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MVG/MVGP - Mvelaphanda Group - Batho Bonke consortium transaction MVELAPHANDA GROUP LIMITED (Incorporated in the Republic of South Africa) Registration number 1995/004153/06 Ordinary share code: MVG & Preference share code: MVGP Ordinary share ISIN: ZAE000060737 & Preference share ISIN: ZAE000073540 ("Mvela Group") BATHO BONKE CONSORTIUM TRANSACTION Following the announcement released by Mvela Group on 26 March 2009, shareholders are referred to the announcement released by Absa on SENS earlier today with regards to the Batho Bonke Consortium transaction. Mvela Group has 44.7% effective interest in Batho Bonke. Pertinent extracts of Absa`s announcement are set out below - "ABSA`S BLACK ECONOMIC EMPOWERMENT TRANSACTION WITH THE BATHO BONKE CONSORTIUM 1. INTRODUCTION 1.1 Shareholders are referred to Absa`s announcement on 26 March 2009 advising of the proposed partial realisation and exercise by Batho Bonke Capital (Proprietary) Limited (Batho Bonke) of its options to subscribe for 73 152 300 ordinary shares in Absa. 1.2 This was achieved on 1 June 2009 by: - a specific repurchase and cancellation by Absa of 49,9% (36 503 000) of the Absa redeemable option-holding preference shares (Redeemable Preference Shares) held by Batho Bonke; - an issue by Absa of 36 649 300 ordinary shares (Absa Ordinary Shares) arising from the exercise by Batho Bonke of 50,1% (36 649 300) of the options attaching to the Redeemable Preference Shares (Options) held by Batho Bonke; and - the provision by Absa of a three-month back-up funding facility (until 1 September 2009) for the Batho Bonke Option exercise. 2. ABSA REPURCHASE OF 36 503 000 REDEEMABLE PREFERENCE SHARES 2.1 Absa repurchased and cancelled 36 503 000 Redeemable Preference Shares and the associated Options held by Batho Bonke on 1 June 2009 at a price of R29,10 per Redeemable Preference Share amounting to an amount of R1 062,2 million, which was calculated in accordance with the formula set out in Absa`s announcement on 26 March 2009. 2.2 Batho Bonke has used the total proceeds received pursuant to the above repurchase as follows: R`millions Gross amount received 1 062.2 Exercise of part of the remaining 50,1% (36 649 300) (817.6) options referred to in paragraph 3.2 below Settlement of related funding and accrued dividends (74.1) to Sanlam Limited Transaction on-going administration costs (30.0) Balance available to be paid to Batho Bonke 140.5 shareholders subject to Batho Bonke successfully raising third-party funding to refinance the three- month back-up funding facility provided by Absa referred to in paragraph 4 below. 3. ABSA ISSUES 36 649 300 ABSA ORDINARY SHARES ARISING FROM THE EXERCISE BY BATHO BONKE OF 36 649 300 REMAINING OPTIONS 3.1 Batho Bonke exercised the remaining 36 649 300 Options at R68,30 per option (determined in accordance with article 178.1 of Absa`s articles of association) and Absa will issue the corresponding 36 649 300 Absa Ordinary Shares in terms of Absa`s articles of association on the 10th business day following the option exercise date, i.e. on 15 June 2009. 3.2 The funding for the exercise of the Options by Batho Bonke of R2 503,2 million has been provided as follows: - R817,6 million from the proceeds arising from the specific repurchase by Absa of 36 503 000 Redeemable Preference Shares; and - R1 685,6 million from Absa providing a three-month back-up funding facility as set out in Absa`s announcement on 26 March 2009. 4. BATHO BONKE THIRD-PARTY FUND RAISING Batho Bonke continues to be in productive discussions with various institutions regarding term funding of its investment in Absa shares. If Batho Bonke is successful in raising the necessary third-party funding prior to 1 September 2009, Batho Bonke will be entitled to settle the Absa-provided back-up funding facility by that date. Should Batho Bonke not redeem Absa`s funding by 1 September 2009, the economic return on the outstanding Absa funding will convert, from that date, to the full economic return on a specified number of Absa Ordinary Shares such that Absa and Batho Bonke will be placed in the same economic position had Absa repurchased that specified number of Absa Ordinary Shares under a share buy-back transaction on the funding date of 1 June 2009, and Batho Bonke applying the profit to subscribe for the balance of the Absa Ordinary Shares." Johannesburg 2 June 2009 Sponsor Deutsche Securities (SA) (Proprietary) Limited Date: 02/06/2009 13:24:42 Supplied by www.sharenet.co.za 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.
