25th Jul 2005 08:07
Barclays PLC25 July 2005 BARCLAYS PLC 25 July 2005 Shareholders are advised that Absa have today made the further announcement setout below regarding the acquisition by Barclays Bank PLC of a majority stake inAbsa. Absa Group Limited(Registration number 1986/003934/06)(Incorporated in the Republic of South Africa)JSE share code: ASAISIN: ZAE000067237("Absa") Barclays Bank PLC(Registration number 1026167)(Incorporated in England)("Barclays") RESULTS OF THE RECOMMENDED ACQUISITION AND CHANGES TO THE BOARD OF ABSA 1. Introduction Shareholders are referred to the Finalisation Date Announcement - RecommendedAcquisition Unconditional In Every Respect released on 7 July 2005 and thecircular to shareholders dated 20 May 2005 regarding Barclays proposedacquisition of up to 60% of the Absa ordinary shares (the "RecommendedAcquisition") at R82.50 per share (the "Consideration"). Shareholders arereminded that the Recommended Acquisition was effected through twointer-conditional processes: (i) the scheme of arrangement proposed by Barclays between Absa and theAbsa Ordinary Shareholders, excluding the Absa Group Limited ShareIncentive Scheme Trust and the Barclays Group (save to the extentthat members of that group may hold Absa Ordinary Shares on behalfof third parties), pursuant to which Barclays would acquire 32% ofeach such Ordinary Shareholder's shares (the "Scheme"); and (ii) the partial offer by Barclays to Absa Ordinary Shareholders andPreference Shareholders (together "Shareholders") to acquire fromeach such Shareholder an additional 28% of his or her shares(the "Recommended Offer"). 2. Implementation of the Scheme and settlement of the Consideration 2.1 The Scheme will be implemented with effect from Monday, 25 July2005 (the "Scheme Operative Date") in respect of Absa Ordinary Sharesheld by Absa Ordinary Shareholders ("Scheme Participants") registeredas such on Friday, 22 July 2005 (the "Scheme Consideration RecordDate"). 2.2 Dematerialised Scheme Participants will have their relevant account withtheir Central Securities Depository Participant ("CSDP") or Brokerdebited with the Absa Ordinary Shares disposed of pursuant to theScheme on the Scheme Operative Date and will have their relevantaccount credited with the Consideration on Wednesday, 27 July 2005. 2.3 The Consideration will be posted to Certificated Scheme Participants ordeposited directly into their bank accounts should there be an existing mandate(if Documents of Title have been received on or prior to the SchemeConsideration Record Date) on Wednesday, 27 July 2005. 3. Results of Recommended Offer and settlement of the Consideration 3.1 Tenders for the Recommended Offer were received in respect of 133 152 609Absa Ordinary Shares held by Absa Ordinary Shareholders ("OfferParticipants") registered as such on Friday, 22 July 2005 (the "RecordDate"). This represents 19.97% of Absa's current issued ordinary sharecapital. 3.2 All valid tenders in respect of the Recommended Offer have been acceptedin full. 3.3 Dematerialised Offer Participants will have their relevant accountwith their CSDP or Broker debited with the Absa Ordinary Sharesdisposed of pursuant to the Recommended Offer and credited withthe Consideration on Wednesday, 27 July 2005. 3.4 The Consideration will be posted to Certificated Offer Participants ordeposited directly into their bank accounts should there be an existing mandate(if Documents of Title are received on or prior to the Record Date) and balancecertificates will be posted to them on Wednesday, 27 July 2005. 4. Barclays holding in Absa When aggregating the Absa Ordinary Shares acquired pursuant to the RecommendedAcquisition and the Absa Ordinary Shares acquired by way ofon market purchases up to Friday, 22 July 2005, Barclays holds 53.96%of Absa's current issued ordinary share capital. 5. Changes to the board of Absa As a result of the successful completion of the RecommendedAcquisition, Shareholders are advised that with effect from Wednesday,27 July 2005: 5.1 Mr Dominic Bruynseels, currently Chief Executive Officer ofBarclays Africa, will be appointed as the fourth executive directorof Absa and as an executive director on the board of Absa BankLimited; 5.2 Mr David L Roberts, Director of Barclays PLC and Chief Executiveof Barclays International Retail and Commercial Banking and MrNaguib Kheraj, Group Finance Director of Barclays PLC will beappointed as non-executive directors of Absa and Absa BankLimited; and 5.3 Dr Johan van Zyl and Mr Patrice Motsepe, the Sanlam nominees to theboards of Absa and Absa Bank Limited, and Mr Theo van Wyk, the Remgronominee to the boards of Absa and Absa Bank Limited, will resign asdirectors of Absa and Absa Bank Limited. All required approvals and regulatory clearances in respect of the abovehave been obtained. 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 3160Johannesburg25 July 2005 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 This information is provided by RNS The company news service from the London Stock ExchangeRelated Shares:
Barclays