| Mon 9 May 2005, 9:46 | | Absa/ Barclays - Firm Intention Announcement |
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Absa/ Barclays - Firm Intention Announcement
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, IN OR INTO
CANADA. THE RECOMMENDED OFFER WILL NOT BE MADE TO SHAREHOLDERS WITH
REGISTERED ADDRESSES IN CANADA WHO, IN TERMS OF CANADIAN LAW, MAY ALSO NOT
VOTE AT THE SCHEME MEETING
FIRM INTENTION ANNOUNCEMENT
Absa Group Limited Barclays Bank PLC Barclays PLC
(Incorporated in the (Registered in England) (Registered in England)
Republic of South Africa) (Registration number: (Registration number:
(Registration number: 1026167) 0048839)
1986/003934/06) (`Barclays`) LSE CODE: BARC
JSE CODE: ASA ISIN CODE:
ISIN CODE: ZAE000013389 GB0031348658
(`Absa`)
ANNOUNCEMENT OF A FIRM INTENTION BY BARCLAYS TO ACQUIRE A MAJORITY STAKE IN
ABSA AT A PRICE OF R82.50 PER SHARE
Key features of the Recommended Acquisition:
- Recommended Acquisition by Barclays to acquire up to 60% of Absa ordinary
shares for R82.50 per share in cash effected by an inter-conditional 32%
scheme of arrangement and 28% partial offer
- Ordinary Shareholders will also receive the Absa final dividend of
R2.00 per share
- The transaction is unanimously recommended by the Absa Board, has the
support of management and Barclays has received written expressions of
support from key shareholders representing approximately 63% of Absa
ordinary shares
- Regulatory approval has been received from the Minister of Finance
- The Recommended Acquisition underpins Absa`s vision of developing the
leading financial services business in South Africa and the pre-eminent
bank on the African continent
- It is anticipated that the Recommended Acquisition will generate potential
revenue and cost synergies which are expected to improve Absa`s pre-tax
profits by approximately R1.4 billion per annum four years after completion
(after incurring implementation costs of approximately R1.8 billion over
the first three years)
INTRODUCTION
The Boards of Directors of Absa and Barclays are pleased to announce that
agreement has been reached regarding the terms of Barclays proposed acquisition
of a majority stake in Absa (the `Recommended Acquisition`).
Barclays wishes to acquire by way of the Recommended Acquisition up to 60% of
the ordinary shares in Absa (the `Ordinary Shares`). The Recommended Acquisition
is to be achieved through a dual mechanism, being (i) the Scheme (as defined
below) and (ii) the Recommended Offer (as defined below), in terms of which Absa
shareholders are invited to tender all or some of their Absa shares for
purchase. The Scheme, if successful, will result in Barclays acquiring 32% of
each Absa ordinary shareholder`s shares and the Recommended Offer, if
successful, will result in Barclays acquiring up to an additional 28% of Absa`s
ordinary share capital. The Scheme and Recommended Offer are interconditional.
Since Barclays is not seeking to acquire 100% of Absa`s ordinary share capital
and in the interest of treating shareholders equally, the structure of the
Recommended Acquisition is designed to ensure a minimum level of participation
by all Absa ordinary shareholders (`Ordinary Shareholders`), while at the same
time enabling shareholders who wish to participate to a greater extent to do so.
The structure was developed as a direct result of feedback from Absa
shareholders.
Shareholders will receive R82.50 in cash in respect of each Absa share acquired
by Barclays whether pursuant to the Scheme or the Recommended Offer. This allows
shareholders to realise an attractive return on their investment at a time when
there has been a significant re-rating of the South African banking sector in
general and Absa in particular.
In addition, the Absa Board has declared a final dividend of R2.00 per share for
the financial year ended 31 March 2005 to be paid on 27 June 2005 to Ordinary
Shareholders on the register as at 24 June 2005 (the `Record Date of the Final
Dividend`) - see note 4 to `Salient Dates and Times` below.
The key terms of the Recommended Acquisition are described below in the section
headed `The Terms of the Recommended Acquisition`.
Barclays and Absa have committed in principle to the future integration of their
African businesses on an arm`s length basis as described below in the section
headed `Integration of Businesses, including Barclays Africa`. No terms have
been agreed and regulatory approvals have not yet been sought. The integration
transactions will, where required, be supported by an independent fairness
opinion and will be subject to any necessary independent shareholder (i.e.
excluding Barclays) and Board approvals. It is anticipated that this process,
which is subject to regulatory and other approvals, will be embarked upon as
soon as practicably possible.
The Minister of Finance has approved Barclays application to acquire a majority
stake in Absa pursuant to the requirements of the Banks Act, 1990 and the
Minister of Finance has, under Section 18(2) of the Competition Act, excluded
the jurisdiction of the Competition Authorities.
