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Absa - Results Of General Meeting
Release Date: 25/06/2004 17:09:21 Code(s): ASA
Absa - Results of general meeting
Absa Group Limited
(Incorporated in the Republic of South Africa)
(Registration number 1986/003934/06)
JSE code: ASA Issuer code: AMAGB
ISIN: ZAE000013389
(`Absa`)
Results of general meeting to introduce empowerment shareholders into Absa and
the implementation of the specific issues of shares for cash
1. INTRODUCTION
Absa shareholders are referred to the Absa announcement dated 6 April 2004 and
circular to Absa shareholders dated 28 May 2004 regarding the proposed
introduction of new shareholder groupings consisting of:
- broad-based black economic empowerment (`BEE`) groupings, to be known as
the Batho Bonke consortium, which will between them and through a new
company, Batho Bonke Investments (Proprietary) Limited (`Batho Bonke`),
subscribe in cash for new redeemable preference shares representing 10% of
the enlarged issued share capital of Absa; and
- a once-off Absa employee share ownership programme (`ESOP`) which will
through a new trust (`Absa ESOP Trust`) established for this purpose
subscribe in cash for new redeemable preference shares representing up to
1% of the enlarged issued share capital of Absa for the benefit of eligible
employees, (collectively, `the proposed transactions`).
Each redeemable preference share confers the right on the registered holder
thereof to subscribe, with effect from the option exercise dates during the
option period, for one Absa ordinary share at the option strike price.
2. RESULTS OF GENERAL MEETING
At a general meeting of Absa shareholders held at 11:45 on Friday, 25 June 2004,
all the ordinary and special resolutions as set out in the circular dated 28 May
2004 to give effect to the proposed transactions, were approved by the requisite
majorities.
The special resolutions will be lodged with the Registrar of Companies for
registration as required in terms of the Companies Act, 1973 (Act 61 of 1973),
as amended.
3. SPECIFIC ISSUES OF SHARES FOR CASH
Absa shareholders are advised that on the third business day (expected to be 1
July 2004) following the date upon which the special resolutions referred to in
paragraph 2 above are registered by the Registrar of Companies, Absa will allot
and issue:
- 73 152 300 new redeemable preference shares at R2,00 each to Batho Bonke
for R146 304 600 cash; and
- up to a maximum of 7 315 200 new redeemable preferences at R2,00 each to
the Absa ESOP Trust for up to R14 630 400 cash.
4. BOARD APPOINTMENTS
Mrs Nthobi Angel and Mr Leslie Maasdorp`s appointments to the Absa board were
approved by shareholders.
5. BATHO BONKE SHAREHOLDERS
As indicated in the circular to Absa shareholders dated 28 May 2004, the Batho
Bonke shares earmarked for future shareholders will be sold and transferred to
such future shareholders (whom Absa is required to approve) by 30 September
2004. The additional time is required in order to ensure that each and every
grouping is individually dealt with as part of the process of achieving the
objective of broad-based empowerment. When such shares are sold and transferred
to future members, Absa shall publish such details on SENS, being the Securities
Exchange News Service of the JSE Securities Exchange
South Africa.
Johannesburg
25 June 2004
Merchant bank and co-sponsor to Absa
Absa Corporate and Merchant Bank
Corporate Finance
Absa Bank Limited
Reg. No. 1986/004794/06
Legal adviser to Absa
WWB
Webber Wentzel Bowens
Lead sponsor to Absa
Merrill Lynch
Global Markets & Investment Banking Group
Merrill Lynch South Africa (Pty) Ltd
Registration number 1995/001805/07
Joint independent reporting accountants
KPMG
Independent expert
Merrill Lynch
Global Markets & Investment Banking Group
Merrill Lynch South Africa (Pty) Ltd
Registration number 1995/001805/07
Joint independent reporting accountants
Ernst & Young
Chartered Accountants and Auditors
Transfer secretaries to Absa
Computershare
Computershare Investor Services Limited
Registration number 2004/003647/07
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