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Fulfilment of conditions precedent and finalisation information for name change
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 Group”)
FULFILMENT OF CONDITIONS PRECEDENT FOR CLOSING AND FINALISATION
INFORMATION RELATING TO THE PROPOSED STRATEGIC COMBINATION OF
BARCLAYS’ AFRICAN OPERATIONS WITH ABSA GROUP AND REVISED TIMETABLE
RELATING TO THE NAME CHANGE OF “ABSA GROUP LIMITED” TO “BARCLAYS
AFRICA GROUP LIMITED”
All defined terms, unless otherwise stated herein, bear the same meaning as set out in the
circular to shareholders dated 14 December 2012 (“Circular”).
Shareholders are referred to the detailed terms announcement released on 6 December
2012, the Circular and the subsequent announcement released on 5 April 2013, in relation to
the proposed strategic combination of the Barclays’ African operations with Absa Group and
the proposed change of name of “Absa Group Limited” to “Barclays Africa Group Limited”.
Key developments:
- Conditions Precedent to closing of the Proposed Transaction ("Closing") have now
been fulfilled or waived, where appropriate
- Closing will include the transfer of Barclays’ interests in its banking operations in
Botswana, Ghana, Kenya, Mauritius, Seychelles, Tanzania, Uganda and Zambia,
and Barclays Africa Regional Office. This represents the full suite of Target
Companies and therefore the Proposed Transaction will not require any subsequent
closings
- Closing date will be 31 July 2013 ("Closing Date")
- Following Closing, Barclays’ stake in Absa Group will increase to 62.3% of Absa
Group's issued share capital
- The name of “Absa Group Limited” will change to “Barclays Africa Group Limited” on
the date set out in the timetable below
Certificated shareholders are required to surrender their share certificates on or before
12h00 on Thursday, 8 August 2013. New "Barclays Africa Group Limited" share certificates
will be posted, by registered post in South Africa, on Monday, 12 August 2013. Share
certificates surrendered after 12:00 on Thursday, 8 August 2013 will be replaced within 5
business days of surrender.
1. FULFILMENT OF CONDITIONS PRECEDENT
Shareholders are advised that the Conditions Precedent, including receipt of all
relevant regulatory approvals, have been fulfilled (or, where appropriate, waived)
relating to the transfer of Barclays Bank Botswana, Barclays Bank Ghana, Barclays
Bank Kenya, Barclays Bank Mauritius, Barclays Bank Seychelles, Barclays Bank
Tanzania, Barclays Bank Uganda, Barclays Bank Zambia and Barclays Africa
Regional Office (collectively the “Barclays Africa Operations”) to Barclays Africa
Limited.
In addition, all Conditions Precedent, including all relevant regulatory approvals, have
been fulfilled or waived for the acquisition of the entire issued share capital of
Barclays Africa Limited by Absa Group in consideration for the issue by Absa Group
of Consideration Shares.
As a result of the fulfilment of the Conditions Precedent, on the Closing Date Absa
Group will acquire 100% of the issued share capital of Barclays Africa Limited (which,
subject to completion of administrative formalities, will own all of Barclays ownership
interests in the Barclays Africa Operations) and issue the Consideration Shares as
set out below. The name change from “Absa Group Limited” to “Barclays Africa
Group Limited” has therefore become unconditional and the corporate action
timetable for the name change is set out below.
On the Closing Date, Absa Group will issue to Barclays Africa Group Holdings
Limited, a wholly-owned subsidiary of Barclays, 129,540,636 Consideration Shares
("Closing Consideration Shares") in respect of the Barclays Africa Operations,
increasing Barclays’ stake in Absa Group to 62.3% from 55.5%.
In terms of the Agreement and as set out in paragraph 4.3 of the Circular, the
parties are required to make payments to each other, based on, inter alia, actual
minimum attributable net asset value, as well as any pre-defined leakage events or
capital injections, in order to preserve the value of the Target Companies’ respective
businesses in the period between 31 December 2012 and the Closing Date. In
addition, included is an adjustment payment equal to an amount of the gross
dividend which would have been paid by Absa Group to Barclays had the Closing
Consideration Shares been in issue for the period from 31 December 2012 to the
Closing Date. As a result of these adjustments, as at the closing date, a net
payment of R4.6 million will be payable from Absa Group to Barclays*.
2. SALIENT DATES AND TIMES REGARDING THE NAME CHANGE
Shareholders are advised of the following salient dates for the change in name, as
set out below:
2013
Salient dates and times
Finalisation information in respect of name change Monday, 22 July
published on SENS
Finalisation information in respect of name change Tuesday, 23 July
published in the South African press
Closing Date Wednesday, 31 July
Last day to trade under the old name “Absa Group Thursday, 1 August
Limited” in respect of the proposed name change
Shares trade under the new name “Barclays Africa Group Friday, 2 August
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 Thursday, 8 August
Dematerialised Shareholders’ accounts updated for name Monday, 12 August
change to Barclays Africa Group Limited
New “Barclays Africa Group Limited” share certificates, Monday, 12 August
reflecting 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 Thursday, 1
August 2013. Times indicated above are local times in South Africa.
Notes:
* Amounts shown are based on closing exchange rates on 19 July 2013. The final
consideration will be determined with reference to exchange rates at 9 a.m. on the Closing
Date, as quoted on Bloomberg.
Johannesburg
22 July 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
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: 22/07/2013 07:55:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE').
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