The Recommended Acquisition carries the unanimous recommendation of the Absa
Board and the support of the Absa management team. Barclays has also received
written expressions of support for the Recommended Acquisition from a number of
Ordinary Shareholders, including Sanlam and Remgro (as defined below),
representing in aggregate approximately 63% of the Ordinary Shares. Amongst
these, Absa`s two largest Ordinary Shareholders, Sanlam Limited (`Sanlam`) and
Financial Securities Limited (`Remgro`), accounting for 28% of Absa`s Ordinary
Shares in aggregate, have also given a written undertaking to vote all of their
shares in favour of the Scheme and to tender all their Ordinary Shares. In
addition, Barclays has received written support from Batho Bonke Capital (Pty)
Ltd (`Batho Bonke`) (Absa`s black empowerment partner), and the Absa Group
Limited Employee Share Ownership Administrative Trust (the `Absa ESOP Trust`)
(Absa`s employee share ownership programme) (together the `Preference
Shareholders`) who will retain their preference shares in Absa after the
Recommended Acquisition.
STRATEGIC RATIONALE
Absa views partnering with a significant global player as key to the creation of
long-term shareholder value and to the delivery of its strategic vision of
becoming the leading financial services business in South Africa and the pre-
eminent bank on the African continent. Barclays, as a major global bank with
extensive interests in Africa, is an ideal partner and shares Absa`s vision.
Barclays views South Africa as an attractive market with good growth prospects
and a sophisticated economic and financial services infrastructure. The
Recommended Acquisition accelerates Barclays strategic objective of building its
retail and commercial banking, investment banking and credit card presence in
selected international markets. As one of the country`s big four banks and the
leading retail bank, Absa is an excellent partner for Barclays to expand its
interests in South Africa, given Absa`s strong market position across major
market and product segments, distribution capabilities in South Africa and its
operations and footprint in the rest of the African continent. As at 30
September 2004 (the end of Absa`s interim reporting period), Absa had total
assets of R313.9 billion and net assets of R21.1 billion, and in the six month
period ended 30 September 2004 made R3.3 billion in pre-tax profits.
To achieve this vision of creating the leading financial services business in
South Africa and the pre-eminent bank on the African continent, Absa and
Barclays have committed in principle to the future integration of their African
businesses on an arm`s length basis. No terms have been agreed and regulatory
approvals have not yet been sought. It is anticipated that this process, which
is subject to regulatory and other approvals, will be embarked upon as soon as
practicably possible.
If successful, it is expected that the Recommended Acquisition will lead to an
enhancement in Absa`s earnings growth potential through the deployment of
operational best practices and enhanced cross-selling potential. It will also
offer access to a broader range of products and services tailored to the
specific needs of Absa`s existing and potential customers, and will assist in
the provision of extended banking and financial services to the underbanked
population of the South African market.
Absa and Barclays believe that the domestic banking expertise, leading brand and
strong market position of Absa, combined with the world-class product
capabilities, global banking expertise (including its African operations),
international reach and financial strength of Barclays will result in
significant synergies. It is anticipated that the Recommended Acquisition will
lead to enhanced business opportunities, improved offerings to customers,
exciting career opportunities for employees and long-term value for
stakeholders.
REVENUE AND COST SYNERGIES
As shareholders may retain an equity interest in Absa following the Recommended
Acquisition, they will also be able to participate in any synergy benefits from
a combination of Absa and Barclays.
Considerable potential revenue and cost synergies have been identified and are
expected to improve Absa`s pre-tax profits by approximately R1.4 billion per
annum four years after completion of the Recommended Acquisition (after
incurring implementation costs of approximately R1.8 billion over the first
three years).
Revenue synergies should be derived from, amongst other things, combining
Barclays customer relationship management and product packaging capabilities
with Absa`s retail franchise, leveraging Barclays world-class credit card risk
management and pricing skills, applying Barclays capabilities and expertise in
business and wholesale banking and significantly improved access to capital
markets.
Cost synergies should be achieved through, amongst other things, the adoption by
Absa of Barclays corporate banking platform in South Africa and operational
efficiencies, such as sourcing synergies through economies of scale, the
acceleration of investment in operational and IT effectiveness, productivity
enhancement in commercial banking, improving the credit risk management process
for commercial and wholesale banking and the streamlining of certain back office
functions.
The improvement to Absa`s pre-tax profits in the fourth year is expected to come
from approximately 60% revenue uplift and 40% cost efficiencies.
JSE SECURITIES EXCHANGE SOUTH AFRICA (`JSE`) LISTING
Both Absa and Barclays intend to maintain Absa`s listing on the JSE and an
adequate free float which would allow Absa shareholders to participate in the
anticipated revenue and cost synergy value uplift. At the same time, Barclays
majority stake will ensure the alignment of its interests with those of Absa in
the delivery of the synergies. Barclays also acknowledges that Absa`s black
economic empowerment arrangements with Batho Bonke require that the Absa
Ordinary Shares remain listed on the main board of the JSE for at least the
duration of those arrangements.
