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ABSA shareholding structure

Release Date: 20/08/2002 13:11
Code(s): ASA SGG SLM REM
Wrap Text

ABSA shareholding structure Mines Employees Sentinel Mining Sage Group Limited Pension Fund Industry Retirement Incorporated in the ("MEPF") Fund Republic of South ("Sentinel") Africa Registration number: 1970/010541/06 Share code: SGG
ISIN: ZAE000006623 ("Sage") ABSA Group Limited Sanlam Limited Remgro Limited Incorporated in the Incorporated in the Incorporated in the Republic of South Republic of South Republic of South Africa Africa Africa Registration number: Registration number: Registration number: 1986/003934/06 1959/001562/06 1968/006415/06 Share code: ASA Share code: SLM Share code: REM ISIN: ZAE000013389 ISIN: ZAE000028262 ISIN: ZAE000026480 ("ABSA") ("Sanlam") ("Remgro") ABSA SHAREHOLDING STRUCTURE MEPF and Sentinel (collectively, the "MPFs"), Sage and Financial Securities Limited ("FSL"), a wholly owned subsidiary of Remgro (collectively, the "Universa shareholders") and Sanlam wish to announce that they have restructured the agreements between them in respect of their interests in ABSA. The existing shareholders` agreements, which have been in place since the creation of ABSA in 1991, have been revised in order to create more flexibility and liquidity in the ABSA shareholding structure. THE NEW STRUCTURE The Universa shareholders collectively own approximately 23% of ABSA`s issued shares, approximately 66% of which are held indirectly through Universa (Proprietary) Limited ("Universa"). Sanlam, in its shareholder and policyholder funds, owns an approximately similar number of ABSA shares. The existing shareholders` agreements between the Universa shareholders and with Sanlam encompass substantially all of the direct and indirect ABSA holdings of the Universa shareholders and Sanlam. The Universa shareholders intend to unbundle the entire shareholding of Universa in ABSA, resulting in their holding ABSA shares directly, and have entered into an agreement to facilitate this unbundling. In addition, FSL, the MPFs and Sanlam have signed a new ABSA shareholders` agreement. This new agreement retains a shareholding pool covering approximately 36% of ABSA`s issued shares, which ABSA shares will be subject to pre-emptive rights. The ABSA shares which comprise the new shareholding pool will be contributed as to 55% thereof by Sanlam and as to 22.5% thereof by each of the MPFs and FSL. Provision is also made for the orderly marketing on the JSE Securities Exchange South Africa of any ABSA shares (whether in the pool or not) which any of them may decide to sell. Other than limited obligations relating to board representation, the new shareholders` agreement contains no restrictions on the voting rights of the parties. The shareholders, together with ABSA, have concluded that a reduction of the current ABSA shareholding pool from 46% to 36% of ABSA`s issued share capital retains an appropriate shareholding structure for ABSA at this time. Sage has elected to withdraw from the existing ABSA shareholders` agreement and will not participate in the new ABSA shareholding pool. Instead, it has opted for the absolute flexibility and liquidity which it considers desirable for its ongoing direct shareholder and policyholder investments in ABSA shares. Sage anticipates maintaining the excellent business relationship it has built up with ABSA over the last decade independently of its ABSA shareholding. In its turn, ABSA continues to be a substantial shareholder in Sage and is represented on its board. Johannesburg 20 August 2002 Legal adviser to Financial adviser Legal adviser Legal adviser to the MPFs to the MPFs to Sage Remgro Rabin, van den Deutsche Bank Werksmans Hofmeyer, Berg & Pelkowitz Herbstein and Gihwala Inc Lead Sponsor to Sponsor to Sage Sponsor to Sponsor to ABSA Remgro Sanlam ABSA Corporate &
Merrill Lynch Merchant Bank Rand Merchant JP Morgan South Africa Bank (Pty) Ltd Joint Sponsor to ABSA ABSA Corporate & Merchant Bank Date: 20/08/2002 01:10:00 PM Supplied by www.sharenet.co.za Produced by the JSE SENS Department

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