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ABSA / ABSA GROUP - PROPOSED SCHEME OF ARRANGEMENT FOR THE ACQUISITION BY ABSA
OF A MAJOR PORTION OF THE ASSETS AND LIABILITIES OF PSG INVESTMENT BANK HOLDINGS
LIMITED
Absa Bank Limited
(Incorporated in the Republic of South Africa)
(Registration number: 1986/004794/06)
("Absa")
Absa Group Limited
(Incorporated in the Republic of South Africa)
(Registration number: 1986/003934/06)
("Absa Group")
Share code: ASA
ISIN code : ZAE 000013389
PROPOSED SCHEME OF ARRANGEMENT FOR THE ACQUISITION BY ABSA OF A MAJOR PORTION OF
THE ASSETS AND LIABILITIES OF PSG INVESTMENT BANK HOLDINGS LIMITED
THIS ANNOUNCEMENT APPEARS FOR INFORMATION PURPOSES ONLY
1. INTRODUCTION
Absa, a wholly owned subsidiary of Absa Group, announces that it has entered
into an agreement with PSG Investment Bank Holdings Limited ("PSGBH") and PSG
Group Limited ("PSG"), subject to the conditions precedent set out in paragraph
3 below, in terms of which Absa will, by way of a scheme of arrangement,
effectively acquire the major portion of the assets and liabilities of PSGBH.
The remaining assets and liabilities will be distributed to PSGBH shareholders
("the distribution").
Subject to approval by PSG shareholders, the PSG board has undertaken to vote in
favour of the scheme of arrangement.
In terms of the scheme of arrangement, Absa will make an offer to all PSGBH
shareholders to acquire all their PSGBH shares at 60 cents per share in cash
after the distribution to PSGBH shareholders of approximately 10,3 cents per
share, including cash of 4 cents per share. The total purchase consideration
payable by Absa will be approximately R938.6 million.
2. RATIONALE
The acquisition of PSGBH gives Absa an opportunity to expand its asset base
through the addition of quality assets. Furthermore, as both Absa and PSGBH
operate in similar markets, the proposed acquisition will result in a number of
synergistic benefits.
3. CONDITIONS PRECEDENT
The acquisition is conditional upon:
* Absa being satisfied that the PSGBH tangible net asset value per share after
the distribution is greater than 58 cents per share;
* the necessary regulatory approvals being obtained; and
* PSGBH shareholders voting in favour of the scheme.
Johannesburg
6 August 2002
Advisors to Absa Attorneys to the Scheme
Absa Corporate and Merchant Bank Cliffe Dekker
Corporate Finance
Sponsor
Merrill Lynch South Africa (Pty) Ltd
Date: 06/08/2002 05:29:29 PM Produced by the JSE SENS Department
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