TERMS OF THE RECOMMENDED ACQUISITION
The Recommended Acquisition will be made in accordance with all applicable
requirements of the Securities Regulation Code on Takeovers and Mergers (the
`Code`) and the Companies Act, 1973 (the `Companies Act`) and will be effected
through two interconditional processes: (i) a scheme of arrangement to be
proposed by Barclays between Absa and the Ordinary Shareholders, excluding the
Absa Group Limited Share Incentive Scheme Trust (the `Absa Share Trust`) and
Barclays and its subsidiaries, save to the extent that they hold Absa Ordinary
Shares on behalf of third parties, pursuant to which Barclays would acquire 32%
of each such Ordinary Shareholder`s shares (the `Scheme`); and (ii) a partial
offer by Barclays to all Ordinary Shareholders and Preference Shareholders
(together `Shareholders`) to acquire (subject to the excess tender provisions
set out below) from each Shareholder up to an additional 28% of his or her
shares (the `Recommended Offer`).
The consideration under both the Scheme and the Recommended Offer will be
R82.50 per Absa share, payable in cash, which represents a premium of 8.5% to
the closing Absa Ordinary Share price on 22 April 2005, the last trading day
prior to the detailed cautionary announcement published on 25 April 2005; and a
premium of 36.4% to the closing Absa Ordinary Share price on 22 September 2004,
the date prior to the first cautionary announcement by Absa published on
23 September 2004 in relation to this transaction.
Full acceptance by the Ordinary Shareholders (assuming implementation of all
Absa employee options under the Absa Share Trust which vest and are implemented
in time to be recorded on the Ordinary Share register by the record date of the
Recommended Acquisition) would result in payment of a total consideration of
R33.0 billion (GBP2.9 billion)* in cash.
* Based on an exchange rate of GBP1 = R11.4258.
In terms of the Scheme all Ordinary Shareholders participating in the Scheme
will dispose of 32% of their Ordinary Shares to Barclays for R82.50 in cash for
each such Ordinary Share.
The Recommended Offer will contain the following terms:
- Barclays will make a partial offer to acquire (subject to the excess tender
provisions set out below) from each Shareholder an additional 28% of his or
her shares (their `Basic Entitlement`) at R82.50 in cash for each such
share;
- all Shareholders will be entitled to tender all or any lesser number of
their Absa shares and would, as a minimum, be entitled to dispose of (in
addition to the 32% of their Ordinary Shares disposed of under the Scheme)
the number of shares which they have tendered up to their Basic Entitlement
if the Recommended Acquisition becomes unconditional;
- if Shareholders tender in excess of their Basic Entitlement, Barclays will
accept such excess tenders on a pro rata basis (by reference to the number
tendered by each Shareholder in excess of his or her Basic Entitlement) to
the extent that other Shareholders do not tender all of their Basic
Entitlement, such that following implementation of the Scheme and the
purchase of all Absa shares pursuant to the Recommended Offer and any
on-market purchases by Barclays, Barclays would be the owner of up to 60%
of the issued Absa Ordinary Shares. Selling shareholders may thus be able
to dispose of more than their Basic Entitlement; and
- the condition to the Recommended Offer as to minimum acceptances is set at
a level which would result in Barclays holding 56.5%* of all Absa`s
Ordinary Shares, taking into account shares to be acquired pursuant to the
Scheme, the Recommended Offer and any on-market purchases by Barclays.
Barclays will be entitled (but not obliged) to waive down this condition to
a lower percentage level, which shall not, without the consent of the
Minister of Finance and Absa, be below 50.1% of Absa`s Ordinary Shares.
* 56.5% ensures a majority of votes (i) assuming implementation of all
Absa employee options under the Absa Share Trust which vest and are
implemented in time to be recorded on the Ordinary Share register by
the record date of the Recommended Acquisition and (ii) taking into
account the Preference Shareholders` voting rights.
The Recommended Acquisition will be subject to the fulfilment or waiver of the
conditions precedent set out in the section headed `Conditions Precedent To
Which The Recommended Acquisition Will Be Subject` below, and shall not be
implemented unless the High Court of South Africa (the `Court`) has directed
that the requisite Scheme meeting of Scheme members (the `Scheme Meeting`) be
summoned in a manner and at a time reasonably satisfactory to Barclays and
Absa.
If the consideration for the Recommended Acquisition is not paid by 1 August
2005, Barclays will pay interest on the consideration payable at the Specified
Rate from 1 August 2005 to the date of payment, provided that such interest
would not be payable in respect of Ordinary Shares tendered on or after 1
August 2005. For these purposes, the Specified Rate shall mean the average of
the daily one month JIBAR rate as quoted on Bloomberg for the 30 day period
which ends 10 days prior to the record date for the Recommended Acquisition.
Shareholders who retain their Absa Ordinary Shares until the Record Date of the
Final Dividend of R2.00 for the financial year ended 31 March 2005, will be
entitled to receive that dividend when it is paid. Voting such shares in favour
of the Scheme and all other resolutions proposed in connection with the
Recommended Acquisition and/or tendering them into the Recommended Offer will
not prevent Ordinary Shareholders from receiving the final dividend.
Barclays is entitled (but not obliged) to acquire Absa Ordinary Shares through
on-market purchases on the JSE. Such purchases would be made in compliance
with the requirements of the Code and applicable law and Barclays shall not
acquire more than 14.9% of Absa`s Ordinary Shares by this means. Any such
purchases would not affect Shareholders` rights to dispose of their Basic
Entitlement pursuant to the Recommended Offer.
