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Absa Bank - Posting Of Circular To Preference Shareholders And Notice Of Meeting Of The Preference Shareholders
ABSA BANK LIMITED
Incorporated in the Republic of South Africa
(Registration Number: 1986/004794/06)
ISIN: ZAE000079810
JSE Share Code: ABSP
("Absa Bank" or "the Company")
POSTING OF CIRCULAR TO PREFERENCE SHAREHOLDERS AND NOTICE OF MEETING OF THE PREFERENCE SHAREHOLDERS
RELATING TO TWO SEPARATE BUT CONCURRENT OFFERS BY ABSA BANK TO REPURCHASE ALL, OR ALTERNATIVELY A PORTION OF,
THE PREFERENCE SHARES IN ABSA BANK BY WAY OF EITHER A SCHEME OF ARRANGEMENT OR A STANDBY OFFER
Unless otherwise defined in this announcement, words and expressions contained herein shall have the
same meanings as assigned to them in the FIA and Circular referred to below.
1. INTRODUCTION
Preference Shareholders are referred to the firm intention announcement released on the Stock
Exchange News Service ("SENS") on Thursday, 17 April 2025 ("FIA") wherein Preference
Shareholders were advised of the Board's resolution to repurchase all, or alternatively a portion
of, the non-redeemable, non-cumulative, non-participating preference shares of Absa Bank
("Preference Shares") by way of two separate, but concurrent offers (being the Proposed
Transaction), comprising:
(a) an offer to all Preference Shareholders to repurchase all their Preference Shares for a cash
consideration of ZAR 930.00 (93,000 cents) per Scheme Share, in accordance with the
provisions of sections 114(1), read with section 115(2)(a), of the Companies Act, by way
of a scheme of arrangement between Absa Bank and the Preference Shareholders (the
"Scheme"); and
(b) separate to the Scheme, but concurrently with it, and subject to the Scheme not becoming
operative, a general offer by Absa Bank (the "Standby Offer") to Preference
Shareholders to repurchase all or, if only certain of the Preference Shareholders accept
the Standby Offer, a portion of their Preference Shares for a cash consideration of
ZAR 930.00 (93,000 cents) per Standby Offer Share.
The Scheme and the Standby Offer are proposed concurrently on the basis that the
implementation of the Standby Offer will be conditional on, inter alia, the Scheme not becoming
unconditional and operative. In this regard, if the Scheme becomes unconditional and operative,
the Standby Offer will lapse. Alternatively, if the Scheme does not become unconditional and
operative and the Standby Offer becomes wholly unconditional, the Standby Offer will become
effective.
2. CIRCULAR AND NOTICE OF SCHEME MEETING
Preference Shareholders are advised that a circular ("Circular") setting out the complete details
relating to the Proposed Transaction, including but not limited to the Independent Expert's
Report, the recommendations of the Independent Board, the salient dates and times relating to
the Scheme and the Standby Offer and the necessary forms in order to effect the Scheme and the
Standby Offer, has been published on Absa Bank's website (https://www.absa.africa/investor-
relations/jse-regulatory-announcements/) and was distributed today to the Preference
Shareholders recorded in Absa Bank's securities register on Thursday, 17 April 2025.
The Circular includes a notice convening a meeting of the Preference Shareholders whereat the
Preference Shareholders will be requested to vote on a special resolution to approve and
implement the Scheme (the "Scheme Meeting"). The Scheme Meeting will be held entirely by
way of electronic communication at 08h30 on Tuesday, 3 June 2025.
As noted in the FIA, the Scheme and the Standby Offer are each subject to the fulfilment or
waiver (as the case may be) of certain suspensive conditions, including, inter alia, all necessary
Preference Shareholder approvals and/or resolutions as may be necessary to give effect to the
Scheme.
