| Mon 13 Jun 2005, 17:18 | | Absa - Results Of The Scheme Meeting And The Gener |
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Absa - Results Of The Scheme Meeting And The General Meeting And Possible
Revised
Dates
Absa Group Limited
(Incorporated in the Republic of South Africa)
(Registration number: 1986/003934/06)
JSE CODE: ASA
ISIN CODE: ZAE000013389
(`Absa`)
Barclays PLC
(Registered in England)
(Registration number: 0048839)
LSE CODE: BARC
ISIN CODE: GB0031348658
RESULTS OF THE SCHEME MEETING AND THE GENERAL MEETING AND POSSIBLE REVISED DATES
INTRODUCTION
Shareholders are referred to the joint announcement released on 9 May 2005 and
the circular to shareholders dated 20 May 2005 regarding Barclays Bank PLC`s
(`Barclays`) proposed acquisition of up to 60% of the Absa ordinary shares at
R82,50 per share (the `Recommended Acquisition`).
Shareholders are reminded that the Recommended Acquisition is being effected
through two inter-conditional processes:
(i) the scheme of arrangement proposed by Barclays between Absa and the Absa
Ordinary Shareholders, excluding the Absa Group Limited Share Incentive
Scheme Trust and the Barclays Group (save to the extent that members of
that group may hold Absa Ordinary Shares on behalf of third parties),
pursuant to which Barclays will acquire 32% of each such Ordinary
Shareholder`s shares (the `Scheme`); and
(ii) the partial offer by Barclays to all Absa Ordinary Shareholders and
Preference Shareholders (together `Shareholders`) to acquire from each such
Shareholder up to an additional 28% of his or her shares (the `Recommended
Offer`).
SCHEME MEETING
At the meeting of scheme members (`scheme meeting`) held on Monday, 13 June
2005, scheme members present in person or represented by proxy holding 550 972
336 Absa Ordinary shares voted in favour of the scheme, which votes represented
99.01% of the total number of votes exercised by the scheme members present and
voting either in person or by proxy at the scheme meeting. As a result, the
scheme was approved by the requisite majority of votes of scheme members.
GENERAL MEETING
At the general meeting of Absa Shareholders held on Monday, 13 June 2005, the
ordinary resolution waiving the requirement under the Securities Regulation Code
on Takeovers and Mergers (the `SRP Code`) for Barclays to make a mandatory offer
to all Absa Shareholders for all of their Absa shares was approved by the
requisite majority of independent Shareholders (i.e. excluding Barclays) as well
as by the requisite majority of the independent Ordinary Shareholders (i.e.
excluding the Preference Shareholders).
In addition, the requisite majority of independent Shareholders approved the
ordinary resolutions appointing Messrs Dominic Bruynseels, David Roberts and
Naguib Kheraj, the Barclays nominees, to the Absa board of directors.
OUTSTANDING CONDITIONS PRECEDENT TO WHICH THE RECOMMENDED ACQUISITION IS SUBJECT
The Recommended Acquisition is still subject to the fulfilment or waiver of the
following conditions precedent:
* the Recommended Offer being declared unconditional as to acceptances, which
will occur on or before the sanctioning of the Scheme by the Court;
* all regulatory approvals to effect the Recommended Acquisition having been
granted;
* by no later than five business days prior to the scheduled Court hearing
date to sanction the Scheme, no material 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;
* 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 High Court of South Africa (the `Court`) sanctioning the Scheme; and
* the order of the Court sanctioning the Scheme being registered by the
Registrar of Companies.
POSSIBLE REVISED DATES
The Scheme is not yet unconditional as the conditions precedent remain
outstanding, in particular the condition precedent relating to the Recommended
Offer being declared unconditional as to acceptances remains outstanding. This
condition precedent requires Ordinary Shareholders to tender 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 to tender their Absa Ordinary Shares pursuant
to the undertakings which they have given in favour of Barclays.
At present Barclays holds shares and has received tenders and commitments to
tender which, when aggregated with shares to be acquired pursuant to the Scheme,
would amount to 51.0% of all Absa Ordinary Shares.
Under the current timetable there is to be a Court hearing to sanction the
Scheme on 21 June 2005. If the 56.5% acceptance condition for the Recommended
Offer has not been fulfilled by that date Absa and Barclays may seek to postpone
the Court sanction to allow for its fulfillment. Any such postponement would be
for as short a period as possible and would be subject to the Court`s
confirmation on 21 June 2005.
CHAIRMAN`S REPORT
Copies of the Chairman`s report to the Court on the scheme meeting will be
available to any Shareholder on request, free of charge, from Tuesday, 14 June
2005 during normal business hours at the office of the Absa Group Secretary, 3rd
Floor, Absa Towers East, 170 Main Street, Johannesburg, being Absa`s registered
office and at the office of the Chairman being Brait South Africa Limited, 9
Fricker Road, Illovo, Johannesburg.
FURTHER ANNOUNCEMENT
In the event that a decision is taken by Absa and Barclays to postpone the
application to Court to sanction the Scheme, an announcement of any revised
dates will be released on SENS no later than Tuesday, 21 June 2005 and published
in the press the following day. Shareholders should note that if the
application to Court to sanction the Scheme is postponed, all the subsequent
dates will be postponed accordingly.
In the event of the application to sanction the Scheme proceeding and being
granted by the Court, the Finalisation Date announcement declaring that the
Scheme and the Recommended Offer are unconditional in every respect will be
released on SENS on Tuesday, 21 June 2005 and in the press on Wednesday, 22 June
2005.
Johannesburg
13 June 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 South Africa (Pty) Limited
Co-sponsor to Absa
Absa Corporate & Merchant Bank
Reporting Accountants to Absa
Ernst & Young
KPMG
