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Proposed Strategic Combination Of Barclays African operations with ABSA Group Limited and withdrawal of cautionary
ABSA GROUP LIMITED
(Incorporated in the Republic of South Africa)
(Registration number: 1986/003934/06)
ISIN: ZAE000067237
JSE share code: ASA
Issuer code: AMAGB
(“Absa” or “Absa Group”)
ABSA BANK LIMITED
(Incorporated in the Republic of South Africa)
(Registration number: 1986/004794/06)
ISIN: ZAE000079810
JSE share code: ABSP
(“Absa Bank”)
Barclays Bank PLC Barclays PLC
(Registered in England) (Registered in England)
(Registration number: 1026167) (Registration number: 0048839)
(“Barclays”) LSE CODE: BARC
ISIN CODE: GB0031348658
DETAILED ANNOUNCEMENT IN RELATION TO THE PROPOSED STRATEGIC COMBINATION
OF BARCLAYS AFRICAN OPERATIONS WITH ABSA GROUP LIMITED, THE PROPOSED
CHANGE OF NAME OF “ABSA GROUP LIMITED” TO “BARCLAYS AFRICA GROUP LIMITED” AND
WITHDRAWAL OF CAUTIONARY ANNOUNCEMENT
Key features of the proposed transaction combining the Barclays African operations with Absa Group
Limited (“Absa Group”):
• Combination of the majority of Barclays African operations with Absa Group, in line with our
"One Bank in Africa" strategy
• An important step in realising our shared goal of becoming the “Go-To” bank in Africa.
Unlocks access to sub-Saharan African growth for Absa Group shareholders through a well-
established, leading African banking franchise operating across eight African countries
• Scope of the proposed transaction includes Barclays interests in Botswana, Ghana, Kenya,
Mauritius, Seychelles, Tanzania, Uganda and Zambia and the Barclays Africa Regional Office
in South Africa
• Absa Group to issue 129,540,636 ordinary shares to Barclays representing a value of R18.3
billion for Barclays interests in its African operations. Barclays stake in Absa Group to
increase to 62.3% from 55.5%
• Absa Group will be renamed "Barclays Africa Group Limited" to reflect its greater portfolio of
African business
• It is Barclays intention that Barclays Africa Group Limited will be the platform for the
management and growth of its business in Africa
• Requires Absa Group shareholders, excluding Barclays, to approve the proposed transaction
by ordinary resolution
• Independent directors of the board of Absa Group have unanimously approved the proposed
transaction and a fairness opinion has been obtained
1. INTRODUCTION
The boards of directors of Absa Group and Barclays are pleased to announce their
agreement to combine the majority of Barclays African operations with Absa Group. The
proposed transaction will be effected by way of an acquisition by Absa Group of Barclays
Africa Limited, the holding company of the Barclays Africa Portfolio (defined below), for a
consideration of 129,540,636 Absa Group ordinary shares, representing a value of R18.3
billion (the “Proposed Transaction”). As a result, Barclays stake in Absa Group will increase
from 55.5% to 62.3%.
Under the Proposed Transaction, Absa Group will acquire 100% of the Barclays Africa
Limited shares in issue. Barclays Africa Limited holds, or will, as at the effective date of the
Proposed Transaction hold, all or a significant majority of the Barclays Africa Portfolio, which
comprises Barclays ownership interests in banking operations in Botswana (67.8%), Ghana
(100%), Kenya (68.5%), Mauritius (100%), Seychelles (99.8%), Tanzania (100%), Uganda
(100%) and Zambia (100%) (the “Barclays Africa Portfolio”) as well as the Barclays Africa
Regional Office (100%) (“BARO”).
The listings of Barclays Bank Kenya Limited (on the Nairobi Securities Exchange) and
Barclays Bank Botswana Limited (on the Botswana Stock Exchange) will continue to be
maintained as only the shares held by Barclays in those entities will be transferred in the
Proposed Transaction. The Proposed Transaction will not impact the number of shares held
by the minorities in Barclays Bank Kenya Limited and Barclays Bank Botswana Limited.
Absa Group will continue to own 100% of Absa Bank Limited, 95.8% of Barclays Bank of
Mozambique, and 55% of the National Bank of Commerce in Tanzania. The scope of the
Proposed Transaction excludes Barclays operations in Egypt and Zimbabwe.
To reflect the enlarged portfolio and pan-African focus of the business, it is intended that
“Absa Group Limited” will be renamed “Barclays Africa Group Limited” and the composition of
the board of directors of Absa Group will be reconstituted accordingly.
