REG - Barclays PLC - Placing of 63m ordinary shares in Absa Group

BarclaysAnnouncement

21/04/2022 07:00

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RNS Number : 8227I  Barclays PLC  21 April 2022

 

 

NOT FOR PUBLICATION, RELEASE OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE
OR IN PART, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA, JAPAN OR ANY
OTHER JURISDICTION IN WHICH IT WOULD BE UNLAWFUL TO DO SO. PLEASE SEE THE
IMPORTANT NOTICE AT THE END OF THIS ANNOUNCEMENT. THIS ANNOUNCEMENT DOES NOT
CONSTITUTE AN OFFER OF ANY OF THE SECURITIES DESCRIBED HEREIN.

 

 

 

21 April 2022

 

 

PLACING OF 63 MILLION ORDINARY SHARES IN ABSA GROUP LIMITED ("ABSA")

 

 

Further to the announcement released on 20 April 2022, Barclays, via its
wholly owned subsidiary, Barclays Principal Investments Limited, has agreed to
sell 63,072,651 ordinary shares in the capital of Absa (the "Placing Shares")
(representing 7.4% of Absa's issued share capital) at a price of ZAR 164.0 per
share through an accelerated bookbuild placing (the "Placing"), raising
aggregate gross sale proceeds of approximately ZAR 10,344 million (£526
million(1)). The Placing is estimated to result in a pro forma increase of
approximately 10 basis points to the Barclays group's (the "Group") CET1 ratio
as at 31 December 2021 and a loss on sale of £43 million through the income
statement. Barclays has reflected a gain of £121 million recorded through
Other Comprehensive Income representing the increase in value of the shares in
the period from 31 December 2021 to immediately prior to the Placing on 20
April 2022.

 

Following completion of the Placing, Barclays will hold 63 million ordinary
shares in Absa, representing approximately 7.4% of Absa's issued share
capital.

 

Barclays Bank PLC, acting through its investment bank ("Barclays Investment
Bank") is acting as global co-ordinator and bookrunner (the "Global
Co-ordinator"). Citigroup Global Markets Limited ("Citigroup"), Absa Bank
Limited, acting through its Corporate and Investment Banking division ("Absa
Bank"), Banco Santander, S.A. ("Santander") and Société Générale
("Société Générale") are acting as Co-Bookrunners (together with the
Global Co-ordinator, the "Banks").

 

All of the remaining ordinary shares in Absa held by Barclays or its
subsidiaries not sold in the Placing are now subject to a lock-up restriction,
which applies until 60 days after settlement. During this period, the lock-up
restriction may be waived with the consent of Barclays Investment Bank and
Citigroup (such consent not to be unreasonably withheld or delayed).

 

The proceeds of the Placing are payable in cash on usual South African
settlement terms, and settlement of the Placing is expected to occur on a T+3
basis on 26 April 2022, subject to the satisfaction or waiver of certain
customary conditions.

 

The net proceeds of the Placing will be used for general corporate purposes of
the Group.

( )

(1)Exchange rate GBP/ZAR 19.651 as of 20 April 2022 (source: Bloomberg)

 

Enquiries:

 

Barclays Investor Relations:

Chris Manners +44 (0)20 7773 2136

 

Barclays Media Relations:

Jonathan Tracey +44 (0)20 7116 4755

 

Barclays Investment Bank (Global Co-ordinator and Bookrunner):

Manuel Esteve +44 (0)20 3134 6646

Ben Newmark +44 (0)20 7773 8300

Nikita Turkin +44 (0)20 3134 8747

 

 

IMPORTANT NOTICE

IN THIS ANNOUNCEMENT REFERENCES TO "BARCLAYS" ARE TO BARCLAYS PRINCIPAL
INVESTMENTS LIMITED IN ITS CAPACITY AS SELLER OF THE PLACING SHARES AND TO
BARCLAYS PLC.

THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN IS FOR INFORMATION
PURPOSES ONLY AND DOES NOT CONSTITUTE AN OFFER TO SELL OR THE SOLICITATION OF
AN OFFER TO BUY ANY OF THESE SECURITIES IN THE UNITED STATES, CANADA,
AUSTRALIA, JAPAN OR ANY OTHER JURISDICTION IN WHICH SUCH OFFER, SOLICITATION
OR SALE WOULD BE UNLAWFUL PRIOR TO REGISTRATION OR QUALIFICATION UNDER THE
SECURITIES LAWS OF ANY SUCH JURISDICTION. THE SECURITIES HAVE NOT BEEN, AND
WILL NOT BE, REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933 (THE
"SECURITIES ACT"). ANY SUCH SECURITIES MAY NOT BE OFFERED OR SOLD IN THE
UNITED STATES EXCEPT PURSUANT TO AN EXEMPTION FROM THE REGISTRATION
REQUIREMENTS OF THE SECURITIES ACT. NO PUBLIC OFFER OF SECURITIES IS TO BE
MADE IN THE UNITED STATES AND NEITHER THIS ANNOUNCEMENT NOR ANY COPY OF IT MAY
BE TAKEN, TRANSMITTED OR DISTRIBUTED, DIRECTLY OR INDIRECTLY, IN OR INTO OR
FROM THE UNITED STATES (INCLUDING ITS TERRITORIES AND POSSESSIONS, ANY STATE
OF THE UNITED STATES AND THE DISTRICT OF COLUMBIA), CANADA, AUSTRALIA OR
JAPAN. ANY FAILURE TO COMPLY WITH THIS RESTRICTION MAY CONSTITUTE A VIOLATION
OF UNITED STATES, CANADIAN, AUSTRALIAN OR JAPANESE SECURITIES LAWS.

