21st Jun 2005 11:08
Barclays PLC21 June 2005 Absa Group Limited(Incorporated in the Republic of South Africa)(Registration number: 1986/003934/06)JSE CODE: ASAISIN CODE: ZAE000013389("Absa") Barclays Bank PLC(Registered in England)(Registration number: 1026167)("Barclays") SCHEME AND RECOMMENDED OFFER NOT YET UNCONDITIONAL AND REVISED SALIENT DATES INTRODUCTION Shareholders are referred to the joint announcement released on 9 May 2005 andthe circular to shareholders dated 20 May 2005 regarding Barclays proposedacquisition of up to 60% of the Absa ordinary shares at R82,50 per share (the"Recommended Acquisition"), as well as to the joint announcement released on 13June 2005 reporting on the results of the Scheme meeting and general meeting ofAbsa shareholders held in respect of the Recommended Acquisition. Shareholders are reminded that the Recommended Acquisition is being effectedthrough two inter-conditional processes: (i) the scheme of arrangement proposed by Barclays between Absa and the AbsaOrdinary Shareholders, excluding the Absa Group Limited Share Incentive SchemeTrust and the Barclays Group (save to the extent that members of that group mayhold Absa Ordinary Shares on behalf of third parties), pursuant to whichBarclays will acquire 32% of each such Ordinary Shareholder's shares (the"Scheme"); and (ii) the partial offer by Barclays to all Absa Ordinary Shareholders andPreference Shareholders (together "Shareholders") to acquire from each suchShareholder up to an additional 28% of his or her shares (the "RecommendedOffer"). OUTSTANDING CONDITIONS PRECEDENT TO WHICH THE RECOMMENDED ACQUISITION IS SUBJECT The Recommended Acquisition is still subject to the fulfillment or waiver of thefollowing conditions precedent: * the Recommended Offer being declared unconditional as to acceptances,which will occur on or before the sanctioning of the Scheme by the Court; * by no later than five business days prior to the scheduled Courthearing date to sanction the Scheme, no material adverse circumstance relatingto the financial or business affairs of Absa having arisen; * prior to the scheduled Court hearing to sanction the Scheme, Absa nothaving undertaken or allowed to occur any unusual corporate action orfrustrating action; * there being no change nor proposed change in any law, regulation orpolicy of the Republic of South Africa on or before five business days prior tothe scheduled Court hearing date to sanction the Scheme, which would restrictBarclays ability to transmit freely capital injected into, and/or dividends paidout by, Absa into foreign exchange and to remit it offshore; * the High Court of South Africa (the "Court") sanctioning the Scheme;and * the order of the Court sanctioning the Scheme being registered by theRegistrar of Companies. The condition precedent relating to the Recommended Offer being declaredunconditional as to acceptances requires Ordinary Shareholders to tender suchnumber of Absa Ordinary Shares in the Recommended Offer which, when accepted byBarclays, would result in it holding 56.5% of all Absa Ordinary Shares (takinginto account shares to be acquired pursuant to the Scheme and any on-marketpurchases by Barclays), and Sanlam and Remgro to tender their Absa OrdinaryShares pursuant to the undertakings which they have given in favour of Barclays. At present Barclays holds shares and has received tenders and commitments totender which, when aggregated with shares to be acquired pursuant to the Scheme,would amount to 51.1% of all Absa Ordinary Shares. SCHEDULED COURT HEARING TO SANCTION THE SCHEME The Scheme is not yet unconditional as some of the conditions precedent remainoutstanding, including the condition precedent relating to the Recommended Offerbeing declared unconditional as to acceptances. Accordingly, the offer periodwill be extended for a period of two weeks. Absa and Barclays have thereforeagreed to postpone the application to Court to sanction the Scheme. At the Court hearing to sanction the Scheme on 21 June 2005, Absa applied forand was granted a two week postponement. The Court hearing to sanction theScheme will now be on 5 July 2005. REVISED SALIENT DATES The Salient Dates relating to the Recommended Acquisition previously announcedwere indicative and, by reason of the two week postponement of the Court hearingto sanction the Scheme, will be revised as set out below. 2005 Dividend Record Date Friday, 24 June Payment of final dividend Monday, 27 June Court hearing to sanction the Scheme at10:00 (or as soon after that as counselmay be heard) Tuesday, 5 July IF THE SCHEME IS SANCTIONED Finalisation date announcement that theScheme and the Recommended Offer areunconditional in every respect releasedon the Securities Exchange News service ("SENS") Tuesday, 5 July Finalisation date announcement that theScheme and the Recommended Offer areunconditional in every respect publishedin the South African Press Wednesday, 6 July Last day to trade in Absa Ordinary Shareson the JSE Securities Exchange South Africa(the "JSE") in order to be recorded in theRegister to be able to receive the SchemeConsideration Friday, 15 July Last day to trade in Absa Ordinary Shareson the JSE to be eligible to participate inthe Recommended Offer Friday, 15 July Scheme Consideration Record Date Friday, 22 July Record Date (for purposes of participatingin the Recommended Offer) Friday, 22 July Closing Date of the Recommended Offer at 12:00 on Friday, 22 July Results of the Recommended Offer released on SENS Monday, 25 July Scheme Operative Date Monday, 25 JulyDematerialised Scheme Participants will havetheir relevant account with their CentralSecurities Depository Participant ("CSDP")or Broker debited with the Absa Ordinary Sharesdisposed of pursuant to the Scheme Scheme Consideration Settlement Date Wednesday, 27 July Scheme