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Finalisation announcement in respect of the scheme of arrangement and preference share dividend declaration
ABSA BANK LIMITED
Incorporated in the Republic of South Africa
(Registration Number: 1986/004794/06)
ISIN: ZAE000079810
JSE Share Code: ABSP
("Absa Bank" or the "Company")
FINALISATION ANNOUNCEMENT IN RESPECT OF THE OFFER BY ABSA BANK TO
REPURCHASE THE PREFERENCE SHARES IN ABSA BANK BY WAY OF A SCHEME OF
ARRANGEMENT AND PREFERENCE SHARE DIVIDEND DECLARATION
Unless otherwise defined in this announcement, words and expressions contained herein shall have
the same meanings as assigned to them in the circular distributed to preference shareholders dated 2
May 2025 ("Circular").
1. INTRODUCTION
Preference Shareholders are referred to the firm intention announcement released on the Stock
Exchange News Service ("SENS") on Thursday, 17 April 2025, the Circular incorporating a notice
convening a meeting of Preference Shareholders and the results of the Scheme Meeting
released on the SENS on Tuesday, 3 June 2025 wherein it was confirmed that the Scheme was
duly approved by the Preference Shareholders.
2. FULFILMENT OF SCHEME CONDITIONS
Preference Shareholders are advised that all of the remaining Scheme Conditions have now
been fulfilled and/or waived, as applicable, and that the Scheme has accordingly become
unconditional. Preference Shareholders are further advised that the TRP has issued a
compliance certificate in respect of the Scheme in accordance with section 119(4)(b) of the
Companies Act. Consequently, the Scheme has become operative, and Absa Bank will proceed
with the implementation of the Scheme.
The effect of the Scheme will be:
• Absa Bank will repurchase all of the Scheme Shares for the Scheme Consideration with
effect from the Scheme Operative Date;
• Scheme Shares shall be Delisted from the Main Board of the JSE (once approved by the
JSE) and shall thereafter be cancelled and revert to the authorised but unissued share
capital of the Company.
Scheme Participants will therefore receive the Scheme Consideration on the Scheme
Consideration Settlement Date as indicated in the timetable below.
As a result of the Scheme becoming unconditional and operative, the Standby Offer will not be
implemented.
3. REMAINING SALIENT DATES AND TIMES
The Scheme will be implemented in accordance with the following salient dates and times:
2025
Scheme Finalisation Announcement published in the South African Monday, 7 July
press on
Scheme last day to trade Preference Shares in order for Preference Tuesday, 15 July
Shareholders to be recorded in the Register on the Scheme Record
Date to receive the Scheme Consideration on
Suspension of listing of Preference Shares from the Main Board of Wednesday, 16 July
the JSE at commencement of trading on
Last day to deliver Form of Surrender (pink) in respect of the Friday, 18 July
Scheme and Documents of Title (in order to receive the Scheme
Consideration on the Scheme Operative Date) to be received by the
Transfer Secretaries, by 12h00 on
Scheme Record Date, being the date and time on which Preference Friday, 18 July
Shareholders must be recorded in the Register to receive the
Scheme Consideration, by 17h00 on
Scheme Operative Date on Monday, 21 July
Dematerialised Scheme Participants to have their accounts (held at Monday, 21 July
their CSDP or Broker) debited with the Scheme Shares and credited
with the Scheme Consideration on
Date of settlement of the Scheme Consideration to be paid Monday, 21 July
electronically to Certificated Scheme Participants (if the Form of
Surrender (pink) in respect of the Scheme and Documents of Title
are received by the Transfer Secretaries by 12h00 on the Scheme
Record Date) on
Termination of listing of the Preference Shares on the Main Board of Tuesday, 22 July
the JSE at the commencement of trade on
Notes:
1. All dates and times above are South African dates and times, unless otherwise stated.
4. DECLARATION OF THE PRO-RATA PREFERENCE DIVIDEND
As the Scheme has become unconditional and operative, Preference Shareholders are hereby
advised that a Pro Rata Preference Dividend of 2,970.68493 cents has been approved and
declared by the Board in respect of the period from 1 March 2025 up to but excluding the Scheme
Operative Date, and payable to Eligible Preference Shareholders who remain Preference
Shareholders on the Scheme Record Date. The Board confirms that Absa Bank will satisfy the
solvency and liquidity test immediately after completing the payment of the Pro Rata Preference
Dividend and for twelve months thereafter.
For shareholders who are subject to dividend withholding tax (DWT), tax will be calculated at
20% (or such lower rate as is applicable if a double taxation agreement applies for foreign
shareholders). In accordance with paragraphs 11.17 (a) (i) to (ix) and 11.17 (c) of the JSE Listings
Requirements, the following additional information is disclosed:
• The Pro Rata Preference Dividend has been declared out of income reserves;
• The local Pro Rata Preference Dividend tax rate is twenty percent (20%;)
• The gross local Pro Rata Preference Dividend amount is 2,970.68493 cents per
Preference Share for Preference Shareholders exempt from DWT;
• The net local Pro Rata Preference Dividend amount is 2,376.54795 cents per Preference
Share for Preference Shareholders liable to pay the DWT;
• Absa Bank currently has 4,944,839 Preference Shares in issue
• Absa Bank's income tax reference number is 9575117719
In compliance with the requirements of Strate, the electronic settlement and custody system used
by the JSE, the following salient dates for the payment of the Pro Rata Preference Dividend are
applicable:
Event 2025
Finalisation date Tuesday, 8 July
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Last day to trade cum dividend Tuesday, 15 July
Shares commence trading ex-dividend Wednesday, 16 July
Record date Friday, 18 July
Payment date Monday, 21 July
Share certificates may not be dematerialised or rematerialised from Wednesday, 16 July 2025.
On the Scheme Operative Date (which date is anticipated to take place Monday, 21 July 2025),
the Pro Rata Preference Dividend will be electronically transferred to the bank accounts of
certificated Eligible Preference Shareholders. The accounts of those Eligible Preference
Shareholders who have dematerialised their shares (which are held at their participant or broker)
will also be credited on the Scheme Operative Date (anticipated to take place on Monday, 21
July 2025).
5. RESPONSIBILITY STATEMENT
The Independent Board and the Board, individually and collectively, accept full responsibility for
the accuracy of the information contained in this announcement which relates to Absa Bank and
the Scheme, and certify that, to the best of their knowledge and belief, such information is true,
and that this announcement does not omit any facts that would make any of the information false
or misleading or would be likely to affect the importance of any information contained in this
announcement. The Independent Board and the Board have made all reasonable enquiries to
ascertain that no facts have been omitted, and that this announcement contains all information
required by law.
Johannesburg
4 July 2025
INVESTMENT BANK, CORPORATE ADVISOR AND SPONSOR
Absa Bank Limited
INDEPENDENT TRANSACTION SPONSOR
J.P. Morgan Equities South Africa Proprietary Limited
LEGAL ADVISOR
White and Case Inc.
INDEPENDENT EXPERT
BDO Corporate Finance Proprietary Limited
TRANSFER SECRETARY
Computershare Investor Services Proprietary Limited
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Date: 04-07-2025 11:48:00
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