3. IMPORTANT DATES AND TIMES
The salient dates and times pertaining to the Scheme Meeting and the Standby Offer are set out
below and are also contained in the Circular:
2025
Posting of the Circular and the Notice of Friday, 2 May
the Scheme Meeting on
Announcement confirming the Friday, 2 May
publication of the Circular on Absa
Bank's website and the Notice of the
Scheme Meeting, published on SENS on
The Standby Offer Opening Date Monday, 5 May
Last day to trade Preference Shares in Tuesday, 20 May
order for Preference Shareholders to be
recorded in the Register on the Meeting
Record Date
Meeting Record Date to be eligible to Friday, 23 May
vote at the Scheme Meeting
Reminder to be issued to Preference Tuesday, 27 May
Shareholders to register for electronic
participation
For administrative purposes only, last Monday, 2 June
day and time to lodge Forms of Proxy
(blue) with the Transfer Secretaries by
08h30 on
2025
Last day for any Preference Shareholder Tuesday, 3 June
to deliver written notice to Absa Bank
objecting to the Scheme Resolution in
accordance with section 164(3) of the
Companies Act, which must be before
the Scheme Resolution is to be voted on
at the Scheme Meeting on
Scheme Meeting to be held entirely by Tuesday, 3 June
way of electronic communication at
08h30 on
Results of the Scheme Meeting Tuesday, 3 June
published on SENS on
Last date for Preference Shareholders Tuesday, 10 June
who voted against the Scheme
Resolution to require Absa Bank to seek
Court approval for the implementation
of the Scheme Resolution in terms of
section 115(3)(a) of the Companies Act,
if the requisite special resolution in
terms of section 115(2)(a) of the
Companies Act was opposed by at least
15% of the voting rights that were
exercised
Last date for Preference Shareholders Wednesday, 18 June
who voted against the Scheme
Resolution to be granted leave by a
Court to apply for a review of the
Scheme Resolution in terms of section
115(3)(b) of the Companies Act
Last date for Absa Bank to give notice of Wednesday, 18 June
adoption of the Scheme Resolution in
terms of section 164(4) of the
Companies Act to the Preference
Shareholders who delivered written
notices to Absa Bank objecting to the
Scheme Resolution in accordance with
section 164 of the Companies Act and
have neither withdrawn that notice nor
voted in support of the Scheme
Resolution.
If the Scheme Resolution is duly approved by Preference Shareholders at the Scheme Meeting and all other
Scheme Conditions Precedent are fulfilled (or waived, where such conditions are capable of waiver):
TRP compliance certificate anticipated Thursday, 19 June
to be delivered in terms of section
121(b)(i) of the Companies Act
2025
Scheme Finalisation Date announcement Thursday, 19 June
expected to be published on SENS on
Scheme Finalisation Date announcement Friday, 20 June
published in the South African press on
Expected Scheme last day to trade Tuesday, 1 July
Preference Shares in order for
Preference Shareholders to be recorded
in the Register on the Scheme Record
Date to receive the Scheme Consideration on
Expected suspension of listing of Wednesday, 2 July
Preference Shares from the Main Board
of the JSE at commencement of trading
on
Last day to deliver Form of Surrender Friday, 4 July
(pink) in respect of the Scheme and
Documents of Title (in order to receive
the Scheme Consideration on the
Scheme Operative Date) to be received
by the Transfer Secretaries, which is
expected to be by 12h00 on
Expected Scheme Record Date, being Friday, 4 July
the date and time on which Preference
Shareholders must be recorded in the
Register to receive the Scheme
Consideration, which is expected to be
by 17h00 on
Expected Scheme Operative Date on Monday, 7 July
Dematerialised Scheme Participants Monday, 7 July
expected to have their accounts (held at
their CSDP or Broker) debited with the
Scheme Shares and credited with the
Scheme Consideration on
Expected date of settlement of the Monday, 7 July
Scheme Consideration to be paid
electronically to Certificated Scheme
Participants (if the Form of Surrender
(pink) in respect of the Scheme and
Documents of Title are received by the
Transfer Secretaries by 12h00 on the
Scheme Record Date) on
2025
Expected termination of listing of the Tuesday, 8 July
Preference Shares on the Main Board of
the JSE at the commencement of trade
on
If the Scheme Conditions Precedent are not fulfilled (or waived, where such conditions are capable of waiver)
and the Scheme does not become operative, and the Standby Offer Condition Precedent is fulfilled:
The Standby Offer is declared unconditional Thursday, 19 June
The Standby Offer Finalisation Date Thursday, 19 June
announcement is expected to be
published on SENS on
The Standby Offer Finalisation Date Friday, 20 June
announcement expected to be published
in the South African press on
Expected Standby Offer last day to trade Tuesday, 1 July
Preference Shares in order for Eligible
Preference Shareholders to be recorded
in the Register on the Standby Offer
Record Date to accept the Standby Offer
and thereby receive the Standby Offer
Consideration
Expected suspension of listing of those Wednesday, 2 July
Preference Shares repurchased in terms
of the Standby Offer at commencement
of trading on
Expected Standby Offer Record Date to Friday, 4 July
determine who is eligible to participate
in the Standby Offer and thereby receive
the Standby Offer Consideration
Expected Standby Offer Closing Date at Friday, 4 July
12h00 on
Results of the Standby Offer published Monday, 7 July
on SENS on
Expected last date of settlement of the Monday, 7 July
Standby Offer Consideration to be paid
electronically to Certificated Standby
Offer Participants who accepted the
Standby Offer (if the Form of
Acceptance and Surrender (yellow) in
respect of the Standby Offer and
Documents of Title are received by the
Transfer Secretaries on or before 12h00
on the Standby Offer Closing Date)
2025
Expected last date on which Monday, 7 July
Dematerialised Standby Offer
Participants are expected to have their
accounts held at their Broker or CSDP
debited with the Standby Offer Shares
and credited with the Standby Offer
Consideration on
Expected termination of listing of those Tuesday, 8 July
Preference Shares repurchased in terms
of the Standby Offer on the Main Board
of the JSE at the commencement of trade
on
Notes:
1. All dates and times above and quoted generally in the Circular are South African dates and times, unless otherwise
stated.
