| Thu 28 Oct 2004, 14:19 | | THE PROPOSED FUTURE MEMBERS OF THE BATHO BONKE |
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ABSA GROUP LIMITED - THE PROPOSED FUTURE MEMBERS OF THE BATHO BONKE CONSORTIUM
ABSA GROUP LIMITED
(Incorporated in the Republic of South Africa)
(Registration number 1986/003934/06)
(JSE Code: ASA)(Issuer Code: AMAGB)
(ISIN : ZAE 000013389)
(`Absa`)
THE PROPOSED FUTURE MEMBERS OF THE BATHO BONKE CONSORTIUM
1. Introduction
Absa shareholders are referred to the Absa announcement dated 6 April 2004,
the circular to Absa shareholders dated 28 May 2004, the results of general
meeting announcement dated 25 June 2004 and the announcement of 30
September 2004.
On 1 July 2004, the initial members (Tokyo Sexwale, Leslie Maasdorp, Nthobi
Angel and the ten regional co-coordinators) of the Batho Bonke consortium
beneficially owned, as principals, all of the issued shares of Batho Bonke
Capital (Proprietary) Limited (`Batho Bonke`). Batho Bonke owns 73 152 300
redeemable preference shares (voting shares), representing 10% of the
enlarged issued share capital of Absa. 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.
As indicated in the circular to Absa shareholders dated 28 May 2004, the
initial members were obliged to identify the broad-based members of the
Batho Bonke consortium and ensure that the Batho Bonke shares earmarked for
these future members were sold and transferred from the relevant initial
members to such future members, by 30 September 2004. Absa undertook to
publish details to the effect on SENS as and when such shares are sold and
transferred to future members.
With the proposed future members of the Batho Bonke consortium now having
been identified, this announcement is intended to outline the composition
of the proposed future members of the consortium. Further information
relating to the sale and transfer of Batho Bonke shares from the initial
members to the identified future members is set out in paragraph 5 below.
2. Selection process
In selecting the broad-based black economic empowerment (BEE) groupings as
its shareholders, Absa chose Mr Tokyo Sexwale as lead promoter, who in turn
appointed Mr Leslie Maasdorp and Mrs Nthobi Angel as co-promoters.
Mr Sexwale has been a non-executive director of Absa since 2001. His
entrepreneurial and leadership qualities and his standing in the business
community, together with his contribution and understanding of the Absa
business, ideally placed him in the position to lead the Absa empowerment
initiative.
The leaders of the consortium appointed ten regional coordinators and they
have worked closely together to ensure that the selection of the broad-
based empowerment groupings took place within an agreed conceptual
framework incorporating the following criteria:
- participants should immediately be able to add meaningful value to Absa;
- participants should be groups rather than individuals;
- the respective groups should have strong leadership;
- the combined groups should have appropriate national representation; and
- the groups should represent a broad range of BEE shareholders and
beneficiaries.
It was further required that the selected BEE groupings comprise of members who
contribute to a wide range of skills and attributes, namely:
- broad-based (i.e. members representing broad-based empowerment companies,
community-based development trusts or foundations and empowerment groupings
for women and the youth); and
- representative of a countrywide spectrum of empowerment parties, thereby
being fully representative of the geographical spread of the Absa Group
across all provinces in South Africa.
3. The Batho Bonke consortium
A brief summary of the members of the Batho Bonke consortium and their
Batho Bonke shareholdings is set out below:
Grouping Description Shareholdin
gs
1 Tokyo Sexwale Mvelaphanda Holdings 20,0%
grouping (Proprietary) Limited*
2 Leslie Maasdorp Leslie Maasdorp 3,5%
grouping Community trust 5,0%
Individuals 1,5% 10,0%
3 Nthobi Angel Nthobi Angel 3,5%
grouping Community trust 5,0%
Individuals 1,5% 10,0%
4 Absa grouping ** Selected Absa HDSA
employees, provincial,
divisional and main
board members and 15,7%
selected HDSA
individuals not
included elsewhere
5 Nine regional 27,0%
groupings
Regional co-ordinators 0,8% 7,2%
Community trusts 0,6% 5,3%
BEE companies,
including women`s 0,8% 7,3%
groupings and rural- 0,8% 7,2%
based formations
Individuals
6 Women`s groupings Black women`s 4,0%
groupings/individuals
7 Other groupings Broad-based trusts, BEE
groups and HDSA
individuals not 13,3%
included in any of the
above groupings
TOTAL (number of shares 73 152 300) 100,0
%
* On 20 July 2004 a merger agreement was signed between Mvelaphanda
Holdings (Proprietary) Limited (`Mvelaphanda`) and Rebserve Holdings
Limited (`Rebserve`), which entails a reverse takeover of Rebserve by
Mvelaphanda. On completion of the merger control of Rebserve will pass to
Mvelaphanda, resulting in the creation of an empowered broad-based black
controlled South African group. The name of Rebserve will change to
Mvelaphanda Group Limited. The finalisation of the merger is still subject
to the fulfilment of certain conditions precedent, including Absa
consenting to the transfer of Mvelaphanda`s Batho Bonke shareholding to the
new merged entity (Mvelaphanda Group Limited).
