted into ordinary shares at 153.276p. But they took up only £1.25bn.

But Pirc wants existing shareholders also to be offered the chance to buy some of the "much more profitable" £3bn of reserve capital instruments that offer a 14% coupon and come with warrants allowing holders to buy shares at 197.775p.

It also called for protection for minority shareholders against the influence of the new investors, which include Qatar's sovereign wealth fund, Sheikh Hamad bin Jassim bin Jaber Al-Thani, a member of the kingdom's royal family and its prime minister, and Sheikh Mansour Bin Zayed Al-Nahyan, a member of the royal family of Abu Dhabi. They could end up with 30% of the company.

Shareholders will meet at the ExCel centre in London on November 24 to vote on the deal. The deadline for proxy votes is November 22.

The Association of British Insurers has given the plans an "amber rating", short of a call to oppose them but an indication the body has some concerns. Investor adviser RREV also called for abstention but said voting against the proposals would be against shareholders' best interests.

Pirc acknowledged that if Barclays' measures are voted down, the bank could be forced to ask the government for assistance.

"Pirc considers that the possibility of this resolution failing should have been taken into consideration by Barclays when it decided to put forward this proposal."

Barclays shares closed down 5p, or 3.1%, at 154.1p.


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