14th Jun 2005 07:00
Barclays PLC13 June 2005 Barclays PLC 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. Text of Absa announcement made on Monday 13 June 2005: Absa Group Limited Barclays PLC(Incorporated in the Republic of South Africa) (Registered in England) (Registration number: 1986/003934/06) (Registration number: 0048839)JSE CODE: ASA LSE CODE: BARCISIN CODE: ZAE000013389 ISIN CODE: GB0031348658("Absa") RESULTS OF THE SCHEME MEETING AND THE GENERAL MEETING AND POSSIBLE REVISED DATESINTRODUCTION Shareholders are referred to the joint announcement released on 9 May 2005 andthe circular to shareholders dated 20 May 2005 regarding Barclays Bank PLC's("Barclays") proposed acquisition of up to 60% of the Absa ordinary shares atR82,50 per share (the "Recommended Acquisition"). Shareholders are reminded thatthe Recommended Acquisition is being effected through two inter-conditionalprocesses: (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"). SCHEME MEETING At the meeting of scheme members ("scheme meeting") held on Monday, 13 June2005, scheme members present in person or represented by proxy holding 550 972336 Absa Ordinary shares voted in favour of the scheme, which votes represented99.01% of the total number of votes exercised by the scheme members present andvoting either in person or by proxy at the scheme meeting. As a result, thescheme was approved by the requisite majority of votes of scheme members. GENERAL MEETINGAt the general meeting of Absa Shareholders held on Monday, 13 June 2005, theordinary resolution waiving the requirement under the Securities Regulation Codeon Takeovers and Mergers (the "SRP Code") for Barclays to make a mandatory offerto all Absa Shareholders for all of their Absa shares was approved by therequisite majority of independent Shareholders (i.e. excluding Barclays) as wellas by the requisite majority of the independent Ordinary Shareholders (i.e.excluding the Preference Shareholders). In addition, the requisite majority ofindependent Shareholders approved the ordinary resolutions appointing MessrsDominic Bruynseels, David Roberts and Naguib Kheraj, the Barclays nominees, tothe Absa board of directors. OUTSTANDING CONDITIONS PRECEDENT TO WHICH THE RECOMMENDED ACQUISITION IS SUBJECT The Recommended Acquisition is still subject to the fulfilment 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; • all regulatory approvals to effect the Recommended Acquisition having been granted; • by no later than five business days prior to the scheduled Court hearing date to sanction the Scheme, no material adverse circumstance relating to the financial or business affairs of Absa having arisen; • prior to the scheduled Court hearing to sanction the Scheme, Absa not having undertaken or allowed to occur any unusual corporate action or frustrating action; • there being no change nor proposed change in any law, regulation or policy of the Republic of South Africa on or before five business days prior to the scheduled Court hearing date to sanction the Scheme, which would restrict Barclays ability to transmit freely capital injected into, and/or dividends paid out 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 the Registrar of Companies. POSSIBLE REVISED DATES The Scheme is not yet unconditional as the conditions precedent remainoutstanding, in particular the condition precedent relating to the RecommendedOffer being declared unconditional as to acceptances remains outstanding. Thiscondition precedent requires Ordinary Shareholders to tender such number of AbsaOrdinary Shares in the Recommended Offer which, when accepted by Barclays, wouldresult in it holding 56.5% of all Absa Ordinary Shares (taking into accountshares to be acquired pursuant to the Scheme and any on-market purchases byBarclays), and Sanlam and Remgro to tender their Absa Ordinary Shares pursuantto the undertakings which they have given in favour of Barclays. At presentBarclays holds shares and has received tenders and commitments to tender which,when aggregated with shares to be acquired pursuant to the Scheme, would amountto 51.0% of all Absa Ordinary Shares. Under the current timetable there is to bea Court hearing to sanction the Scheme on 21 June 2005. If the 56.5% acceptancecondition for the Recommended Offer has not been fulfilled by that date Absa andBarclays may seek to postpone the Court sanction to allow for its fulfillment.Any such postponement would be for as short a period as possible and would besubject to the Court's confirmation on 21 June 2005. CHAIRMAN'S REPORT Copies of the Chairman's report to the Court on the scheme meeting will beavailable to any Shareholder on request, free of charge, from Tuesday, 14 June2005 during normal business hours at the office of the Absa Group Secretary, 3rdFloor, Absa Towers East, 170 Main Street, Johannesburg, being Absa's registeredoffice and at the office of the Chairman being Brait South Africa Limited, 9Fricker Road, Illovo, Johannesburg. FURTHER ANNOUNCEMENT In the event that a decision is taken by Absa and Barclays to postpone theapplication to Court to sanction the Scheme, an announcement of any reviseddates will be released on SENS no later than Tuesday, 21 June 2005 and publishedin the press the following day. Shareholders should note that if the applicationto Court to sanction the Scheme is postponed, all the subsequent dates will bepostponed accordingly. In the event of the application to sanction the Schemeproceeding and being granted by the Court, the Finalisation Date announcementdeclaring that the Scheme and the Recommended Offer are unconditional in everyrespect will be released on SENS on Tuesday, 21 June 2005 and in the press onWednesday, 22 June 2005. Johannesburg 13 June 2005 Financial advisors to Absa Financial advisors to BarclaysGoldman Sachs International JPMorganMerrill 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) Limited Co-sponsor to AbsaAbsa Corporate & Merchant Bank Reporting Accountants to AbsaErnst & YoungKPMG Absa and Barclays have also today issued the following joint media release: Absa shareholders express overwhelming