The Proposed Transaction is expected to be completed in the first half of 2013, subject to
fulfilment of the conditions precedent (set out below).
2. STRATEGIC RATIONALE
The Proposed Transaction represents a unique opportunity to further Absa Group’s strategic
ambitions in the rest of Africa by combining its operations with a leading sub-Saharan African
franchise operating across eight countries. This will accelerate Barclays and Absa Group’s
“One Bank in Africa” strategy, for the benefit of shareholders, customers, colleagues and
communities. The Proposed Transaction will diversify Absa Group’s earnings geographically.
Investors will gain exposure to several attractive countries, where high forecast GDP growth
and under-penetrated credit, capital and insurance markets should produce strong growth in
their banking-related revenue pools. The combined operations will also be able to leverage an
integrated operating model across the continent, while enhancing collaboration on product
innovation.
The Proposed Transaction is an important step in realising the shared goal to become the
“Go-To” bank in Africa by making customers' lives much easier and is significant in aligning
the integrated operating model across sub-Saharan Africa. It will accelerate plans to expand
corporate banking, market activities and bancassurance in Africa. It is also expected to
provide benefits to the individual Barclays African operations through leveraging strong
product capabilities across expanded operations and is expected to facilitate the sharing of
expertise between, and further development of skills within, the Barclays Africa Portfolio.
In 2011, Barclays and Absa Group commenced operational integration of Absa Group and the
Barclays Africa operations, which included relocating the Dubai regional office of Barclays to
Johannesburg and aligning the management structure. The consolidated ownership structure
is expected to align the oversight and strategic direction of the African businesses and
facilitate the pursuit of a common strategy for growth and expansion.
Following the Proposed Transaction, investors will have a liquid entry point into a leading sub-
Saharan African financial group.
3. OVERVIEW OF BARCLAYS AFRICA PORTFOLIO
The Barclays Africa Portfolio is a leading sub-Saharan African franchise which has over 400
branches and 840 ATMs, as well as mobile phone and internet banking platforms. It employs
approximately 9,100 employees.
This footprint spans a diverse set of African countries that have exhibited strong growth in the
past decade, supported by economic reforms. Africa, which remains under-banked relative to
developed and many emerging markets, represents a significant opportunity for which the
Barclays Africa Portfolio is well-positioned.
Each business within the Barclays Africa Portfolio is led by an experienced in country
management team and board of directors. In addition, the regional team in Johannesburg
(within BARO) provides management oversight and functional expertise.
The Barclays Africa Portfolio and BARO, generated attributable net profit after tax of R912
million for the six months to 30 June 2012 (calculated based on an aggregation of the
Barclays Africa Portfolio and BARO) (R1,544 million for the 12 months to 31 December 2011),
with returns on average equity of 22.3% for the six months to 30 June 2012 (20.5% for the 12
months to 31 December 2011). Revenues of the Barclays Africa Portfolio for the six months to
30 June 2012 were R3,874 million (R6,845 million for the 12 months to 31 December 2011).
As at 30 June 2012, the Barclays Africa Portfolio had total assets, net customer loans and
customer deposits of R81.6 billion, R38.3 billion and R60.5 billion, respectively (R82.4 billion,
R38.2 billion and R61.9 billion for total assets, net customer loans and customer deposits
respectively as at 31 December 2011).
The Barclays Africa Portfolio is strongly capitalised and will have capital well in excess of
minimum in country requirements. The total level of capitalisation of the Barclays Africa
Portfolio will be sufficient to comply with the capital requirements of the South African
Reserve Bank (“SARB”). The Barclays Africa Portfolio operates within a sound control
environment that is very familiar to Absa Group, as part of the Barclays group.
4. TERMS OF THE PROPOSED TRANSACTION
The Proposed Transaction will be implemented in accordance with all applicable
requirements of the Companies Act, 71 of 2008 as amended (“Companies Act”), the Banks
Act, 94 of 1990, as amended (the "Banks Act"), and the JSE Listings Requirements.
The SARB will continue to regulate Absa Group (to be renamed "Barclays Africa Group
Limited") as a bank controlling company after the Proposed Transaction. Individual
businesses within the combined business will continue to be regulated by the relevant country
regulatory authorities, while Barclays will continue to be subject to the regulatory authorities of
the United Kingdom.
i) Overview and Consideration of the Proposed Transaction
The Proposed Transaction will be effected by (i) transferring Barclays ownership
interests in the various companies comprising the Barclays Africa Portfolio as well as
BARO (the “Target Companies”), to Barclays Africa Limited and (ii) Absa Group
acquiring 100% of the issued shares in Barclays Africa Limited in consideration for the
issue of Absa Group ordinary shares to Barclays (through its wholly-owned subsidiary,
Barclays Africa Group Holdings Limited).
