| Thu 19 May 2005, 8:23 | | ABSA GROUP LIMITED - NOTICE OF A SCHEME MEETING |
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ABSA GROUP LIMITED - NOTICE OF A SCHEME MEETING
ABSA GROUP LIMITED
(Incorporated in the Republic of South Africa)
(Registration number 1986/003934/06)
JSE code: ASA
ISIN code: ZAE000013389
(`Absa`)
NOTICE OF A SCHEME MEETING
IN THE HIGH COURT OF SOUTH AFRICA
(Witwatersrand Local Division) Case number: 05/10107
Before the Honourable Justice M L Mailula
In the ex parte application of:
Absa Group Limited Applicant
(Incorporated in the Republic of South Africa)
(Registration number 1986/003934/06)
NOTICE IS HEREBY GIVEN THAT, in terms of an order of Court dated 17 May 2005,
the High Court of South Africa (Witwatersrand Local Division) (`Court`) has
ordered that a meeting (`scheme meeting`) in terms of section 311 of the
Companies Act, 1973 (Act 61 of 1973) as amended (`the Companies Act`) of the
members of the Applicant, registered as such at 17:00 on 9 June 2005 excluding
the Absa Group Limited Share Incentive Scheme Trust, Barclays Bank PLC
(`Barclays`), its holding company, Barclays PLC, and their subsidiaries and
associates (save insofar as any of those companies may hold ordinary shares in
Absa on behalf of third parties) (`scheme members`), be held under the
chairmanship of Mervyn Eldred King, or failing him, Mervyn Taback
(`chairman`), at PW Sceales Auditorium, Ground Floor, Absa Towers, 160 Main
Street, Johannesburg at 11:00 on 13 June 2005 (or any adjourned date as
determined by the chairman (`adjourned meeting`)) for the purpose of
considering and, if deemed fit, of approving, with or without modification, a
scheme of arrangement (`the scheme`) proposed by Barclays between the
Applicant and its ordinary shareholders excluding the Absa Group Limited Share
Incentive Scheme Trust, Barclays, its holding company, Barclays PLC, and their
subsidiaries and associates (save insofar as any of those companies may hold
ordinary shares in the Applicant on behalf of third parties) (`scheme
participants`), provided that the scheme meeting shall not be entitled to
agree to any modification of the scheme which has the effect of diminishing
the rights that are to accrue in terms thereof to scheme participants.
The implementation of the scheme is subject to fulfilment of the conditions
precedent stated therein including, but not limited to, the sanction of the
above Honourable Court.
The purpose of the scheme meeting is to consider, and if deemed fit, to agree
to the scheme. The basic characteristic of the scheme is that, upon
implementation, Barclays will become the owner of 32% of the Applicant`s
ordinary shares held by scheme participants and the scheme participants will
receive a cash consideration of R82.50 for each ordinary share in the
Applicant disposed of to Barclays pursuant to the scheme.
Copies of this notice, the form of proxy to be used at the scheme meeting or
any adjourned scheme meeting, the scheme, the explanatory statement in terms
of section 312(1) of the Companies Act explaining the scheme and the order of
Court summoning the scheme meeting, are included in the document to which this
notice is attached and form part thereof and may be inspected or obtained,
free of charge, during normal business hours, at any time prior to the scheme
meeting, at the registered office of the Applicant, being Absa Towers East,
170 Main Street, Johannesburg or at the offices of the chairman at Brait South
Africa Limited, 9 Fricker Road, Illovo Boulevard, Illovo, Johannesburg.
Scheme members who hold certificated ordinary shares in the Applicant and
scheme members who hold dematerialised ordinary shares in the Applicant
through a Central Securities Depository Participant (`CSDP`) or broker in
`own-name` registration form may attend, speak and vote in person at the
scheme meeting or any adjourned meeting, or may appoint one or more proxies
(who need not be members of the Applicant) to attend, speak and vote at the
scheme meeting in the place of such scheme members. Forms of proxy for this
purpose are included in the document which has been posted to all holders of
ordinary shares in the Applicant at their addresses as recorded in the
register of members of the Applicant at the close of business four calendar
days before the date of such posting. Properly completed forms of proxy must
be lodged with or posted to the transfer secretaries of the Applicant,
Computershare Investor Services 2004 (Proprietary) Limited, 70 Marshall
Street, Johannesburg 2001 (PO Box 61051, Marshalltown, 2107) to be received by
no later than 11:00 on 10 June 2005, or on the business day immediately
preceding any adjourned meeting, or handed to the chairman no later than 10
minutes before the scheme meeting or adjourned scheme meeting is due to
commence. Notwithstanding the aforegoing, the chairman may approve in his
discretion the use of any other form of proxy.
Scheme members who hold certificated ordinary shares in the Applicant through
a nominee and shareholders who hold dematerialised ordinary shares in the
Applicant through a CSDP or broker and not in `own-name` registration form
should timeously inform their nominees, CSDPs or brokers, as the case may be,
to issue them with the necessary authorisation to attend the scheme meeting or
should they not wish to attend the scheme meeting in person, to timeously
provide their nominees, CSDPs or brokers, as the case may be, with their
voting instructions in order for their votes to be represented at the scheme
meeting.
Where there are joint holders of the Applicant`s ordinary shares, any one of
such persons may vote at the scheme meeting in respect of such ordinary shares
as if such joint holder was solely entitled thereto, but if more than one such
joint holders be present or represented at the scheme meeting, that one of the
said persons whose name appears first in the Applicant`s share register or
their proxy, as the case may be, will alone be entitled to vote in respect
thereof.
In terms of the aforementioned order of Court, the chairman must report the
results of the scheme meeting to the above Honourable Court on 21 June 2005 at
10:00 or so soon thereafter as counsel may be heard. A copy of the chairman`s
report to the Court will be available on request to any scheme member, free of
charge, at the registered office of the Applicant and at the offices of the
chairman at Brait South Africa Limited, 9 Fricker Road, Illovo Boulevard,
Illovo, Johannesburg, during normal business hours at least seven calendar
days prior to the date fixed by the Court for the chairman to report back to
it.
Mervyn Eldred King
Chairman of the scheme meeting
WEBBER WENTZEL BOWENS
Attorneys for Applicant
10 Fricker Road
Illovo Boulevard
Illovo
Johannesburg, 2196
(PO Box 61771, Marshalltown, 2107)
Ref: B Cleaver/M Fleischer
Date: 19/05/2005 08:01:12 AM
Produced by the JSE SENS Department