support for Barclays transactionAbsa shareholders voted overwhelmingly in favour of a scheme proposed byBarclays to acquire 32% of all Absa ordinary shares and in addition waived therequirement for Barclays to make a mandatory offer for all of Absa's shares atshareholder meetings today, Monday 13 June 2005. These were pre-conditions tothe scheme and partial offer becoming effective.The Absa board's recommendation to shareholders of the scheme of arrangementproposed by Barclays, was accepted by shareholders holding 99.01% of allordinary shares, present in person or by proxy.Barclays required the support of a minimum of shareholders holding 75% of allordinary shares, present in person or by proxy at the scheme meeting to take theprocess to the next step - the court hearing to sanction the scheme ofarrangement, subject to all other conditions being fulfilled. A successfuloutcome to the court hearing would result in the scheme becoming unconditional,requiring all Absa ordinary shareholders to dispose of 32% of their Absa sharesto Barclays.The scheme of arrangement is the first part of the proposed acquisition byBarclays of a 60% interest in Absa. The second part is the partial offer to allordinary shareholders to acquire an additional 28% of their shares. Barclays isoffering R82.50 per share, payable in cash, representing a total considerationfor the scheme and partial offer of R33 billion.Shareholders also agreed at the meeting to waive the requirement under the SouthAfrica Takeover Code to make a mandatory offer to all shareholders for all oftheir Absa shares. This resolution, which required the support of a majority ofindependent shareholders, present in person or by proxy, was passed by amajority of more than 94%.The scheme and the offer are interconditional. At present Barclays holds sharesand has received tenders and commitments to tender which, when aggregated withshares to be acquired under the Scheme, would amount to 51% of all Absa OrdinaryShares.In order for the scheme and the offer to become effective, Barclays requiresshareholders to tender such number of shares through the partial offer thatBarclays will hold 56.5% of all Absa ordinary shares. If the 56.5% acceptancecondition has not been fulfilled by the date of the court hearing to sanctionthe Scheme, currently scheduled for 21 June, Absa and Barclays may seek topostpone the hearing to allow for its fulfilment. Any such postponement would befor as short a period as possible and would be subject to the Court'sconfirmation.Absa Group Chairman, Dr Danie Cronje believes that the transaction received theoverwhelming support from Absa shareholders because it ensures all shareholderswill participate equally in an attractive deal: "In the interests of treatingall shareholders equally, the structure of the scheme of arrangement has beendesigned to ensure a satisfactory level of participation by all of Absa'sordinary shareholders, while at the same time enabling those shareholders whowish to participate to a greater extent to do so."All shareholders stand to benefit from this deal. Firstly, they will receive agood price for the shares they tender in response to the Barclays offer, andsecondly, they can retain a holding in Absa and share in the expected futureupside."The R33 billion deal is South Africa's single largest foreign direct investment,providing a boost to the economy and demonstrating a strong vote of confidencein the country. The transaction would create a powerful combination, bringingtogether Absa's leading retail expertise and strong domestic brand with Barclaysglobal brand strength and reach and its world-class product capabilities.David Roberts, Chief Executive of Barclays International Retail and CommercialBanking comments: "Shareholder support for this transaction moves us a stepcloser to the creation of a powerful combined business. We believe that thealignment between Barclays and Absa's values - focus on the consumer and onperforming for shareholders - will allow us to create competitive advantage andreal value for all stakeholders, including the wider community in South Africa.""We look forward, once the deal completes, to working with our counterparts inAbsa to deliver the synergies which have been identified and to beginning theprocess of bringing the best of Barclays and Absa to bear on customers' behalf."Absa Group Chief Executive Dr Steve Booysen is looking forward to completing thetransaction: "These are very exciting times for Absa, Barclays and South Africa,because the transaction will help Absa accelerate the achievement of itsstrategic intent, namely to build the leading financial services business inSouth Africa and ultimately the pre-eminent bank on the African continent."This transaction is based on sound business practices and embraces theprinciple of growth, for Absa, Barclays, our employees and customers. The fitbetween the organisations is good and we share standards of excellence that havemade both organisations successful. After the deal completes, I look forward toworking with my new Barclays colleagues." - 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 - JohannesburgRob Pinker+27 (0) 11 268 5750 Disclaimer Statements in this announcement include forward-looking statements that involverisks and uncertainties. You can generally identify forward-looking statementsby the use of terminology such as "may", "will", "expect", "intend", "plan","estimate", "anticipate", "believe", or similar phrases. All statements other than statements of historical facts are forward-lookingstatements. Actual future events could differ materially from theseforward-looking statements and you are cautioned not to place undue reliance onthem. The information in this announcement is made as of the date hereof. All writtenand oral forward-looking statements attributable to Absa and Barclays or personsacting on their behalf are qualified in their entirety by these cautionarystatements. This information is provided by RNS The company news service from the London Stock ExchangeRelated Shares:
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