2. These dates and times are subject to amendment by Absa Bank (and, to the extent necessary, with the approval of the
JSE, the TRP and other regulatory authorities). The dates have been determined based on certain assumptions
regarding the date by which Preference Shareholder and regulatory approvals will be obtained and that no court
approval or review of the Scheme Resolution will be required. Any such amendment of the dates and times will be
released on SENS and published in the South African press.
3. Preference Shareholders should note that as transactions in Preference Shares are settled in the electronic settlement
system used by Strate, settlement of trades takes place 3 Business Days after such trade. Therefore, Preference
Shareholders who acquire Preference Shares after close of trade on Tuesday, 20 May 2025 will not be eligible to
participate and vote at the Scheme Meeting.
4. For the purpose of being eligible to participate in the Scheme, no dematerialisation or re-materialisation of Preference
Shares may take place after the last day to trade Preference Shares for the Scheme. For the purpose of being eligible
to participate in the Standby Offer, no dematerialisation or re-materialisation of Preference Shares may take place from
the date the Preference Shares trade "ex" the right to participate in the Standby Offer to the Standby Offer Record
Date, both days inclusive.
5. If the Scheme Meeting is adjourned or postponed, the above dates and times will change, but the applicable Form of
Proxy (blue) submitted for the Scheme Meeting will remain valid in respect of any postponement prior to convening,
adjournment or postponement of the Scheme Meeting.
6. Any Form of Proxy (blue) not delivered to the Transfer Secretaries by the date and time stipulated herein may be sent
by email to the Transfer Secretaries before such Preference Shareholder's voting rights are exercised at the Scheme
Meeting (or any adjournment or postponement thereof).
7. The date of payment of the Standby Offer Consideration will take place within six Business Days of the later of the
Standby Offer being declared wholly unconditional and acceptance of the Standby Offer by the Preference Shareholder
who validly accepts the Standby Offer.
4. RESPONSIBILITY STATEMENT
The Independent Board and the Board, individually and collectively, accept full responsibility for the accuracy of the
information contained in this announcement which relates to Absa Bank, the Scheme and the Standby Offer, and certify that,
to the best of their knowledge and belief, such information is true, and that this announcement does not omit any facts
that would make any of the information false or misleading or would be likely to affect the importance of any information
contained in this announcement. The Independent Board and the Board have made all reasonable enquiries to ascertain that no
facts have been omitted and that this announcement contains all information required by law.
Johannesburg
2 May 2025
Enquiries:
Nadine Drutman (Company Secretary)
Nadine.Drutman@absa.africa
Tel: 011 350 5347
INVESTMENT BANK, CORPORATE ADVISOR AND SPONSOR
Absa Bank Limited
INDEPENDENT TRANSACTION SPONSOR
J.P. Morgan Equities South Africa Proprietary Limited
LEGAL ADVISOR
White and Case Inc.
INDEPENDENT EXPERT
BDO Corporate Finance Proprietary Limited
TRANSFER SECRETARY
Computershare Investor Services Proprietary Limited
7
Date: 02-05-2025 09:33:00
Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE').
The JSE does not, whether expressly, tacitly or implicitly, represent, warrant or in any way guarantee the truth, accuracy or completeness of
the information published on SENS. The JSE, their officers, employees and agents accept no liability for (or in respect of) any direct,
indirect, incidental or consequential loss or damage of any kind or nature, howsoever arising, from the use of SENS or the use of, or reliance on,
information disseminated through SENS.
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