APPROVAL OF THE MINISTER OF FINANCE
The Minister of Finance has approved Barclays application to acquire a majority
stake in Absa pursuant to the requirements of the Banks Act, 1990 and the
Minister of Finance has, under Section 18(2) of the Competition Act, excluded
the jurisdiction of the Competition Authorities.
As part of the Banks Act approval process, Barclays has confirmed its long-term
commitment to investing in South Africa pursuant to the Recommended Acquisition
and its intention to retain a controlling stake in Absa.
Further, whilst a key goal of the transaction is to bring Barclays world-class
product capabilities, global banking expertise and international reach to
Absa`s business, Barclays has acknowledged the importance of maintaining the
South African character of Absa and the significant contribution Absa would
make to Barclays international strategic goals. In this regard, it is intended
that the present Chairman of Absa, Dr. Danie Cronje, will continue to serve as
Chairman of Absa and would become a non-executive director of Barclays and
Barclays PLC and Dr. Steve Booysen will remain in his current position as Group
Chief Executive of Absa. Three Barclays representatives will be appointed to
the Absa board. Absa and Absa Bank Limited will remain South African
incorporated companies with Absa`s primary listing on the JSE.
Both Barclays and Absa already have strong black economic empowerment (`BEE`)
policies, including Absa`s ownership arrangements with Batho Bonke. Barclays
has confirmed its intention to retain these policies to reflect its strong
commitment to the Financial Sector Charter.
Barclays has also confirmed its intention for Absa to maintain best practice
corporate governance standards, compliance with laws and regulations and a
close ongoing relationship with Absa`s regulators. These objectives would be
supported where appropriate through the Barclays representatives on the Absa
board.
CONDITIONS PRECEDENT TO WHICH THE RECOMMENDED ACQUISITION WILL BE SUBJECT
The Scheme
The Scheme will, in addition to the statutory conditions set out in the
Companies Act, be subject to the fulfilment or waiver of conditions precedent
relating to the following matters, all by no later than the Long Stop Date (as
defined below):
- the Recommended Offer being declared unconditional as to acceptances,
which will occur on or before the sanctioning of the Scheme by the Court;
- all necessary regulatory approvals to effect the Recommended Acquisition
having been granted or deemed to have been granted, provided that if any
approval is qualified or conditional, this condition would only be deemed
to be fulfilled if both Absa and Barclays agree to the qualification or
condition and undertake in writing to each other to abide by such
qualification or condition; except that where a qualification or condition
relates only to Barclays (and not to the Absa group following the
integration as described below in the section headed `Integration of
Businesses, Including Barclays Africa`), Barclays alone can consent to such
qualification or condition;
- the independent Shareholders passing, to the satisfaction of Barclays, an
ordinary resolution waiving the requirement under the Code for Barclays to
make a mandatory offer to all Shareholders for all of their Absa shares
(provided that this resolution will not be implemented unless, in addition,
a simple majority of the independent Ordinary Shareholders vote in favour
of this resolution); and ordinary resolutions necessary to approve the
appointments to the Absa board described below in the section headed
`Staff, Management and Boards`;
- by no later than five business days prior to the scheduled Court hearing
date to sanction the Scheme, no materially adverse circumstance relating to
the financial or business affairs of Absa having arisen;
- prior to the scheduled Court hearing to sanction the Scheme, Absa not
having undertaken or allowed to occur any unusual corporate action or
frustrating action; and
- there being no change nor proposed change in any law, regulation or policy
of the Republic of South Africa on or before five business days prior to
the scheduled Court hearing date to sanction the Scheme, which would
restrict Barclays ability to transmit freely capital injected into, and/or
dividends paid out by, Absa into foreign exchange and to remit it offshore.
The Long Stop Date is 31 August 2005, but as long as the Scheme Meeting has
been held on or before 15 July 2005 this will be extended to 31 October 2005 if
as at 31 August 2005 the only outstanding condition is the Scheme becoming
effective.
The Recommended Offer
The Recommended Offer will be subject to the fulfilment or waiver of conditions
covering the following matters, both by no later than the Long Stop Date:
- Ordinary Shareholders tendering such number of Absa Ordinary Shares in the
Recommended Offer which, when accepted by Barclays, would result in it
holding 56.5%* of all Absa Ordinary Shares (taking into account shares to
be acquired pursuant to the Scheme and any on-market purchases by
Barclays), and Sanlam and Remgro each tendering their Absa Ordinary Shares
pursuant to the undertakings which they have given in favour of Barclays;
and
- the order of the Court sanctioning the Scheme being registered by the
Registrar of Companies.
* See explanation of this figure under the section headed `Terms Of
The Recommended Acquisition` above.
The Scheme and the Recommended Offer are therefore each conditional upon the
other, such that either both of them will become effective or neither will
become effective.
