BARCLAYS AFRICA GROUP LIMITED - Further reduction by Barclays PLC of its shareholding in Barclays Africa to 14.9% and section 122 notice

Release Date: 01/12/2017 08:14
Code(s): BGA
 
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Further reduction by Barclays PLC of its shareholding in Barclays Africa to 14.9% and section 122 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”)




FURTHER REDUCTION BY BARCLAYS PLC (“BARCLAYS”) OF ITS SHAREHOLDING IN BARCLAYS AFRICA
TO 14.9% AND SECTION 122 NOTICE



1. FURTHER REDUCTION BY BARCLAYS OF ITS SHAREHOLDING IN BARCLAYS AFRICA TO 14.9%

On 1 June 2017, shareholders were advised that Barclays had reduced its total interest in Barclays Africa
to 23.4% from 50.1%, in addition to which:
     - 1.5% would be contributed by Barclays to a broad-based black economic empowerment (“B-
        BBEE”) scheme in due course; and
     - 7.0% would be taken up by the Public Investment Corporation SOC Limited (“PIC”) on a deferred
        completion, subject to receipt of all necessary regulatory approvals by the PIC,
following which Barclays’ total interest in Barclays Africa would be approximately 15%.

On 4 September 2017, a transaction was effected in which the 1.5% stake in Barclays Africa was
transferred from Barclays to an interim B-BBEE structure which was established by Barclays Africa, and
accordingly Barclays’ total interest in Barclays Africa was reduced to 21.9%. The intention is that these
shares will be held in the interim B-BBEE structure for a period before ultimately being applied towards
a new Barclays Africa B-BBEE scheme. Further details will be announced in due course.

As noted above, the transfer of the 7.0% stake in Barclays Africa to the PIC is subject to regulatory
approval. Pending receipt of such approvals, pursuant to an agreement between Barclays, the PIC and
the local subsidiaries of two international financial institutions (the “Financial Institutions”), Barclays
transferred (subject to settlement) the 7.0% stake in Barclays Africa to the Financial Institutions on 30
November 2017. This agreement is broadly a continuation of the previous agreement between Barclays
and the PIC and was therefore concluded at a price of R136.09 per share. The intention is:
    - for the Financial Institutions to hold 4.0% and 3.0%, respectively, in Barclays Africa (at which
        level, no regulatory approval is required); and
    - for the PIC to ultimately take ownership of the 7.0% stake in Barclays Africa from the Financial
        Institutions, subject to it receiving all necessary regulatory approvals .
Following the contribution to the interim B-BBEE structure and the transfer to the Financial Institutions,
Barclays’ total interest in Barclays Africa is at 14.9%. Barclays has indicated that this represents its
desired long term shareholding in Barclays Africa and that no further sales are planned at this time.

2. 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 that
its total interest in Barclays Africa has been reduced to 126,145,303 ordinary shares (14.9%) from
185,487,851 ordinary shares (21.9%).

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

Johannesburg
1 December 2017



Enquiries:
Alan Hartdegen (Head of Investor Relations)
+27 (0) 11 350 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 Limited

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