| Mon 21 Jul 2003, 9:49 | | ABSA GROUP LIMITED - ANNOUNCEMENT |
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Absa Group Limited
(Incorporated in the Republic of South Africa)
(Registration number 1986/003934/06)
JSE code: ASA Issuer code: AMAGB
ISIN: ZAE000013389
("Absa")
Proposed odd-lot offer
1. Introduction
The board of directors of Absa has proposed, subject to receiving the
approval of shareholders at a general meeting convened specifically for that
purpose, the implementation of an odd-lot offer to facilitate a reduction in the
number of shareholders who hold less than 100 shares in Absa
("odd-lot shareholders") at the close of business on Friday, 5 September 2003.
Absa values the interests of all its shareholders, but a significant number
of odd-lot shareholders may have derived their odd-lot holdings as a consequence
of the formation of Absa and their interests in Allied Building Society,
TrustBank, United Building Society and Volkskas Bank, and thus may not have
consciously purchased Absa shares. A circular containing full details of the odd
lot offer will be posted to shareholders today, and odd-lot shareholders are
urged to carefully review their options that will be contained therein.
To assist shareholders in this regard, any questions may be referred to the
Information Agent (Georgeson Shareholder) by calling the helpline number 0861
100 724 (or +27 11 775 3448 if calling from outside South Africa) from Monday,
21 July 2003 between 08:30 and 17:00.
2. Rationale
By way of background, at 30 June 2003, 18 762 (or 29,6%) of the 63 365
registered Absa shareholders held less than 100 shares. These shareholders held
in aggregate 573 026 shares (or 0,09%) of the total number of 651 546 749 shares
in issue. The arithmetic average translates to 30 shares per odd-lot shareholder
albeit that there are 9 693 shareholders who held less than 20 shares (of which
6 806 shareholders held less than 10 shares). The proposed odd-lot offer will:
2.1 enable Absa to decrease the substantial recurring costs of administration
(estimated at R149,00 per year per Absa shareholder or approximately
R2,8 million per year in respect of the 18 762 odd-lot shareholders) relating to
this large number of small shareholdings on the Absa share register; and
2.2 enable odd-lot shareholders to participate in the odd-lot offer, either as
an affordable exit strategy or cost effective means of increasing their
shareholding.
3. Odd-lot offer
All ordinary shareholders who hold, individually or in aggregate, less than
100 ordinary shares by the close of business on Friday, 5 September 2003
("record date"), will be afforded the opportunity to participate in the odd-lot
offer. The odd-lot offer will be implemented on the basis that the odd-lot
shareholders may, up to 12:00 on Friday, 5 September 2003, elect either to:
- subscribe for sufficient number of additional ordinary shares from Absa at the
offer price in order to increase their odd-lot holdings to 100 ordinary shares
("the purchase alternative"); or
- sell their odd-lot holdings to Absa at the offer price plus a premium of 5%
("the cash alternative"); or
- retain their odd-lot holdings.
4. Offer price
The offer price per share will be the price equivalent to the volume weighted
average traded price of Absa shares on the JSE Securities Exchange South Africa
("JSE") over the five trading days commencing on
Friday, 15 August 2003 and ending on Thursday, 21 August 2003. The offer price
will be announced on the Securities Exchange News Service ("SENS") after the
close of business on Thursday, 21 August 2003 and published in the South African
press on Friday, 22 August 2003.
5. Compulsory sale of odd-lot shareholdings
Odd-lot shareholders who do not elect, on or before 12:00 on
Friday, 5 September 2003, to accept the purchase alternative, the cash
alternative or to retain their odd-lot shareholdings, shall be deemed to have
agreed to sell their odd-lot shareholdings to Absa, which odd-lot shareholdings
will be sold at the offer price plus a 5% premium. The documents of title of
certificated odd-lot shareholders will have no value after Friday, 5 September
2003, other than to receive the proceeds of the sale of such shares.
The costs for the sale or subscription of shares in terms of the odd-lot
offer (being stamp duties and uncertificated securities tax) will be paid by
Absa.
6. Condition precedent
The implementation of the odd-lot offer is subject to the fulfilment of the
condition precedent that the special and ordinary resolutions contained in the
notice of general meeting, which will be posted to ordinary shareholders today
together with the circular, are duly passed at the general meeting by the
requisite majority with or without modification, and that the special
resolutions are registered by the Registrar of Companies.