INTEGRATION OF BUSINESSES, INCLUDING BARCLAYS AFRICA
Both the Absa and Barclays Boards support the vision of creating the pre-eminent
bank on the African continent and have agreed in principle, as soon as
reasonably possible after the completion of the Recommended Acquisition:
- to integrate, subject to regulatory approval, Barclays South Africa and
other Barclays African businesses (being Botswana, Ghana, Kenya, Mauritius,
Seychelles, Tanzania, Uganda, Zambia and Zimbabwe; but excluding Egypt and
United Arab Emirates) with Absa; and
- to integrate, subject to regulatory approval, as appropriate, Absa`s
international businesses in London, Germany, Hong Kong and Singapore with
Barclays.
It is anticipated that this process, which is subject to regulatory and other
approvals, will be embarked upon as soon as practicably possible.
Barclays has operated in Africa for nearly 100 years and is the leading
international bank in the region. This business includes operations in ten
countries (including Barclays South Africa) which generated approximately
R1.3 billion of pre-tax profits for the year ended 31 December 2004 and had
total assets amounting to approximately R44.4 billion, with 1.2 million retail
and business/wholesale customer accounts served by 6 200 employees and 230
branches.
The terms of any integration transactions will be on an arm`s length basis,
with full particulars in respect of such transactions being disclosed at the
relevant time. The terms and structure of the integration transactions
(including the consideration payable) would need to be determined. The
consideration may constitute cash, Absa Ordinary Shares or a combination
thereof. The financial effects of the integration transactions on Absa
Shareholders will be properly disclosed at the time of the transactions. The
integration transactions will also, where required, be supported by an
independent fairness opinion and will be subject to any necessary independent
shareholder (i.e. excluding Barclays), Board and regulatory approvals.
STAFF, MANAGEMENT AND BOARDS
Barclays and Absa believe that Absa`s management team has built the leading
retail banking franchise in South Africa by leveraging its strong local market
knowledge and expertise. Going forward, management would be combined by drawing
on the strength and talents of each organisation, while making use of Barclays
considerable international skills and capabilities. No significant staff
reductions are anticipated as a consequence of the Recommended Acquisition.
To ensure that there is continuity and alignment of management between Absa and
Barclays post implementation of the Recommended Acquisition, it is intended,
subject to any required regulatory clearance where applicable, that:
- the present Chairman of the Absa Board Dr. Danie Cronje will continue to
serve as Chairman;
- Dr. Steve Booysen will remain in his current position as Group Chief
Executive of Absa and will join the Barclays senior leadership group and
Barclays International Retail and Commercial Banking Executive Committee;
- the Absa Board will be of a similar size to the Absa Board on the closing
date of the Recommended Acquisition, with four executive directors including
the three current executive directors, and with a majority of independent
directors;
- Mr. Dominic Bruynseels, currently Chief Executive of Barclays Africa, will
serve as an executive director of Absa and of Absa Bank Limited;
- Barclays will nominate two new non-executive directors to the Boards of
Absa and Absa Bank Limited, who will be Mr. David Roberts, director of
Barclays PLC and Chief Executive of Barclays International Retail and
Commercial Banking and Mr. Naguib Kheraj, Group Finance Director of
Barclays PLC;
- a Barclays nominated non-executive director will be appointed to each of the
key committees of the Absa and Absa Bank Limited Boards;
- Dr. Danie Cronje will become a non-executive director of Barclays PLC and
Barclays Bank PLC; and
- Sanlam and Remgro will procure that their nominees to the Boards of Absa
and Absa Bank Limited resign as directors of Absa and Absa Bank Limited
with effect from the settlement date of the Recommended Acquisition.
The proposed changes to the Absa Board will be made in compliance with best
market practice in South Africa in relation to corporate governance, including
the provisions of the Banks Act and the requirements of the King Reports on
Corporate Governance for South Africa.
BATHO BONKE AND THE ABSA ESOP TRUST SUPPORT AND UNDERTAKINGS
Barclays is committed to the continuing transformation of South Africa and
regards the Financial Sector Charter as a key element of that transformation.
Both Absa and Barclays already have strong BEE policies and any merger of their
businesses would see the retention of these policies.
Batho Bonke, a broad-based BEE consortium, and the Absa ESOP Trust hold
redeemable cumulative option holding preference shares in Absa (the `Preference
Shares`). The Preference Shares currently confer the right on the holders
thereof to exercise 10.7% of all voting rights at any general meeting of Absa
and to subscribe, between the first business day after 1 July 2007 and 1 July
2009 at an option strike price, for 10.7% of the enlarged issued ordinary share
capital of Absa.
Barclays has received written notices from Batho Bonke and the Absa ESOP Trust
in terms of which they (i) confirm that they are contractually restricted by
their prior arrangements with Absa from selling their Preference Shares at this
time; (ii) support the Recommended Acquisition; (iii) waive their rights to
have the Scheme extended to their Preference Shares; and (iv) undertake to vote
all of their shares in favour of all the resolutions to be proposed in
connection with the Recommended Acquisition, including resolutions waiving the
requirement to make a mandatory offer to all shareholders under the Code and
those necessary to make the appointments to the Absa Board described above in
the section headed `Staff, Management and Boards` (collectively the
`Resolutions`). Accordingly Batho Bonke and the Absa ESOP Trust are not
participants in the Scheme but the Recommended Offer is made to them.