Consideration posted to CertificatedScheme Participants (if Documents of Titleare received on or prior to the SchemeConsideration Record Date) or depositeddirectly into their bank accounts shouldthere be an existing mandateDematerialised Scheme Participants willhave their relevant account with their CSDPor Broker credited with the Scheme Consideration Recommended Offer Consideration Settlement Date Wednesday, 27 JulyDematerialised Recommended Offer Participantswill have their relevant account with their CSDPor Broker debited with the Absa Ordinary Sharesdisposed of pursuant to the Recommended OfferDematerialised Recommended Offer Participantswill have their relevant account with theirCSDP or Broker credited with the RecommendedOffer ConsiderationCertificated Recommended Offer Participantswill have cheques issued, or any paymentdeposited directly into their bank accountsshould there be an existing mandate, for theRecommended Offer Consideration in respect ofacceptances of the Recommended Offer (if Documentsof Title are received on or prior to the Record Date)and balance certificates will be posted Notes: 1. These salient dates and times are subject to amendments aspermitted by the SRP Code or applicable law. Any relevant amendments will bereleased on SENS and published in the South African Press, as appropriate. 2. Shareholders are reminded that, because the Recommended Offeris conditional, should they accept the Recommended Offer on or before theClosing Date, they will not be able to trade any of their Absa shares from thedate they accept the Recommended Offer, unless and until the Recommended Offercloses or lapses. 3. On account of the Scheme and the Recommended Offer, AbsaOrdinary Shares cannot be dematerialised or rematerialised between Monday, 18July 2005 and Friday, 22 July 2005, both days inclusive. CHAIRMAN'S REPORT Shareholders are reminded that copies of the Chairman's report to the Court onthe scheme meeting will still be available to any Shareholder on request, freeof charge, until Monday, 4 July 2005, during normal business hours at the officeof the Absa Group Secretary, 3rd Floor, Absa Towers East, 170 Main Street,Johannesburg, being Absa's registered office and at the office of the Chairmanbeing Brait South Africa Limited, 9 Fricker Road, Illovo, Johannesburg. FURTHER ANNOUNCEMENT The Finalisation Date announcement declaring that the Scheme and the RecommendedOffer are unconditional in every respect is expected, in terms of the aboverevised timetable, to be released on SENS on 5 July 2005 and in the SouthAfrican press on 6 July 2005. Johannesburg21 June 2005 For further information, please contact: Absa Group Limited Barclays PLC Investor Relations Investor RelationsWillie Roux Mark Merson/James Johnson+27 (0) 11 350 4061 +44 (0) 20 7116 5752/2927 Media Relations Media Relations - LondonNick Cairns Chris Tucker+27 (0) 11 350 6565 +44 (0) 20 7116 6223 Media Relations - Johannesburg Liz Hooper +27 (0) 11 328 3160 Financial advisors to Absa Financial advisors to BarclaysGoldman Sachs International JP MorganMerrill Lynch International Barclays CapitalAbsa Corporate & Merchant Bank Attorneys to Absa Attorneys to BarclaysWebber Wentzel Bowens Deneys Reitz Inc. International Attorneys to Absa International Attorneys to BarclaysLinklaters Clifford Chance LLP Independent Advisor to Absa's BoardN.M. Rothschild Sponsor to AbsaMerrill Lynch South Africa (Pty) LtdCo-sponsor to AbsaAbsa Corporate & Merchant Bank Reporting Accountants to AbsaErnst & YoungKPMG THE FOLLOWING MEDIA RELEASE WAS ALSO ISSUED TODAY June 21, 2005 Offer for Absa extended by two weeks Barclays today extended its offer for Absa by two weeks in order to allow moretime to fulfil all the remaining conditions to complete the deal. In connectionwith this, Absa today applied to the High Court of South Africa to postpone bytwo weeks the hearing to sanction the scheme proposed by Barclays to acquire 32%of all Absa ordinary shares. The application was granted. The Scheme, one of two inter-conditional parts of Barclays proposed acquisitionof up to 60% of Absa, requires Absa ordinary shareholders to dispose of 32% oftheir Absa shares to Barclays. At a meeting of Absa shareholders last week, therecommendation of this scheme by Absa's board was accepted by 99.01% of allshareholders present in person or by proxy. The second part of Barclays acquisition is the Recommended Offer to ordinaryshareholders to acquire an additional 28% of their shares. Barclays is offeringR82.50 per share, payable in cash, representing a total consideration for thescheme and partial offer of R33 billion. In order for the scheme and the offer to become effective, Barclays requiresshareholders to tender such number of shares through the Recommended Offer thatBarclays will hold 56.5% of all Absa ordinary shares. As this condition had notbeen fulfilled prior to the date of the scheduled court hearing, Absa andBarclays sought to extend the offer by two weeks to allow for its fulfilment.The court confirmed that the hearing to sanction the scheme will now be on 5July 2005. At present Barclays holds shares and has received tenders and commitments totender which, when aggregated with shares to be acquired under the Scheme, wouldamount to 51.1% of all Absa ordinary shares. - Ends - For further information, please contact: Absa Group Limited Barclays PLC Investor Relations Investor RelationsWillie Roux Mark Merson/James Johnson+27 (0) 11 350 4061 +44 (0) 20 7116 5752/2927 Media Relations Media Relations - LondonNick Cairns Chris Tucker/Pam Horrell+27 (0) 11 350 6565 +44 (0) 20 7116 6223/6132 Media Relations - Johannesburg Liz Hooper +27 (0) 11 328 3160 This information is provided by RNS The company news service from the London Stock ExchangeRelated Shares:
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