7. Salient dates and times
2003
Posting of circular on Monday, 21 July
Election period for the offer opens on Monday, 21 July
Forms of proxy or response for the general meeting
of the ordinary shareholders to be received by the
transfer secretaries by 12:15 on Wednesday, 20 August
Offer price finalised and announced on SENS after
the close of business on Thursday, 21 August
Offer price published in the South African press on Friday, 22 August
General meeting of ordinary shareholders to be
held at 12:15 (or immediately after the conclusion
of the Annual General Meeting which has been
convened on the same day) on Friday, 22 August
Results of the general meeting and finalisation
announcement on SENS before the close of business on Friday, 22 August
Results of the general meeting and finalisation
announcement in the South African press on Monday, 25 August
Last day to trade in order to participate in/be
eligible for the odd lot offer on Friday, 29 August
Election period for the odd-lot offer closes at
12:00 on Friday, 5 September Forms of election
and surrender (together with relevant documents
of title/cheque/banker"s draft, as applicable)
for the odd-lot offer to be received by the
transfer secretaries by 12:00 on Friday, 5 September
Record date to determine those ordinary shareholders
entitled to participate in the odd-lot offer at the
close of business on Friday, 5 September
New share certificates (if requested) posted and
cheques/electronic transfers in respect of ordinary
shareholders holding share certificates
posted/effected against surrender of
existing documents of title, and accounts
debited/credited and updated at the Central
Securities Depository Participant ("CSDP")/broker
in respect of ordinary shareholders holding
dematerialised ordinary shares, from Monday, 8 September
Results of the odd-lot offer announced on SENS on Monday, 8 September
Implementation of the odd-lot offer takes effect at
the commencement of business on Monday, 8 September
Results of the odd-lot offer published in the
South African press on Tuesday, 9 September
Notes:
1. The above dates and South African times, are subject to change. Any changes
will be released on SENS and published in the South African press.
2. Odd-lot shareholders may not dematerialise or rematerialise their ordinary
shares between Monday, 1 September 2003 and Friday, 5 September 2003, both dates
inclusive.
3. Dematerialised odd-lot shareholders are required to notify their duly
appointed CSDP or broker of their response to the odd-lot offer in the manner
and time stipulated in the agreement governing the relationship between the odd-
lot shareholder and his/her CSDP or broker.
4. In the case of holders of certificated shares, new share certificates
reflecting the additional shares purchased or cheques (as applicable) will be
posted at the risk of such holders on or about Monday, 8 September 2003 or
within five business days after the receipt of such documents of title by the
transfer secretaries, whichever is the later.
8. Effect on ABSA"S ordinary share capital
The odd-lot offer, including any new issue of shares or repurchase of shares by
Absa pursuant to the odd-lot offer, will have no material effect on Absa"s
ordinary share capital.
9. Financial effects
The odd-lot offer and the potential specific repurchase of ordinary shares by
Absa or the potential issue of new ordinary shares for cash under specific
authority by Absa will have no material effect on the earnings and headline
earnings per ordinary share, or on the net asset value and tangible net asset
value per ordinary share of Absa. The financial effects will be significantly
less than 1% in all respects.
10. Confirmation of financial resources
Absa Bank Limited has satisfied the JSE that Absa will have the necessary
resources available to satisfy full acceptance of the odd-lot offer.
11. General meeting
The general meeting of ordinary shareholders will be held at Absa, PW Sceales
Auditorium, Absa Towers, 160 Main Street, Johannesburg at 12:15 (or immediately
after the conclusion of the Annual General Meeting which has been convened on
the same day) on Friday, 22 August 2003 at which meeting the special and
ordinary resolutions required to implement the odd-lot offer will be proposed
for consideration and, if deemed fit, passed with or without modification.
12. Circular
A circular to Absa"s ordinary shareholders containing full details of the odd
lot offer, a notice of general meeting, a form of proxy, a form of election and
a form of surrender, will be posted to ordinary shareholders today.
Johannesburg
21 July 2003
helpline: 0861 100 724 + 27 11 775 3448 if calling from outside South Africa
Merchant bank and co-sponsor
Corporate Finance
Absa Bank Limited
Reg. No. 1986/004794/06
Lead sponsor
Merrill Lynch
Global Markets & Investment Banking Group
Merrill Lynch South Africa (Pty) Ltd
Registration number 1995/001805/07
Registered Sponsor and Member of the
JSE Securities Exchange South Africa
Legal advisers
WEBBER WENTZEL BOWENS
Information agent
Georgeson Shareholder
Transfer secretaries
Computershare Limited
(Registration number 2000/006082/06)