SUPPORT AND UNDERTAKINGS FROM KEY SHAREHOLDERS TO VOTE IN FAVOUR OF THE SCHEME
AND ACCEPT THE RECOMMENDED OFFER
Barclays has received written expressions of support for the Recommended
Acquisition from a number of Ordinary Shareholders, including Sanlam and
Remgro, representing in aggregate approximately 63% of the Ordinary Shares.
Amongst these, Absa`s two largest Ordinary Shareholders, Sanlam and Remgro,
accounting for 28% of Absa`s Ordinary Shares in aggregate, have also given a
written undertaking to vote all of their shares in favour of the Scheme and to
tender all their Ordinary Shares.
It should be noted that the tender by Sanlam of its shares and its ability to
vote in favour of the Scheme is subject to Sanlam shareholder approval. The
Board of Sanlam has agreed to recommend that its shareholders vote in favour of
the relevant resolution at the Sanlam shareholder general meeting which will be
called for this purpose. It is envisaged that the meeting will be held on
9 June 2005. The undertakings provided by Sanlam and Remgro require the
Recommended Offer to be made before 8 June 2005 and do not prevent Sanlam or
Remgro benefiting from a higher offer price nor from accepting a materially
better alternative offer from another offeror. Barclays will not be obliged to
accept all the Absa Ordinary Shares tendered by Sanlam and Remgro, but will
treat the Absa Ordinary Shares tendered in excess of Sanlam and Remgro`s Basic
Entitlement in the same way as excess tenders by all other Ordinary
Shareholders will be treated.
BRANDING
Barclays and Absa intend capitalising on the respective strengths of each of
the Absa and Barclays brands.
EFFECT OF THE TRANSACTION ON BARCLAYS
The anticipated financial impact of the Recommended Acquisition is positive for
Barclays. The Recommended Acquisition is expected to create value, with
projected earnings per share accretion from completion of the Recommended
Acquisition and expected positive economic profit in the first full year
following completion.
At 31 December 2004 Barclays had a tier one capital ratio of 7.6% and a risk
asset ratio (i.e. total capital ratio) of 11.5%. Barclays intends to fund the
transaction from a combination of available resources and preference share
finance. Based on the most recent reported financials and assuming a holding of
60% of the Ordinary Shares, it is expected that the transaction and associated
preference share issuance will result in approximately a 60 basis point
reduction in Barclays tier one capital ratio and risk asset ratio (i.e. total
capital ratio).
OPINION AND RECOMMENDATION OF THE BOARD OF ABSA
N M Rothschild & Sons (South Africa) (Pty) Ltd, as the independent financial
advisor to the Board of Absa, is of the opinion that the terms of the
Recommended Acquisition are fair and reasonable to Shareholders. The full text
of that opinion will be included in the circular to be posted to Shareholders
in due course. The Board of Absa (excluding Dr. J. van Zyl and Mr. P.T. Motsepe,
being nominee directors of Sanlam, and Mr. T. van Wyk, being a nominee director
of Remgro, who recused themselves) has considered this opinion and the terms of
the Recommended Acquisition, and having taken into account, among other things,
financial advice received from Goldman Sachs International, is of the opinion
that the terms of the Recommended Acquisition are fair and reasonable to
Shareholders and are in the best interests of Shareholders as a whole and has
unanimously recommended that Shareholders (excluding Batho Bonke and the Absa
ESOP Trust) accept the Recommended Offer, and that Shareholders vote in favour
of the Scheme and the Resolutions. Merrill Lynch International and Absa
Corporate and Merchant Bank have also acted as financial advisors to Absa.
FINAL DIVIDEND
Absa is simultaneously with this announcement releasing an announcement on the
Securities Exchange News Service (`SENS`) and in the press that it has declared
a final dividend of R2.00 per Absa Ordinary Share for the financial year ended
31 March 2005 to be paid on 27 June 2005 to Ordinary Shareholders on the
register on the Record Date for the Final Dividend.
BARCLAYS GROUP HOLDINGS IN ABSA
Barclays Global Investors Limited (`BGI`) holds 356 822 Absa Ordinary Shares
(representing 0.06% of the Absa Ordinary Shares in issue) on behalf of its
asset management clients.
On 27 October 2004 BGI sold 126 700 Absa shares (representing 0.02% of the Absa
Ordinary Shares in issue) at a price of R65.40 per share. On 18 February 2005,
Barclays Global Investors N.A effected a trade on behalf of a client for 51 100
Absa ordinary shares (representing 0.008% of the Absa Ordinary Shares in issue)
at a price of R75.94 per share, where ownership of the shares vested with the
client. The abovementioned transactions have been reported in accordance with
the Code.
CONFIRMATION OF FINANCIAL RESOURCES
JPMorgan has furnished confirmation to the Securities Regulation Panel (the
`SRP`) that Barclays has resources available sufficient to satisfy full
implementation of the Recommended Acquisition.
WEBSITE
All relevant shareholder documentation and related materials in connection with
the Recommended Acquisition will be made available on the Absa website
(www.absa.co.za) and the Barclays website(www.investorrelations.barclays.co.uk).