The parties have agreed to issue 129,540,636 ordinary shares in the issued share
capital of Absa Group (“Consideration Shares”) to Barclays for 100% of the issued
shares in Barclays Africa Limited. This implies a value of R18.3 billion for Barclays Africa
Limited and increases Barclays ownership of Absa Group from 55.5% to 62.3%.
It is a condition precedent to the Proposed Transaction that at least the Target
Companies in Botswana, Ghana, Kenya and Mauritius – which account for
approximately 80% of the Barclays Africa Portfolio based on total assets – and BARO
(the "First Closing Target Companies") are transferred to Barclays Africa Limited. The
shares in Barclays Africa Limited will be transferred to Absa Group after all the
conditions precedent relating to the transfer of the First Closing Target Companies into
Barclays Africa Limited are fulfilled (or waived, if applicable) (the "First Closing Date").
The First Closing Long Stop Date is 6 June 2013 (or such later date as the parties may
agree, provided that either Absa Group or Barclays may extend such date in order to
obtain any outstanding regulatory approval, such extension not being longer than 90
days) (the “First Closing Long Stop Date”).
On the First Closing Date, Absa Group will issue:
- to Barclays (or its wholly-owned subsidiary, Barclays Africa Group Holdings Limited)
such number of Consideration Shares as is equivalent to the value of the Target
Companies that have been transferred into Barclays Africa Limited, together with an
adjustment payment equal to an amount of gross dividend which Barclays (or its
wholly-owned subsidiary, Barclays Africa Group Holdings Limited) would have
received had it held such shares as at 31 December 2012; and
- to a trust constituted in terms of section 40(5) of the Companies Act (the “Trust”),
the remainder of the Consideration Shares (the “Subsequent Consideration Shares”).
The Subsequent Consideration Shares will not be listed and will be non-voting until
transferred from the Trust to Barclays (or its wholly-owned subsidiary, Barclays Africa
Group Holdings Limited) in the future, together with an adjustment payment equal to
an amount of gross dividend which the Trust would have received had it held such
shares as at 31 December 2012.
The remaining Target Companies ("Subsequent Closing Target Companies") that have
not transferred to Barclays Africa Limited by the First Closing Date will become the
subject of subsequent closings, as and when they are transferred into Barclays Africa
Limited. The Subsequent Closing Long Stop Date is 6 September 2013 (or such later
date as the parties may agree, provided that either Absa Group or Barclays may extend
such date in order to obtain any outstanding regulatory approval, such extension not
being longer than 90 days) (the “Subsequent Closing Long Stop Date”).
In the event that any of the Subsequent Closing Target Companies do not transfer into
Barclays Africa Limited on or before the Subsequent Closing Long Stop Date (and
therefore do not form part of the Proposed Transaction), then the number of Subsequent
Consideration Shares equivalent to the value of each such Subsequent Closing Target
Company shall be returned to Absa Group by the Trust and shall be cancelled.
ii) Price adjustment mechanism
The consideration for the Proposed Transaction is based on an assumption that the
attributable net asset value of the Barclays African Portfolio will be at least R10.6 billion
as at 31 December 2012 which will be adjusted for any Target Companies that do not
transfer by the Subsequent Closing Long Stop Date.
If there is a shortfall, Barclays will pay to Absa Group on a Rand for Rand basis the full
shortfall in the actual minimum attributable net asset value if it exceeds R211 million.
Barclays will also compensate Absa Group for any aggregate net pension scheme
deficit.
Between 31 December 2012, and the First Closing Long Stop Date and the Subsequent
Closing Long Stop Date, the parties will compensate each other in cash for any typical
pre-defined leakage events or capital injections in order to preserve the value in the
businesses.
The listings of Barclays Bank Kenya Limited (on the Nairobi Securities Exchange) and
Barclays Bank Botswana Limited (on the Botswana Stock Exchange) will not be affected by
the Proposed Transaction as only the shares held by Barclays in those entities will be
transferred in the Proposed Transaction. The Proposed Transaction will not impact the
number of shares held by the minorities in Barclays Bank Kenya Limited and Barclays Bank
Botswana Limited.
