Absa / Barclays - Waive Down And Fulfilment Of Min
Absa / Barclays - Waive Down And Fulfilment Of Minimum Acceptance Condition And
Recommended Offer Declared Unconditional As To Acceptances
Absa Group Limited
(Registration number: 1986/003934/06)
(Incorporated in the Republic of South Africa)
JSE CODE: ASA
ISIN CODE: ZAE000013389
(`Absa`)
Barclays Bank PLC
(Registration number: 1026167)
(Incorporated in England)
(`Barclays`)
WAIVE DOWN AND FULFILMENT OF MINIMUM ACCEPTANCE CONDITION AND RECOMMENDED OFFER
DECLARED UNCONDITIONAL AS TO ACCEPTANCES
1. Introduction
Shareholders are referred to the joint announcements released on 9 May 2005 and
21 June 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`). 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 an additional 28% of his or her shares (the `Recommended Offer`).
2. Waive down and fulfilment of condition and Recommended Offer declared
unconditional as to acceptances
At present Barclays holds shares and has received tenders which, when aggregated
with shares to be acquired pursuant to the Scheme, would amount to 52.2% of all
Absa Ordinary Shares. In preparation for the High Court of South Africa
(Witwatersrand Local Division) hearing to sanction the Scheme to be held on
Tuesday, 5 July 2005, Barclays has waived down the minimum acceptance level
condition to a lower percentage level (of all Absa Ordinary Shares) namely,
50.1% which has the effect of fulfilling the minimum acceptance level condition.
Accordingly Barclays declares the Recommended Offer unconditional as to
acceptances.
Johannesburg
4 July 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) Ltd
Co-sponsor to Absa
Absa Corporate & Merchant Bank
Reporting Accountants to Absa
Ernst & Young
KPMG
Date: 04/07
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