In addition, details of any on-market purchases by Barclays of Absa Ordinary
Shares will be made available on the Barclays website.
SHAREHOLDERS OUTSIDE OF SOUTH AFRICA
The Recommended Acquisition may be affected by the laws of the relevant
jurisdiction of those shareholders who are not South African residents (`Non-
Resident Shareholders`). Such Non-Resident Shareholders should inform
themselves about and observe any applicable legal requirements of such
jurisdictions. It is the responsibility of any Non-Resident Shareholder to
satisfy himself/herself as to the full observance of the laws and regulatory
requirements of the relevant jurisdiction, in connection with the Recommended
Acquisition, including the obtaining of any governmental, exchange control or
other consents or the making of any filing which may be required, the
compliance with other necessary formalities and the payment of any issue,
transfer or other taxes or other requisite payments due in such jurisdiction.
The Recommended Acquisition will comply with and be governed by the laws of
South Africa and will be subject to any other applicable laws and regulations
including Regulation E of the United States Exchange Act.
This announcement does not constitute an offer to sell or an invitation to
purchase any securities or the solicitation of an offer to buy any securities,
pursuant to the Recommended Acquisition or otherwise.
The Recommended Offer will be made solely by way of the shareholder circular to
be dispatched in due course which will include details of how the Recommended
Offer may be accepted. The Recommended Offer will not be made in or into Canada
or any other jurisdiction in which it is unlawful to make such an offer. Any
acceptance received from Canada or any other jurisdiction where such
Recommended Offer is illegal, may render invalid any purported acceptance of
the Recommended Offer. In terms of Canadian law, shareholders with registered
addresses in Canada may also not vote at the Scheme Meeting.
Any Absa Shareholder who is in any doubt as to their position, including,
without limitation, their tax status, should consult an appropriate independent
professional adviser in the relevant jurisdiction without delay.
IMPORTANT DATES AND TIMES
A circular containing full details of the Recommended Acquisition (including
all terms and conditions of the Scheme and Recommended Offer) will be posted to
Shareholders on or about 20 May 2005, following the convening of the Scheme
Meeting by the Court.
The Recommended Offer will remain open from 20 May 2005 to 8 July 2005 (the
`Closing Date`), save in the event that, with the approval of the SRP and Absa,
the sanction date of the Scheme is extended beyond the date set out below, in
which event an announcement concerning the revised Closing Date will be
released on SENS and published in the Press.
Shareholders should note the following important dates and times:
SALIENT DATES AND TIMES 2005
Firm Intention Announcement Monday, 9 May
Declaration of Final Dividend Monday, 9 May
Recommended Offer opens Friday, 20 May
Release of Absa`s annual results for the year ended Monday, 30 May
31 March 2005 on SENS
Publication of Absa`s annual results for the year Tuesday, 31 May
ended 31 March 2005 in the Press
Last day to trade in Absa shares in order to be
recorded in the Register to be able to vote at the
Scheme Meeting Thursday, 2 June
Latest time and date for Forms of Proxy for the
General Meeting to be lodged at 12h00 on Thursday, 9 June
Scheme Voting Record Date at 17h00 on Thursday, 9 June
Latest time and date for Forms of Proxy for the
Scheme Meeting to be lodged at 11h00 on Friday, 10 June
Scheme Meeting of Absa to be held at 11h00 on Monday, 13 June
General Meeting of Absa Shareholders
to be held at 12h00 (or after conclusion
of the Scheme Meeting) on Monday, 13 June
Results of the Scheme Meeting released on SENS Monday, 13 June
Results of General Meeting released on SENS Monday, 13 June
Results of Scheme Meeting published in the Press Tuesday, 14 June
Results of General Meeting published in the Press Tuesday, 14 June
Last day to trade in Absa Ordinary Shares on the JSE Friday, 17 June
to be eligible to participate in the final dividend (see
note 4 below)
Absa Ordinary Shares will trade `ex` the Final Monday, 20 June
Dividend
Court hearing to sanction the Scheme at 10:00 (or as Tuesday, 21 June
soon after that as counsel may be heard)
Record Date for the Final Dividend Friday, 24 June
Payment of the Final Dividend Monday, 27 June
IF THE SCHEME IS SANCTIONED
Finalisation date announcement that the Scheme and
the Recommended Offer are unconditional in every
respect released on SENS Tuesday, 21 June
Finalisation date announcement that the Scheme and
the Recommended Offer are unconditional in every
respect published in the Press Wednesday, 22 June
Last day to trade in Absa Ordinary Shares on the JSE
in order to be recorded in the Register to be able to
receive the Scheme Consideration Friday, 1 July
Last day to trade in Absa Ordinary Shares on the JSE
to be eligible to participate in the Recommended Offer Friday, 1 July
Scheme Consideration Record Date Friday, 8 July
Record Date (for purposes of participating in the
Recommended Offer)at 12:00 on Friday, 8 July
Closing Date for Recommended Offer at 12:00 on Friday, 8 July
Results of the Recommended Offer released on Monday, 11 July
SENS
Scheme Operative Date Monday, 11 July
Dematerialised Scheme Participants will have their
relevant account with their CSDP or Broker debited
with the Absa Ordinary Shares disposed of pursuant
to the Scheme
Scheme Consideration Settlement Date Wednesday, 13 July
Scheme Consideration posted to Certificated Scheme
Participants (if Documents of Title are received on or
prior to the Scheme Consideration Record Date) or
deposited directly into their bank accounts should
there be an existing mandate
Dematerialised Scheme Participants will have their
relevant account with their CSDP or Broker credited
with the Scheme Consideration
Recommended Offer Consideration Settlement Date Wednesday, 13 July
Dematerialised Recommended Offer Participants will
have their relevant account with their CSDP or Broker
debited with the Absa Ordinary Shares disposed of
pursuant to the Recommended Offer
Dematerialised Recommended Offer Participants will
have their relevant account with their CSDP or Broker
credited with the Recommended Offer Consideration
Certificated Recommended Offer Participants will
have cheques issued, or any payment deposited
directly into their bank accounts should there be an
existing mandate, for the Recommended Offer
Consideration in respect of acceptances of the
Recommended Offer (if Documents of Title are
received on or prior to the Record Date) and balance
certificates will be posted
1. These salient dates and times are subject to amendments as permitted by the
Code or applicable law. Any relevant amendments will be released on SENS and
published in the Press, as appropriate.