The Proposed Transaction is categorised as a Category 2 transaction and a related party
transaction in terms of the JSE Listings Requirements by virtue of Barclays 55.5%
shareholding in Absa Group.
5. CONDITIONS PRECEDENT TO THE PROPOSED TRANSACTION
The Proposed Transaction will be subject, inter alia, to the fulfilment or, where appropriate,
waiver of the following conditions precedent:
i) regulatory approvals in respect of the transfer of the First Closing Target Companies
being obtained;
ii) approval by Absa Group shareholders, excluding Barclays, of the Proposed
Transaction including the ordinary resolution granting authority to implement the
Proposed Transaction (50% + 1 vote of voting rights required);
iii) approval by Absa Group shareholders, including Barclays, of the special resolution
granting authority to allot and issue ordinary shares in Absa Group to Barclays
(through its wholly-owned subsidiary, Barclays Africa Group Holdings Limited) and
the Trust in terms of section 41(1) of the Companies Act (at least 75% of voting
rights required);
iv) approval by Absa Group shareholders, including Barclays, of the change of name of
Absa Group to “Barclays Africa Group Limited” (at least 75% of voting rights
required);
v) approval from the Minister of Finance and the Registrar of Banks in South Africa and
the Financial Surveillance Department of the SARB; and
vi) approval by the JSE of the documentation required to give effect to the Proposed
Transaction and for the listing of the relevant Consideration Shares at the First and
Subsequent Closing Dates as applicable,
(the “Conditions Precedent”).
If the above Conditions Precedent are not fulfilled (or waived, if applicable) on or before the
First Closing Long Stop Date, the Proposed Transaction may be terminated by either party.
6. RENAMING AND BRANDING
As part of the Proposed Transaction, it is the intention to change the name of “Absa Group
Limited” to “Barclays Africa Group Limited”.
7. ABSA GROUP BOARD RECONSTITUTION
In line with the pan-African nature of the Proposed Transaction, it is the intention to
reconstitute the board of directors of Absa Group, subject to the necessary regulatory
approvals and in accordance with the King Code of Governance Principles and the King Code
of Governance for South Africa (King III), the Companies Act, the Banks Act and the JSE
Listings Requirements.
8. OPINION AND RECOMMENDATIONS OF THE BOARD OF ABSA GROUP
As required in terms of Section 10.4(f) of the JSE Listings Requirements, the board is
required to obtain an opinion from an independent expert acceptable to the JSE regarding the
fairness of the Proposed Transaction to the shareholders. The board has appointed Deutsche
Securities (SA) Proprietary Limited ("Deutsche Bank") to provide an opinion as to the whether
the terms and conditions of the Proposed Transaction are fair to shareholders. Subject to the
conditions set out in Deutsche Bank's opinion letter that will be included in the circular to
shareholders, Deutsche Bank has provided an opinion that the terms and conditions of the
transaction are fair to the shareholders.
The board of Absa Group (excluding Antony Jenkins, Ivan Ritossa and Robert Le Blanc being
directors nominated by Barclays) has unanimously approved the Proposed Transaction.
9. UNAUDITED PRO FORMA FINANCIAL EFFECTS OF THE PROPOSED TRANSACTION
The unaudited pro forma financial effects of the Proposed Transaction are set out below. The
unaudited pro forma financial effects have been prepared for illustrative purposes only, to
provide information on how the Proposed Transaction might have affected the reported
historical financial information of Absa Group, assuming that the Proposed Transaction was
implemented on 1 January 2012, for purposes of the pro forma income statement and 30 June
2012 for purposes of the pro forma statement of financial position.
Because of their nature, the unaudited pro forma financial effects may not fairly present Absa
Group’s financial position, changes in comprehensive income, changes in equity, and results of
operations or cash flows after the Proposed Transaction. It does not purport to be indicative of
what the financial results would have been had the Proposed Transaction been implemented on
a different date.
The board of Absa Group are solely responsible for the preparation of the unaudited pro forma
financial effects.
The table below sets out the unaudited pro forma financial effects on Absa Group of the
Proposed Transaction based on reviewed interim results of Absa Group for the six months
ended 30 June 2012 and financial position at 30 June 2012.