** Absa identified historically disadvantaged South African (HDSA) managers
(as defined by the financial sector charter) (including executive
directors) who will, via a trust specifically set up for this purpose,
become beneficiaries of a stake of approximately 11,4% in Batho Bonke. Absa
furthermore allocated approximately 4,3% of the shares to selected HDSA
members of its provincial, divisional and main boards (excluding executive
directors). These allocations are in line with the objective of achieving
broad-based empowerment.
The regional co-coordinators in each of the nine regions are:
Co-ordinator Co-ordinator
1 Mkhuseli Jack 6. Mathews Phosa
2 Pat Matosa 7. Anthony Rooiland
3 David Moshapalo 8. Kaobitsa Maape
4 Monana Nhlanhla 9. James Ngculu/Tony Ruiters
5 Laduma Temba
Absa believes that the Batho Bonke consortium presented above complies with the
criteria set out in 2.
The detailed shareholder register of Batho Bonke will be open for inspection in
terms of the provisions of the Companies` Act at the registered office of Batho
Bonke (Mvelaphanda House, 23 Glenhove Road, Melrose Estate, Johannesburg) as
soon as the shares have been sold and transferred from the initial members to
the proposed future members. Batho Bonke and the initial members have until 31
January 2005 to complete this process.
4. COMPOSITION of the PROPOSED Batho Bonke consortium
The following table summarises the characteristics of the proposed Batho
Bonke consortium:
Grouping Nature Batho Estimated
Bonke number of
sharehold beneficiarie
ing s**
Mvelaphanda Total 20,0% More than 50
Holdings - Tokyo Sexwale 7,0% 000
(Proprietar - Community trusts 3,0%
y) Limited* - BEE groupings 6,0%
- Individuals 4,0%
(including HDSA and
non HDSA)
Leslie Promoters appointed by 7,0% 2
Maasdorp Absa and Tokyo
and Nthobi Sexwale.
Angel
Regional co- Individuals, also 7,2% 10
coordinator responsible for
s compiling regional
consortiums
Community Focused on social 16,6% More than
trusts welfare including: 600 000
- upliftment of women
- HIV prevention
programmes
- care for the sick
and disabled
- provision of
educational services
BEE Small and medium 12,8% More than 25
companies enterprises with 000
adequate
representation by the
youth and women
Individuals People with a high 16,7% More than
standing in the 200
community
Women`s Women`s groups and 4,0% More than
groupings individuals 500 000
Absa Selected Absa HDSA 15,7% More than
grouping managers, and HDSA 450
members of the
divisional, provincial
and main board of
directors
Total 100%
More than
1 175 000
* Refer to paragraph 3 above
** Where not specific, the numbers were based on estimates provided by
the initial members and some of the future members and were not
independently verified. The Absa grouping may fluctuate as a result of new
appointments and/or resignations
5. Sale and transfer of the shares
Following the approval process in respect of the future members of the
Batho Bonke consortium, in terms of the shareholders` agreement entered
into in April 2004 between Batho Bonke and its shareholders, including the
initial members of the Batho Bonke consortium and Absa, the Batho Bonke
shares earmarked for the future members will be sold and transferred from
the relevant initial members to such future members. Batho Bonke and the
initial members have until 31 January 2005 to complete this process, after
which the shareholders` register of Batho Bonke will be open for
inspection.
Lead Sponsor: Merrill Lynch South Africa (Proprietary) Limited
Co-Sponsor: Corporate Finance, ABSA Corporate and Merchant Bank
Enquiries:
Absa Batho Bonke
Frans du Toit Chris Vick
Group executive director Spin Media
5th Floor Absa Towers East Tel: (011) 268-5790
170 Main Street Fax: (011) 268-5258
Johannesburg 2001 Mobile: 083 557 7644
Tel: 27(11) 350 4250
Fax: 27(11) 350 5100
Email: fransdt@absa.co.za
Issued by:
Willie Roux
Group Investor Relations
4th Floor Absa Towers East
170 Main Street
Johannesburg 2001
Tel: 27(11) 350 4061 / 27(11) 350-4394
Fax: 27(11) 350 6487
Email: willier@absa.co.za
sues@absa.co.za
28 October 2004
Date: 28/10/2004 02:00:13 PM
Produced by the JSE SENS Department
