Back to Notes Index
Barclays Home Investor Relations Home
Notes to the accounts
55 Acquisitions

The Group made the following significant acquisitions of subsidiary undertakings in 2000 which are accounted for on an acquisition basis:
% 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:

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.
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:

  • Revaluations resulting from adjusting financial instruments to a fair value based on quoted market prices or discounted cashflow methodologies, recording the liability for the deficit on The Woolwich pension scheme and any related current or deferred tax adjustments.

  • Accounting policy alignments, resulting from applying Barclays PLC Group accounting policies on mortgage incentives and software costs and any related current or deferred tax adjustments. The Woolwich previously capitalised and amortised such costs, they are now expensed as incurred.

  • Other adjustment relating to elimination of goodwill present in The Woolwich’s consolidated accounts.

Pre acquisition activities
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.

Summarised profit and loss account   1st January to
24th October
2000
£m
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
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.

Post acquisitions results
The impact of the acquisition of The Woolwich on the operating profits of the Group was as follows:

Summarised profit and loss account   25th October to
31st December
2000
£m
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).