BARCLAYS AFRICA GROUP LIMITED - Barclays Africa/Absa Bank - Placing by Barclays PLC of approx. 286m (33.7%) in Barclays Africa and S122 Notice

Barclays Africa/Absa Bank - Placing by Barclays PLC of approx. 286m (33.7%) in Barclays Africa and S122 Notice

BARCLAYS AFRICA GROUP LIMITED
Incorporated in the Republic of South Africa
Registration number: 1986/003934/06
ISIN: ZAE000174124
JSE share code: BGA
(“Barclays Africa”)

ABSA BANK LIMITED
Incorporated in the Republic of South Africa
Registration number: 1986/004794/06
ISIN: ZAE000079810
JSE share code: ABSP
(“Absa Bank”)


PLACING BY BARCLAYS PLC OF APPROXIMATELY 286 MILLION (33.7%) ORDINARY SHARES IN
BARCLAYS AFRICA AND SECTION 122 NOTICE

Barclays Africa shareholders are referred to the announcement released by Barclays PLC in relation to the
results of the placing of approximately 286 million ordinary shares in Barclays Africa. The Barclays PLC
RNS announcement is set out below:

“PLACING OF 286 MILLION ORDINARY SHARES IN BARCLAYS AFRICA GROUP LIMITED (“BAGL”)

Further to the announcement released on 31 May 2017, due to strong investor demand, Barclays has
decided to increase the size of the placing (the "Placing"). Accordingly, pursuant to the Placing, Barclays
has agreed to sell 285,691,979 ordinary shares (note 2) in the capital of BAGL (the "Placing Shares")
(representing 33.7% of BAGL’s issued share capital) at a price of ZAR 132.0 per share, raising aggregate
gross sale proceeds of approximately ZAR 37,711 million (£2,224 million - note 1). The Placing is expected
to result in a pro forma increase of approximately 27 basis points to the Group’s 31 March 2017 CET1 ratio,
from 12.5%.

Following completion of the Placing, the Barclays group (the "Group") will hold 139 million ordinary shares
in BAGL (16.4% of BAGL’s issued share capital), of which 12.7 million ordinary shares will be contributed to
a black economic empowerment scheme in due course, leaving a residual holding of approximately 15%.
The Placing results in accounting deconsolidation of BAGL from the Group. It is estimated that, when full
regulatory deconsolidation of BAGL from the Group is achieved, this will result in 73bps accretion to the
Group’s CET1 ratio, including the increase resulting from the Placing.

Separation contributions equal to £0.8 billion, including the contribution to a black economic empowerment
scheme, will be made following execution of the separation agreements and completion of the Placing. As a
result of the Placing and related separation arrangements, the Group’s tangible net asset value would have
increased by £0.2 billion pro-forma as at 31 March 2017.

Completion of the Placing and the associated accounting deconsolidation would result in an estimated loss
of £1.2 billion, calculated pro forma on the 31 March 2017 financial statements (largely due to a loss of
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approximately £1.2 billion as a result of the recycling of currency translation reserve to the income
statement, owing to the weakening of the Rand since initial consolidation of BAGL in 2005; the recycling of
currency translation reserve will have no effect on the Group’s net asset value or CET1 ratio). The actual
loss will be recognised in the income statement in Barclays Q2 2017 financial statements, presented within
discontinued operations.

Barclays Bank PLC, acting through its investment bank ("Barclays Investment Bank") is acting as lead
global coordinator (the “Lead Global Co-ordinator”). Citigroup Global Markets Limited, Deutsche Bank AG,
London branch, and UBS Limited are acting as co-global coordinators (the “Co-Global Co-ordinators”) and
J.P. Morgan Securities plc (which conducts its UK investment banking activities as J.P. Morgan Cazenove)
and Morgan Stanley & Co. International plc are acting as joint bookrunners (together with the Lead Global
Co-ordinator and the Co-Global Co-ordinators, the “Joint Bookrunners”). BNP Paribas and Société
Générale Corporate & Investment Banking are acting as co-bookrunners (the “Co-Bookrunners” and,
together with the Joint Bookrunners, the “Banks”).

All of the remaining ordinary shares in BAGL held by Barclays PLC or its subsidiaries (excluding the 1.5%
which Barclays has agreed to contribute towards the establishment of a black economic empowerment
scheme and any shares held by BAGL and its subsidiaries) not sold in the Placing are now subject to a
lock-up restriction, which applies until 90 days after settlement. During this period, the lock-up restriction
may be waived with the consent of the Co-Global Co-ordinators (such consent not to be unreasonably
withheld or delayed).

The proceeds of the Placing are payable in cash on usual South African settlement terms, and settlement of
the Placing is expected to occur on a T+3 basis on 6 June 2017, subject to the satisfaction or waiver of
certain customary conditions. As previously announced, the Public Investment Corporation SOC Limited
("PIC") has agreed to be an anchor investor in the Placing, however it requires certain regulatory approvals
before it can take up its allocation of the Placing Shares. Delivery in respect of the Placing Shares to be
taken up by PIC is expected to occur at a later date following receipt of the necessary regulatory approvals.

The net proceeds of the Placing will be used for general corporate purposes of the Group.

1 Exchange rate ZAR:GBP 16.953 as of 31 May 2017 (source: Bloomberg)
2 The 286 million Placing Shares figure includes the shares to be taken up by the Public Investment
Corporation SOC Limited, subject to required regulatory approvals”


SECTION 122 NOTICE

Pursuant to the above and in accordance with section 122 (3)(b) of the Companies Act, No. 71 of 2008 (the
Companies Act) and section 3.83(b) of the Listings Requirements of the JSE Limited, Barclays Africa
shareholders are advised that Barclays Africa has received formal notification from Barclays PLC that its
total interest in Barclays Africa has been reduced from 50.1% to 23.4%, with a further 7% to be taken up by
the PIC at a later date, following receipt of the necessary regulatory approvals.

As required in terms of Section 122 of the Companies Act, the required notice will be filed with the Takeover
Regulation Panel.
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Johannesburg
1 June 2017

Enquiries:
Alan Hartdegen (Head of Investor Relations)
(+2711) 350-2598
E-mail: Alan.Hartdegen@barclaysafrica.com

Independent lead sponsor to Barclays Africa:
J.P. Morgan Equities South Africa Proprietary Limited

Joint sponsor to Barclays Africa:
Corporate and Investment Bank, a division of Absa Bank




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