2. Shareholders are reminded that, because the Recommended Offer is
conditional, should they accept the Recommended Offer by the Closing Date,
they will not be able to trade their Absa shares tendered from the date they
accept the Recommended Offer, unless and until the Recommended Offer lapses.
3. On account of the final dividend, Absa Ordinary Shares cannot be
dematerialised or rematerialised between Monday, 20 June 2005 and Friday, 24
June 2005, both days inclusive. On account of the Scheme and the Recommended
Offer, Absa Ordinary Shares cannot be dematerialised or rematerialised
between Monday, 4 July 2005 and Friday, 8 July 2005, both days inclusive.
4. Ordinary Shares acquired after 17 June 2005 (being the last day to trade in
order to participate in the final dividend) but on or before 1 July 2005
(being the last day to trade in order to participate in the Recommended
Acquisition)will not receive the final dividend, but will be entitled to
participate in the Recommended Acquisition.
Many of the statements included in this announcement are forward-looking
statements that involve risks and uncertainties. You can generally identify
forward-looking statements by the use of terminology such as `may`, `will`,
`expect`, `intend`, `plan`, `estimate`, `anticipate`, `believe`, or similar
phrases.
All statements, other than statements of historical facts, including, among
others, statements regarding Absa`s future financial position, business
strategy, projected levels of growth in the banking and financial markets,
projected costs, estimates of capital expenditures and plans and objectives of
management for future operation, are forward-looking statements. Absa`s and
Barclays actual future performance could differ materially from these
forward-looking statements and you are cautioned not to place undue reliance
on them.
Factors that could cause the actual results, performance or achievements of
Absa or Barclays to differ materially from those described herein include: the
ability to implement the Scheme or complete the Recommended Offer; the ability
to integrate Absa`s and Barclays businesses; costs associated with the
acquisition or integration; the inability to realise the expected synergies
from the acquisition; the inability to obtain all necessary approvals,
including regulatory approvals, for the Scheme or Recommended Offer or any
integration transactions; the economic environment of the industries in which
Absa and Barclays operate; and the political environment of the countries in
which Absa and Barclays operate. Forward-looking statements involve known and
unknown risks and uncertainties and other factors which may cause the actual
results, performance or achievements of Absa or Barclays, or the industries in
which they operate, to be materially different from any future results,
performance or achievements expressed or implied by such forward- looking
statements.
The information in this Announcement is made as of the date hereof and Absa
and Barclays have no obligation to update the information. All written and oral
forward-looking statements attributable to Absa and Barclays or persons
acting on their behalf are qualified in their entirety by these cautionary
statements.
For further information, please contact:
Absa Group Limited Barclays PLC
Investor Relations Investor Relations
Willie Roux Cathy Turner/James S Johnson
+27 (0)11 350 4061 +44 (0)20 7116 2930/2927
Media Relations Media Relations-London
Nick Cairns Leigh Bruce/Jo Thethi
+27 (0)11 350 6565 +44 (0)20 7116 6083/6217
Media Relations-Johannesburg
Liz Hooper
+27(0)11 328 3160
Johannesburg
9 May 2005
Financial advisors to Absa Financial advisors to Barclays
Goldman Sachs International JPMorgan
Merrill Lynch International Barclays Capital
Absa Corporate & Merchant Bank
Attorneys to Absa Attorneys to Barclays
Webber Wentzel Bowens Deneys Reitz Inc.
International Attorneys to Absa International Attorneys to Barclays
Linklaters Clifford Chance LLP
Independent Advisor to Absa`s
Board
N.M. Rothschild
Sponsor to Absa
Merrill Lynch
Co-sponsor to Absa
Absa Corporate & Merchant Bank
Reporting Accountants to Absa
Ernst & Young
KPMG
Date: 09/05/2005 08:12:27 AM
Produced by the JSE SENS Department
