| Notes to the accounts | ||
| 55 Acquisitions |
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| The Group made the following significant acquisitions of subsidiary undertakings in 2000 which are accounted for on an
acquisition basis: |
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| % Acquired | Date | |||||
| Woolwich plc | 100 | 25th October 2000 | ||||
The assets and liabilities of Woolwich plc at the date of acquisition and the total consideration paid are set out in the following table: |
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| Accounting | ||||||
| policy | Other | |||||
| Book Value | Revaluations | alignments | adjustments | Fair value | ||
| Woolwich plc | £m | £m | £m | £m | £m | |
| Assets | ||||||
| Cash and balances at central banks | 73 | – | – | – | 73 | |
| Loans and advances to banks | 916 | – | – | – | 916 | |
| Loans and advances to customers | 31,952 | 136 | - | - | 32,088 | |
| Debt securities | 2,010 | 140 | - | - | 2,150 | |
| Investment in joint ventures: | ||||||
| – share of gross assets | 12 | - | - | - | 12 | |
| – share of gross liabilities | (6) | - | - | - | (6) | |
| Interests in associates | 11 | - | - | - | 11 | |
| Intangible fixed assets | 33 | - | - | (33) | - | |
| Tangible fixed assets | 320 | (10) | (46) | - | 264 | |
| Other assets | 258 | (2) | - | - | 256 | |
| Prepayments and accrued income | 344 | 76 | (78) | - | 342 | |
| 35,923 | 340 | (124) | (33) | 36,106 | ||
| Long term assurance policy holders’ assets | 730 | - | - | - | 730 | |
| 36,653 | 340 | (124) | (33) | 36,836 | ||
| Liabilities | ||||||
| Deposits by banks | 2,487 | - | - | - | 2,487 | |
| Customer accounts | 21,279 | 12 | - | - | 21,291 | |
| Debt securities in issue | 8,316 | (5) | - | - | 8,311 | |
| Other liabilities | 257 | 33 | (12) | - | 278 | |
| Accruals and deferred income | 854 | 56 | - | - | 910 | |
| Provisions for liabilities and charges | 26 | 122 | (27) | - | 121 | |
| Subordinated liabilities | 833 | 124 | - | - | 957 | |
| Less minority interests – equity | 19 | - | - | - | 19 | |
| 34,071 | 342 | (39) | - | 34,374 | ||
| Long term assurance policy holders’ liabilities | 730 | - | - | - | 730 | |
| 34,801 | 342 | (39) | - | 35,104 | ||
| Net assets | 1,852 | (2) | (85) | (33) | 1,732 | |
| Satisfied by: | ||||||
| Consideration | ||||||
| Cash | 2,462 | |||||
| Shares (a) | 3,359 | |||||
| Acquisition expenses | 32 | |||||
| 5,853 | ||||||
| Goodwill arising (b) | 4,121 | |||||
| (a) The value of the 176.4m new Barclays ordinary shares issued to The Woolwich ordinary shareholders, based on the closing
price on the London Stock Exchange on 25th October 2000, the day the offer for The Woolwich became effective, was 1,904p
per Barclays ordinary share. (b) The goodwill arising on acquisition is being amortised over its estimated economic life of 20 years, resulting in a charge of £206m per annum. |
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| Included in the balance sheet above were £1m of provisions for reorganisation costs and restructuring costs in the period
up to 25th October 2000. The fair value adjustments in the above table principally represent the following:
The table below sets out the summarised profit and loss account and statement of total recognised gains and losses of The Woolwich for the period 1st January to 24th October 2000 prepared using the accounting policies described in its 1999 Annual Report amended for the change in policy for accounting for introducer commissions described in the 2000 interim results. |
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| Summarised profit and loss account | 1st January to 24th October 2000 £m |
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| Interest receivable and similar income arising from debt securities | 105 | |||
| Other interest receivable and similar income | 1,827 | |||
| Interest receivable | 1,932 | |||
| Interest payable | (1,371) | |||
| Net interest income | 561 | |||
| Fees and commissions receivable | 251 | |||
| Fees and commissions payable | (27) | |||
| Other operating income | 47 | |||
| Operating income | 832 | |||
| Administrative expenses – staff costs | (144) | |||
| Administrative expenses – other | (230) | |||
| Depreciation and amortisation | (41) | |||
| Operating profit before provisions | 417 | |||
| Provisions for bad and doubtful debts | (35) | |||
| Operating profit | 382 | |||
| Share of operating loss in joint ventures | (2) | |||
| Profit before taxation | 380 | |||
| Tax | (103) | |||
| Profit after tax | 277 | |||
| Minority interests | (3) | |||
| Profit attributable to the members of Woolwich plc | 274 | |||
| Operating profit is after charging costs of £28m relating to the acquisition by Barclays. | ||||
| Statement of total recognised gains and losses | 1st January to 24th October 2000 £m |
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| Profit for the period attributable to the members of Woolwich plc | 274 | |||
| Exchange rate translation differences | (8) | |||
| Total recognised gains and losses for the period | 266 | |||
| Prior year adjustment | 6 | |||
| Total gains recognised since 31st December 1999 | 272 | |||
| Profit after tax and minority interests for The Woolwich as reported in the audited consolidated accounts for the year ended
31st December 1999 was £351m. |
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| Post acquisitions results The impact of the acquisition of The Woolwich on the operating profits of the Group was as follows: |
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| Summarised profit and loss account | 25th October to 31st December 2000 £m |
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| Interest receivable and similar income arising from debt securities | 21 | |||
| Other interest receivable and similar income | 433 | |||
| Interest receivable | 454 | |||
| Interest payable | (335) | |||
| Net interest income | 119 | |||
| Fees and commissions receivable | 63 | |||
| Fees and commissions payable | (14) | |||
| Other operating income | 9 | |||
| Operating income | 177 | |||
| Administrative expenses – staff costs | (42) | |||
| Administrative expenses – other | (47) | |||
| Depreciation and amortisation | (10) | |||
| Operating profit before provisions | 78 | |||
| Provisions for bad and doubtful debts | (8) | |||
| Operating profit | 70 | |||
| Amortisation of fair value adjustments | (6) | |||
| Operating profit after fair value amortisation | 64 | |||
| The amortisation of fair value adjustments comprise £7m operating income and £1m depreciation and amortisation (net £6m). Proforma results of the Barclays Group (including The Woolwich) Assuming the acquisition occurred on 1st January 2000 (for 1999 on 1st January 1999), and on the basis of Barclays Group accounting policies and estimates, making adjustments to reflect (i) the removal of business disposals during the relevant reporting period, (ii) the net interest forgone if the cash element of the acquisition and the cash proceeds of disposals had been paid/received at the start of the relevant reporting period, (iii)amortisation of the goodwill balance of £4,121m over its estimated economic life of 20 years, (iv)the exclusion of incremental costs incurred by The Woolwich in relation to the acquisition, the Barclays Group would have reported operating income of £10,248m (1999 £9,091m), operating profit and profit before tax of £3,313m (1999 £2,695m) and a basic earnings per share figure of 134.7p (1999 111.6p). The earnings per share figure assumes the shares issued in relation to the acquisition were issued on 1st January 2000 (for 1999 on 1st January 1999). |
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