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Absa Group Limited - Results Of The Recommended Acquisition And Changes To The
Board Of Absa
Absa Group Limited
(Registration number 1986/003934/06)
(Incorporated in the Republic of South Africa)
JSE share code: ASA
ISIN: ZAE000067237
(`Absa`)
Barclays Bank PLC
(Registration number 1026167)
(Incorporated in England)
(`Barclays`)
RESULTS OF THE RECOMMENDED ACQUISITION AND CHANGES TO THE BOARD OF ABSA
1. Introduction
Shareholders are referred to the Finalisation Date Announcement - Recommended
Acquisition Unconditional In Every Respect released on 7 July 2005 and the
circular to shareholders dated 20 May 2005 regarding Barclays proposed
acquisition of up to 60% of the Absa ordinary shares (the `Recommended
Acquisition`) at R82.50 per share (the `Consideration`). Shareholders are
reminded that the Recommended Acquisition was 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 would acquire 32% of
each such Ordinary Shareholder`s shares (the `Scheme`); and
(ii) the partial offer by Barclays to 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. Implementation of the Scheme and settlement of the Consideration
2.1 The Scheme will be implemented with effect from Monday, 25 July
2005 (the `Scheme Operative Date`) in respect of Absa Ordinary Shares
held by Absa Ordinary Shareholders (`Scheme Participants`) registered
as such on Friday, 22 July 2005 (the `Scheme Consideration Record
Date`).
2.2 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 on the Scheme Operative Date and will have their relevant
account credited with the Consideration on Wednesday, 27 July 2005.
2.3 The Consideration will be posted to Certificated Scheme Participants or
deposited directly into their bank accounts should there be an existing mandate
(if Documents of Title have been received on or prior to the Scheme
Consideration Record Date) on Wednesday, 27 July 2005.
3. Results of Recommended Offer and settlement of the Consideration
3.1 Tenders for the Recommended Offer were received in respect of 133 152 609
Absa Ordinary Shares held by Absa Ordinary Shareholders (`Offer
Participants`) registered as such on Friday, 22 July 2005 (the `Record
Date`). This represents 19.97% of Absa`s current issued ordinary share
capital.
3.2 All valid tenders in respect of the Recommended Offer have been accepted
in full.
3.3 Dematerialised 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 and credited with
the Consideration on Wednesday, 27 July 2005.
3.4 The Consideration will be posted to Certificated Offer Participants or
deposited directly into their bank accounts should there be an existing
mandate (if Documents of Title are received on or prior to the Record Date)
on Wednesday, 27 July 2005.
4. Barclays holding in Absa
When aggregating the Absa Ordinary Shares acquired pursuant to the Recommended
Acquisition and the Absa Ordinary Shares acquired by way of
on market purchases up to Friday, 22 July 2005, Barclays holds 53.96%
of Absa`s current issued ordinary share capital.
5. Changes to the board of Absa
As a result of the successful completion of the Recommended
Acquisition, Shareholders are advised that with effect from Wednesday,
27 July 2005:
5.1 Mr Dominic Bruynseels, currently Chief Executive Officer of
Barclays Africa, will be appointed as the fourth executive director
of Absa and as an executive director on the board of Absa Bank
Limited;
5.2 Mr David L Roberts, Director of Barclays PLC and Chief Executive
of Barclays International Retail and Commercial Banking and Mr
Naguib Kheraj, Group Finance Director of Barclays PLC will be
appointed as non-executive directors of Absa and Absa Bank
Limited; and
5.3 Dr Johan van Zyl and Mr Patrice Motsepe, the Sanlam nominees to the
boards of Absa and Absa Bank Limited, and Mr Theo van Wyk, the Remgro
nominee to the boards of Absa and Absa Bank Limited, will resign as
directors of Absa and Absa Bank Limited.
All required approvals and regulatory clearances in respect of the above
have been obtained.
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
Johannesburg
25 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: 25/07/2005 09:00:56 A
Produced by the JSE SENS Department
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