Six month period ended 30
June 2012
Before the After the
The
Proposed Proposed Percentage
Proposed (3)
Transaction Transaction change
(1) Transaction (2)
Earnings per share – cents 583.8 (3.3) 580.5 (0.6)%
Headline (loss)/earnings per
603.8 (6.6) 597.2 (1.1)%
share – cents
Net asset value per share -
8,949.8 (362.8) 8,587.1 (4.1)%
cents
Net tangible asset value per
8,655.1 (389.7) 8,265.5 (4.5)%
share – cents
Notes to the pro-formas:
(1) The 'Before the proposed transaction' financial information has been extracted, without adjustment from the
published, unaudited interim results of Absa Group for the 6 months period ended 30 June 2012.
(2) The 'After the proposed transaction' financial information includes the following adjustments:
a. the inclusion of the adjusted, unaudited income and expenditure relating to the Barclays Africa Portfolio on the
assumption that the Proposed Transaction took place on 1 January 2012;
b. the inclusion of the adjusted, unaudited assets and liabilities relating to the Barclays Africa Portfolio on the
assumption that the Proposed Transaction took place on 30 June 2012;
c. an increase in operating expenses due to the actuarial gains and losses arising on the retirement benefit funds
being recognised in Other Comprehensive Income to align with Absa Group accounting policies;
d. the expensing of transaction costs of R179 million;
e. the capitalisation of transaction costs of R9 million;
f. the reversal of the revaluation reserve which arose on the revaluation of a property in Barclays Bank Uganda to
align with Absa Group accounting policy of recognising property at its historical cost less accumulated depreciation;
g. the purchase consideration has been settled by the issue of 129 540 636 new Absa Group ordinary shares at a
share price of R141.50;
h. the excess of the purchase consideration over the net asset value of the Barclays Africa Portfolio is recognised
against share premium as no goodwill is recognised due to Absa Group and Barclay Africa Portfolio being under
common control; and
i. the number of shares and weighted average number of shares in issue have been adjusted for the 129 540 636
new ordinary shares to be issued as settlement for the acquisition of the Barclays Africa Portfolio.
(3) The '% change' column compares the 'After the proposed transaction' column to the 'Before the proposed
transaction' column.
(4) With the exception of the transaction costs discussed under 2d and 2e above, the other adjustments are
anticipated to have continuing effect.
(5) The pro forma balance sheet reflects a liability and the equal asset, while the pro forma income statement
excludes the effects of some uncertain tax positions existing in some of the Barclays Africa entities which originate
from previous financial periods. These uncertain tax exposures were partially provided for in the Barclays
consolidated financial statements. The Absa Group is indemnified by Barclays from any losses in this regard.
IMPORTANT DATES AND TIMES OF THE PROPOSED TRANSACTION
The important dates and times of the Proposed Transaction are as follows, and have been
presented on the assumption that the requisite regulatory approvals were received by the end
of March 2013.
2012/2013
Salient dates and times
Circular posted to shareholders on or about Friday, 14 December
Last date to trade in order to be eligible to attend and vote at Friday, 08 February
the general meeting
Absa Group results announcement for the year ended Tuesday, 12 February
December 2012
Record date for attending and voting at the general meeting
Friday, 15 February
Last day to lodge forms of proxy in respect of the general
Thursday, 21 February
meeting
General meeting of shareholders to be held at 10:00 at PW Monday, 25 February
Sceales Auditorium Absa Towers 160 Main Street,
Johannesburg, South Africa for the purpose of considering and,
if deemed fit approving, with or without modification, some or all
of the resolutions
Form 15.2 (Notice of amendment of the Memorandum of Monday, 25 February
Incorporation), copy of the amended Memorandum of
Incorporation and special resolution in respect of the change of
name filed with the Companies and Intellectual Property
Commission
Results of general meeting released on the Securities Monday, 25 February
Exchange News Service (“SENS”)
Results of general meeting published in the South African press Tuesday, 26 February
Estimated date for receipt of fulfilment of the Conditions Friday, 29 March
Precedent on or about
Finalisation information in respect of name change released on Friday, 5 April
SENS
Finalisation information in respect of name change published in Monday, 8 April
the South African press
Last day to trade under the old name “Absa Group Limited” in Friday, 12 April
respect of the proposed name change
Shares trade under the new name “Barclays Africa Group Monday, 15 April
Limited” under the JSE share code “BGA”, abbreviated name
“B-Africa” and new ISIN code “ZAE000174124” from
commencement of trading
Record date for the change of name Friday, 19 April
Dematerialised Holders accounts updated for name change to Monday, 22 April
new Barclays Africa Group Limited
New Barclays Africa Group Limited share certificates, reflecting Monday, 22 April
the change of name, posted, by registered post in South Africa,
to certificated shareholders who have surrendered their
documents of title on or before 12:00 on the record date for the
change of name
Absa Group shares may not be dematerialised or rematerialised after Friday, 29 March 2013.
