| Thu 7 Jul 2005, 13:23 | | Finalisation Date Announcement |
|
Absa / Barclays - Finalisation Date Announcement
Absa Group Limited
(Registration number 1986/003934/06)
(Incorporated in the Republic of South Africa)
JSE share code: ASA
ISIN: ZAE000013389
(`Absa`)
Barclays Bank PLC
(Registration number 1026167)
(Incorporated in England)
(`Barclays`)
FINALISATION DATE ANNOUNCEMENT
1. Introduction
Shareholders are referred to the joint announcements released on 9 May 2005
and 21 June 2005, the SENS announcements released on 4 July, 5 July and
6 July 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`).
Shareholders of Absa are advised that:
* at the meeting held on Monday, 13 June 2005, the requisite majority of
Absa Ordinary Shareholders approved the Scheme;
* the Recommended Offer was declared unconditional as to acceptances
on Monday, 4 July 2005;
* the Scheme was sanctioned by the High Court of South Africa
(Witwatersrand Local Division) (the `Court`) on Thursday,
7 July 2005; and
* a copy of the Order of Court sanctioning the Scheme will be lodged with
the Registrar of Companies for registration, and is expected to be
registered by no later than Friday, 8 July 2005.
2. Fulfilment of conditions
On registration of the Order of Court by the Registrar of Companies, the last
of the conditions precedent will have been fulfilled and the Recommended
Acquisition will be unconditional in every respect.
3. Reminder of remaining salient dates
2005
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
Absa Ordinary Shares commence trading `ex` the Scheme
(Note 3) Monday, 18 July
Absa Shares commence trading `ex` the Recommended Offer Monday, 18 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
Results of the Recommended Offer published in the press Tuesday, 26 July
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. Shareholders are reminded that, 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.
2. On account of the Scheme and the Recommended Offer, Absa Ordinary Shares
with the current ISIN number cannot be dematerialised or rematerialised
after Friday, 15 July 2005.
3. Absa Ordinary Shares commence trading under a new ISIN number on Monday,
18 July 2005. The new ISIN number is ZAE000067237.
For further information, please contact:
Absa Group Limited Barclays PLC
Investor Relations Investor Relations
Willie Roux Mark Merson/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
Johannesburg
7 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
