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Absa Group Limited - Offer Price For The Proposed Odd-lot Offer
Release Date: 21/08/2003 17:53:35 Code(s): ASA
Absa Group Limited - Offer Price For The Proposed Odd-Lot Offer
ABSA GROUP LIMITED
(Incorporated in the Republic of South Africa)
(Registration number 1986/003934/06)
JSE code: ASA Issuer code: AMAGB
ISIN: ZAE000013389
("Absa")
OFFER PRICE FOR THE PROPOSED ODD-LOT OFFER
1. Introduction
On 21 July 2003 Absa announced on the Securities Exchange News Service
("SENS") of the JSE Securities Exchange South Africa ("JSE") and in the press
that its board of directors had 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 ordinary shares in Absa at the close of
business on Friday, 5 September 2003. Full details of the odd-lot offer were
incorporated in a circular which was posted to shareholders on 21 July 2003.
2. Offer price
Shareholders are advised, in advance of the shareholders" meeting described
in paragraph 5 below, that the odd-lot offer price has been determined at R36.22
per Absa ordinary share ("offer price"). The offer price is equivalent to the
volume weighted average traded price of Absa ordinary shares on the JSE over the
five trading days commencing on Friday, 15 August 2003 and ending on Thursday,
21 August 2003.
3. Odd-lot offer
All ordinary shareholders who hold, individually or in aggregate, less than
100 ordinary shares ("odd-lot shareholders") at 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 a sufficient number of additional ordinary shares in Absa at the
offer price of R36.22 per ordinary share in order to increase their odd-lot
shareholdings to 100 ordinary shares ("the purchase alternative"); or
- sell their odd-lot shareholdings to Absa at R38.03 per ordinary share, being
the offer price plus a 5% premium ("the cash alternative"); or
- retain their odd-lot shareholdings.
4. 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 or to retain their odd-lot
shareholdings, shall, save where they have accepted the cash alternative, be
deemed to have agreed to sell their odd-lot shareholdings to Absa, which odd-lot
shareholdings will be sold at R38.03 per ordinary share, being 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.
5. 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 whichever is the later 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.
6. Further announcement
A further announcement detailing the results of the general meeting and
finalisation of the odd-lot offer will be published on SENS on Friday, 22 August
2003 and in the South African press on Monday, 25 August 2003.
Johannesburg
21 August 2003
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)
