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UPDATED PRO-FORMA FINANCIAL INFORMATION AS AT 31 DECEMBER 2012
Absa Group Limited
(Incorporated in the Republic of South Africa)
(Registration number: 1986/003934/06)
JSE Share Code: ASA
ISIN: ZAE000067237
(“Absa Group”)
UPDATED PRO-FORMA FINANCIAL INFORMATION AS AT 31 DECEMBER 2012
1. INTRODUCTION
Shareholders are referred to the detailed terms announcement released on 6 December 2012
regarding the proposed transaction to combine the Barclays African operations, which are
expected to include Barclays Bank Plc’s interests in Botswana, Ghana, Kenya, Mauritius,
Seychelles, Tanzania, Uganda, Zambia and the Barclays Africa Regional Office Proprietary
Limited, with Absa Group and the announcement regarding the posting of the circular
released on 18 December 2012. The proposed transaction will be effected by way of an
acquisition by Absa Group of 100% of the shares in Barclays Africa Limited, for a
consideration of 129,540,636 Absa Group ordinary shares, at the agreed R141.50 per share
(the “Proposed Transaction”). As a result, Barclays stake in Absa Group will increase from
55.5% to 62.3%.
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.
The updated pro-forma financial effects as at 31 December 2012 are set out below.
2. UPDATED 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 31
December 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 audited results of Absa Group for the 12 months ended 31
December 2012 and financial position at 31 December 2012.
Twelve-month period ended 31
December 2012
Before the After the
The
Proposed Proposed Percentage
Proposed (3)
Transaction Transaction change
(1) Transaction (2)
Earnings per share – cents 1,169.6 12.1 1,181.7 1.0%
Headline (loss)/earnings per
1,227.3 3.1 1,230.4 0.3%
share – cents
Net asset value per share -
9,319 (201) 9,118 (2.2%)
cents
Net tangible asset value per
8,962 (220) 8,742 (2.5%)
share – cents
Notes to the pro-formas:
(1) The 'Before the Proposed Transaction' financial information has been extracted, without adjustment from the
published, audited full year results of Absa Group for the twelve-month period ended 31 December 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 operations 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 operations on the
assumption that the Proposed Transaction took place on 31 December 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; and
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
Limited 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 new ordinary shares, which has been calculated
utilising a valuation of Barclays Africa operations of GBP 1.3billion, an exchange rate of GBP1:ZAR14.10 and an
Absa share price of R141.50.
h. the excess of the purchase consideration over the net asset value of the Barclays Africa operations is recognised
against share premium as no goodwill is recognised due to Absa Group and Barclays Africa operations 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 operations.
(3) The 'Percentage 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 financial information has been prepared based on audited results for Absa Group and unaudited
management accounts for Barclays Africa operations as incorporated into Barclays consolidated results for 31
December 2012 results announcement.
3. GENERAL MEETING
Shareholders are reminded of the general meeting to be held in the P W Sceales Auditorium,
Absa Towers, 160 Main Street, Johannesburg on Monday, 25 February 2013 at 10:00 to
transact the business as stated in the Notice contained in the circular to shareholders posted
on 18 December 2012.
Johannesburg
12 February 2013
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
Date: 12/02/2013 07:33:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE').
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