These dates and times are subject to change. Any change will be notified by way of
publication on SENS and in the South African press.
10. DOCUMENTATION
A circular setting out further details of the Proposed Transaction and containing a notice of
general meeting will be posted to Absa Group ordinary shareholders on or about Friday, 14
December 2012, and the shareholders’ meeting will be convened on or about Monday, 25
February 2013.
11. WITHDRAWAL OF CAUTIONARY ANNOUNCEMENT
Absa Group shareholders are advised that caution is no longer required in dealing in their
Absa Group ordinary shares.
Johannesburg
6 December 2012
Lead financial advisors to Absa Group
JPMorgan Chase Bank, N.A. (Johannesburg Branch)
Joint financial advisors to Absa Group
Absa Corporate and Investment Banking, a division of Absa Bank Limited
Legal advisors to Absa Group
Webber Wentzel
International legal advisors to Absa Group
Linklaters
Independent Expert to Absa Group
Deutsche Securities (SA) Proprietary Limited
Independent lead sponsor to Absa Group
J.P. Morgan Equities South Africa Proprietary Limited
Joint sponsor to Absa Group
Absa Corporate and Investment Banking, a division of Absa Bank Limited
Independent Accountant to Absa Group
KPMG LLP
Independent Auditors and Reporting Accountant on the unaudited pro forma financial information of
Absa Group
Ernst & Young
Financial advisor to Barclays
Goldman Sachs International
Legal advisors to Barclays
Norton Rose
Clifford Chance
Details of the webcast and stakeholder conference call on Thursday, 6 December 2012 at 12
noon South African time:
Webcast
http://www.corpcam.com/Absa06122012
Dial in details for the stakeholder conference call:
Live Call Access Numbers For Participants
Country Access Number
Other Countries (Intl Toll) +27 11 535 3600
Other Countries - Alternate +27 10 201 6616
South Africa (Toll-Free) 0 800 200 648
South Africa -
011 535 3600
Johannesburg
UK (Toll-Free) 0808 162 4061
UK Alternative (Toll-Free) 0 800 917 7042
Canada (Toll-Free) 1 866 605 3852
USA (Toll) 412 858 4600
USA (Toll-Free) 1 800 860 2442
Playback Access Numbers – Access code: 22817
Country Access Number
Other Countries (Intl Toll) +27 11 305 2030
South Africa (Telkom) 011 305 2030
UK (Toll-Free) 0 808 234 6771
USA and Canada (Toll) 412 317 0088
INFORMATION REGARDING FORWARD-LOOKING STATEMENTS
This document may contain forward-looking statements that are based on current expectations or
beliefs, as well as assumptions about future events. Generally, the words ‘‘will’’, ‘‘may’’, ‘‘should’’,
‘‘continue’’, ‘‘believes’’, ‘‘expects’’, ‘‘intends’’, ‘‘anticipates’’, “plans” or similar expressions that are
predictive or indicative of future events identify forward-looking statements. These statements are
based on the current expectations of management and are naturally subject to risks, uncertainties and
changes in circumstances. Undue reliance should not be placed on any such statements because, by
their very nature, they are subject to known and unknown risks and uncertainties and can be affected
by other factors, many of which are outside the control of Absa Group and its directors, that could
cause actual results, and management’s plans and objectives, to differ materially from those
expressed or implied in the forward-looking statements. As such, forward-looking statements are no
guarantee of future performance.
There are several factors which could cause actual results to differ materially from those expressed or
implied in forward-looking statements. Among the factors that could cause actual results to differ
materially from those described in the forward-looking statements are changes in the global, political,
economic, business, competitive, market and regulatory environment, future exchange and interest
rates, changes in tax rates and future business combinations or dispositions.
Readers are cautioned not to place undue reliance on these forward-looking statements which speak
only as at the date of this document. Absa Group does not undertake any obligation (except as
required by the JSE Listings Requirements or any other legal or regulatory requirement) to revise or
update any forward-looking statement contained in this document, regardless of whether that
statement is affected as a result of new information, future events or otherwise.
No statement in this document is intended as a profit forecast and no statement in this document
should be interpreted to mean that the earnings per share for the current or future years would
necessarily match or exceed the historical published earnings per share.
Date: 06/12/2012 08:00:00 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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