| Tue 2 Jun 2009, 12:30 | | ASA - Absa Group Limited - Absa`s black economic empowerment transaction with |
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ASA
AMAGB
ASA - Absa Group Limited - Absa`s black economic empowerment transaction with
The Batho Bonke Consortium
ABSA GROUP LIMITED
(Incorporated in the Republic of South Africa)
(Registration number: 1986/003934/06)
ISIN: ZAE000067237
JSE share code: ASA
Issuer code: AMAGB
(Absa or Absa Group)
ABSA`S BLACK ECONOMIC EMPOWERMENT TRANSACTION WITH THE BATHO BONKE CONSORTIUM
1. INTRODUCTION
1.1 Shareholders are referred to Absa`s announcement on 26 March 2009
advising of the proposed partial realisation and exercise by Batho
Bonke Capital (Proprietary) Limited (Batho Bonke) of its options to
subscribe for 73 152 300 ordinary shares in Absa.
1.2 This was achieved on 1 June 2009 by:
- a specific repurchase and cancellation by Absa of 49,9% (36 503 000) of
the Absa redeemable option-holding preference shares
(Redeemable Preference Shares) held by Batho Bonke;
- an issue by Absa of 36 649 300 ordinary shares (Absa Ordinary Shares)
arising from the exercise by Batho Bonke of 50,1% (36 649 300) of
the options attaching to the Redeemable Preference Shares (Options)
held by Batho Bonke; and
- the provision by Absa of a three-month back-up funding facility (until 1
September 2009) for the Batho Bonke Option exercise.
2. ABSA REPURCHASE OF 36 503 000 REDEEMABLE PREFERENCE SHARES
2.1 Absa repurchased and cancelled 36 503 000 Redeemable Preference
Shares and the associated Options held by Batho Bonke on 1 June 2009
at a price of R29,10 per Redeemable Preference Share amounting to an
amount of R1 062,2 million, which was calculated in accordance with
the formula set out in Absa`s announcement on 26 March 2009.
2.2 Batho Bonke has used the total proceeds received pursuant to the above
repurchase as follows:
R`millions
Gross amount received 1 062.2
Exercise of part of the remaining 50,1% (36 649 300) (817.6)
options referred to in paragraph 3.2 below
Settlement of related funding and accrued dividends to (74.1)
Sanlam Limited
Transaction on-going administration costs (30.0)
Balance available to be paid to Batho Bonke
shareholders subject to Batho Bonke successfully
raising third-party funding to refinance the three- 140.5
month back-up funding facility provided by Absa
referred to in paragraph 4 below.
3. ABSA ISSUES 36 649 300 ABSA ORDINARY SHARES ARISING FROM THE EXERCISE BY
BATHO BONKE OF 36 649 300 REMAINING OPTIONS
3.1 Batho Bonke exercised the remaining 36 649 300 Options at R68,30 per
option (determined in accordance with article 178.1 of Absa`s articles
of association) and Absa will issue the corresponding 36 649 300 Absa
Ordinary Shares in terms of Absa`s articles of association on the 10th
business day following the option exercise date, i.e. on 15 June 2009.
3.2 The funding for the exercise of the Options by Batho Bonke of R2 503,2
million has been provided as follows:
- R817,6 million from the proceeds arising from the specific repurchase by
Absa of 36 503 000 Redeemable Preference Shares; and
- R1 685,6 million from Absa providing a three-month back-up funding
facility as set out in Absa`s announcement on 26 March 2009.
4. BATHO BONKE THIRD-PARTY FUND RAISING
Batho Bonke continues to be in productive discussions with various
institutions regarding term funding of its investment in Absa shares.
If Batho Bonke is successful in raising the necessary third-party funding
prior to 1 September 2009, Batho Bonke will be entitled to settle the
Absa-provided back-up funding facility by that date. Should Batho Bonke
not redeem Absa`s funding by 1 September 2009, the economic return on the
outstanding Absa funding will convert, from that date, to the full
economic return on a specified number of Absa Ordinary Shares such that
Absa and Batho Bonke will be placed in the same economic position had
Absa repurchased that specified number of Absa Ordinary Shares under a
share buy-back transaction on the funding date of 1 June 2009, and Batho
Bonke applying the profit to subscribe for the balance of the Absa
Ordinary Shares.
Johannesburg
2 June 2009
Sponsor:
J.P. Morgan Equities Ltd
Enquiries:
Jacques Schindehutte
Group executive director
+27 (0)11 350-4850
E-mail: jacquessc@absa.co.za
Date: 02/06/2009 12:30:02 Produced by the JSE SENS Department.
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