| Thu 23 Jun 2005, 12:03 | | Absa - Notice Of Allocation Of Securities |
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Absa - Notice Of Allocation Of Securities
Absa Group Limited
(Incorporated in the Republic of South Africa)
(Registration number: 1986/003934/06)
(`Absa`)
JSE CODE: ASA
ISIN CODE: ZAE000013389
NOTICE OF ALLOCATION OF SECURITIES
1. INTRODUCTION
1.1 Absa shareholders are referred to the announcement that was released
on SENS on 28 October 2004 wherein the proposed composition of the
consortium of future members (ie shareholders) of Batho Bonke Capital
(Proprietary) Limited (`Batho Bonke`), Absa`s 10% empowerment partner,
was outlined.
1.2 Batho Bonke is the registered holder of 73 152 300 option-holding
redeemable preference shares (`redeemable preference shares`) in Absa.
Each redeemable preference share confers the option 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.
- Option period and exercise dates - The option period is the
period commencing on 2 July 2007 (being the first business day
immediately following the third anniversary of the date of issue
of the redeemable preference shares) and ending at 16:00 on 1
July 2009 (being the fifth anniversary date of issue of the
redeemable preference shares). The options attaching to the
redeemable preference shares may be exercised on 1 March, 1 June,
1 September or 1 December each year during the option period (or
if that day is not a business day, then the immediately
succeeding business day, or if that day falls within an Absa
`closed period` as defined by the Listings Requirements, then the
first business day following expiry of the relevant closed
period).
- Option strike price - The option strike price shall be determined
as follows. If the 30-day volume-weighted average trading price
on the JSE of an ordinary share on the effective date of exercise
of the option (option exercise date) is:
- less than or equal to R70,00 then the option strike price is
R48,00; or
- greater than R70,00 but less than or equal to R100,00, then the
option strike price is R48,00 plus R0,70 (70 cents) for each
complete R1,00 increment in the ordinary share price over R70,00;
or
- greater than R100,00, then the option strike price is R69,00.
2. ALLOCATION OF BATHO BONKE SECURITIES (COMPRISING ORDINARY SHARES) TO ABSA
EXECUTIVE DIRECTORS AND NON-EXECUTIVE DIRECTORS
2.1 In the announcement dated 28 October 2004, Absa confirmed that it had
identified and allocated:
- approximately 11,4% of the ordinary shares in Batho Bonke (or 8
364 894 ordinary shares) to selected historically disadvantaged
South African (`HDSA`) employee members of Absa in a managerial
capacity (as defined in the Financial Sector Charter) (including
HDSA executive directors); and
- approximately 4,3% of the ordinary shares in Batho Bonke (or 3
120 000 ordinary shares) to selected HDSA members of Absa`s
provincial, divisional and main boards (excluding HDSA executive
directors).
Each issued ordinary share in Batho Bonke represents one redeemable preference
share in Absa.
2.2 Notice is hereby given of the allocation of ordinary shares in Batho
Bonke to executive and non-executive directors of Absa and Absa Bank
Limited (`Absa Bank`), in terms of paragraphs 3.63 to 3.74 of the
Listings Requirements of the JSE Securities Exchange South Africa, on
22 June 2005.
2.3 Allocation of ordinary shares in Batho Bonke to executive directors of
Absa Bank.
2.3.1 The executive directors below have been allocated ordinary
shares in Batho Bonke which are to be held via a newly
registered non-vesting discretionary trust (Batho Bonke Absa
HDSA Employee Trust) specifically set up for this purpose.
Each beneficiary of the trust will have a participation
right, expressed as a percentage, in the trust.
Participation
right in the
Name Designation trust Nature of interest
IB Skosana Absa Bank 5,98%* Indirect non-
executive beneficial
director
NP Mageza Absa Bank 5,98%* Indirect non-
executive beneficial
director
(alternate)
* representing 500 000 Batho Bonke ordinary shares each
2.4 Allocation of ordinary shares in Batho Bonke to non-executive
directors of Absa Group.
The non-executive directors listed below have been allocated ordinary
shares in Batho Bonke which are to be held via special purpose
entities.
Number of
Batho Bonke
ordinary
shares Nature of interest
Name Designation
LN Angel Absa non-executive 2 560 328 Indirect beneficial
director
DE Baloyi Absa non-executive 100 000 Indirect beneficial
director
LW Maasdorp Absa non-executive 2 560 328 Indirect beneficial
director
PEI Swartz Absa non-executive 500 000 Indirect beneficial
director
FA Sonn Absa non-executive 500 000 Indirect beneficial
director
TMG Sexwale Absa non-executive 2 703 705 Indirect beneficial
director
Mr Sexwale`s indirect beneficial interest reduced by way of dilution as a result
of Mvelaphanda Holdings (Proprietary) Limited (`Mvelaphanda`)entering into a
merger arrangement with Rebserve Holdings Limited on 13 December 2004.
Johannesburg
23 June 2005
Lead Sponsor
Merrill Lynch South Africa (Pty) Limited
Co-Sponsor
Absa Corporate and Merchant Bank - Corporate Finance
