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ABSA GROUP LIMITED - Fulfilment of conditions precedent and finalisation information for name change

Release Date: 22/07/2013 07:55
Code(s): ASA     PDF:  
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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'). 
The JSE does not, whether expressly, tacitly or implicitly, represent, warrant or in any way guarantee the truth, accuracy or completeness of
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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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