| Tue 21 Jun 2005, 11:56 | | Absa/Barclays - Scheme And Recommended Offer Not Y |
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Absa/Barclays - Scheme And Recommended Offer Not Yet Unconditional And Revised
Salient Dates
Absa Group Limited
(Incorporated in the Republic of South Africa)
(Registration number: 1986/003934/06)
JSE CODE: ASA
ISIN CODE: ZAE000013389
(`Absa`)
Barclays Bank PLC
(Registered in England)
(Registration number: 1026167)
(`Barclays`)
SCHEME AND RECOMMENDED OFFER NOT YET UNCONDITIONAL AND REVISED SALIENT 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 proposed
acquisition of up to 60% of the Absa ordinary shares at R82,50 per share (the
`Recommended Acquisition`), as well as to the joint announcement released on 13
June 2005 reporting on the results of the Scheme meeting and general meeting of
Absa shareholders held in respect of 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`).
OUTSTANDING CONDITIONS PRECEDENT TO WHICH THE RECOMMENDED ACQUISITION IS SUBJECT
The Recommended Acquisition is still subject to the fulfillment 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;
- 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.
The condition precedent relating to the Recommended Offer being declared
unconditional as to acceptances 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 51.1% of all Absa Ordinary Shares.
SCHEDULED COURT HEARING TO SANCTION THE SCHEME
The Scheme is not yet unconditional as some of the conditions precedent remain
outstanding, including the condition precedent relating to the Recommended Offer
being declared unconditional as to acceptances. Accordingly, the offer period
will be extended for a period of two weeks. Absa and Barclays have therefore
agreed to postpone the application to Court to sanction the Scheme.
At the Court hearing to sanction the Scheme on 21 June 2005, Absa applied for
and was granted a two week postponement. The Court hearing to sanction the
Scheme will now be on 5 July 2005.
REVISED SALIENT DATES
The Salient Dates relating to the Recommended Acquisition previously announced
were indicative and, by reason of the two week postponement of the Court hearing
to sanction the Scheme, will be revised as set out below.
2005
Dividend Record Date Friday, 24 June
Payment of final dividend Monday, 27 June
Court hearing to sanction the Scheme at
10:00 (or as soon after that as counsel
may be heard) Tuesday, 5 July
IF THE SCHEME IS SANCTIONED
Finalisation date announcement that the
Scheme and the Recommended Offer are
unconditional in every respect released
on the Securities Exchange News service (`SENS`) Tuesday, 5 July
Finalisation date announcement that the
Scheme and the Recommended Offer are
unconditional in every respect published
in the South African Press Wednesday, 6 July
Last day to trade in Absa Ordinary Shares
on the JSE Securities Exchange South Africa
(the `JSE`) in order to be recorded in the
Register to be able to receive the Scheme
Consideration Friday, 15 July
Last day to trade in Absa Ordinary Shares
on the JSE to be eligible to participate in
the Recommended Offer Friday, 15 July
Scheme Consideration Record Date Friday, 22 July
Record Date (for purposes of participating
in the Recommended Offer) Friday, 22 July
Closing Date of the Recommended Offer at 12:00 on Friday, 22 July
Results of the Recommended Offer released on SENS Monday, 25 July
Scheme Operative Date Monday, 25 July
Dematerialised Scheme Participants will have
their relevant account with their Central
Securities Depository Participant (`CSDP`)
or Broker debited with the Absa Ordinary Shares
disposed of pursuant to the Scheme
Scheme Consideration Settlement Date Wednesday, 27 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, 27 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
Notes:
1. These salient dates and times are subject to amendments as permitted by the
SRP Code or applicable law. Any relevant amendments will be released on
SENS and published in the South African Press, as appropriate.
2. Shareholders are reminded that, because the Recommended Offer is
conditional, should they accept the Recommended Offer on or before the
Closing Date, they will not be able to trade any of their Absa shares from
the date they accept the Recommended Offer, unless and until the
Recommended Offer closes or lapses.
3. On account of the Scheme and the Recommended Offer, Absa Ordinary Shares
cannot be dematerialised or rematerialised between Monday, 18 July 2005 and
Friday, 22 July 2005, both days inclusive.
CHAIRMAN`S REPORT
Shareholders are reminded that copies of the Chairman`s report to the Court on
the scheme meeting will still be available to any Shareholder on request, free
of charge, until Monday, 4 July 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
The Finalisation Date announcement declaring that the Scheme and the Recommended
Offer are unconditional in every respect is expected, in terms of the above
revised timetable, to be released on SENS on 5 July 2005 and in the South
African press on 6 July 2005.
Johannesburg
21 June 2005
For further information, please contact:
Absa Group Limited Barclays PLC
Investor Relations Investor Relations
Willie Roux MarkMerson/James Johnson
+27 (0) 11 350 4061 +44 (0) 20 7116 5752/2927
Media Relations Media Relations - London
Nick Cairns Chris Tucker
+27 (0) 11 350 6565 +44 (0) 20 7116 6223
Media Relations - Johannesburg
Liz Hooper
+27 (0) 11 328 3160
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) Ltd
Co-sponsor to Absa
Absa Corporate & Merchant Bank
Reporting Accountants to Absa
Ernst & Young
KPMG
Date: 21/06/2005 12:00:10 PM
Produced by the JSE SENS Department