THIS ANNOUNCEMENT AND ANY OFFER OF SECURITIES TO WHICH IT RELATES ARE ONLY
ADDRESSED TO AND DIRECTED AT: (A) PERSONS IN MEMBER STATES OF THE EEA WHO ARE
QUALIFIED INVESTORS WITHIN THE MEANING OF ARTICLE 2(E) OF PROSPECTUS
REGULATION (REGULATION (EU) 2017/1129) (THE "EU PROSPECTUS REGULATION"); AND
(B) IN THE UNITED KINGDOM, PERSONS WHO ARE (I) "INVESTMENT PROFESSIONALS"
SPECIFIED IN ARTICLE 19(5) OF THE FINANCIAL SERVICES AND MARKETS ACT
(FINANCIAL PROMOTION) ORDER 2005 (THE "ORDER") AND/OR (II) FALL WITHIN ARTICLE
49(2)(A) TO (D) OF THE ORDER (AND ONLY WHERE THE CONDITIONS CONTAINED IN THOSE
ARTICLES HAVE BEEN, OR WILL AT THE RELEVANT TIME BE, SATISFIED) AND (III) ARE
QUALIFIED INVESTORS WITHIN THE MEANING OF ARTICLE 2 OF THE PROSPECTUS
REGULATION AS IT FORMS PART OF RETAINED EU LAW BY VIRTUE OF THE EUROPEAN UNION
(WITHDRAWAL) ACT 2018 (THE "UK PROSPECTUS REGULATION").

THIS ANNOUNCEMENT DOES NOT, AND SHALL NOT, IN ANY CIRCUMSTANCES CONSTITUTE A
PUBLIC OFFERING, NOR AN OFFER TO SELL OR TO SUBSCRIBE, NOR A SOLICITATION TO
OFFER TO PURCHASE OR TO SUBSCRIBE FOR SECURITIES IN ANY JURISDICTION. THE
DISTRIBUTION OF THIS ANNOUNCEMENT AND THE OFFERING OR SALE OF THE SECURITIES
IN CERTAIN JURISDICTIONS MAY BE RESTRICTED BY LAW. NO ACTION HAS BEEN TAKEN BY
BARCLAYS OR ANY OF THE BANKS OR ANY OF THEIR RESPECTIVE AFFILIATES THAT WOULD,
OR WHICH IS INTENDED TO, PERMIT A PUBLIC OFFER OF THE SECURITIES IN ANY
JURISDICTION OR POSSESSION OR DISTRIBUTION OF THIS ANNOUNCEMENT OR ANY OTHER
OFFERING OR PUBLICITY MATERIAL RELATING TO THE SECURITIES IN ANY JURISDICTION
WHERE ACTION FOR THAT PURPOSE IS REQUIRED. PERSONS INTO WHOSE POSSESSION THIS
ANNOUNCEMENT COMES ARE REQUIRED BY BARCLAYS AND THE BANKS TO INFORM THEMSELVES
ABOUT AND TO OBSERVE ANY APPLICABLE RESTRICTIONS.

WITH RESPECT TO THE MEMBER STATES OF THE EUROPEAN ECONOMIC AREA WHICH HAVE
IMPLEMENTED THE EU PROSPECTUS REGULATION (EACH A "RELEVANT MEMBER STATE") AND
THE UNITED KINGDOM, NO ACTION HAS BEEN UNDERTAKEN OR WILL BE UNDERTAKEN TO
MAKE AN OFFER TO THE PUBLIC OF THE PLACING SHARES REQUIRING A PUBLICATION OF A
PROSPECTUS IN ANY RELEVANT MEMBER STATE OR IN THE UNITED KINGDOM. AS A
CONSEQUENCE, THE PLACING SHARES MAY ONLY BE OFFERED OR SOLD IN ANY RELEVANT
MEMBER STATE PURSUANT TO AN EXEMPTION UNDER THE EU PROSPECTUS REGULATION, AND,
WITH RESPECT TO THE UNITED KINGDOM, PURSUANT TO AN EXEMPTION UNDER THE UK
PROSPECTUS REGULATION, EACH AS AMENDED FROM TIME TO TIME. NO PROSPECTUS OR
OFFERING DOCUMENT HAS BEEN OR WILL BE PREPARED IN CONNECTION WITH THE PLACING.
ANY INVESTMENT DECISION TO BUY SECURITIES IN THE PLACING MUST BE MADE SOLELY
ON THE BASIS OF PUBLICLY AVAILABLE INFORMATION. SUCH INFORMATION IS NOT THE
RESPONSIBILITY OF AND HAS NOT BEEN INDEPENDENTLY VERIFIED BY ANY OF BARCLAYS
OR THE BANKS OR ANY OF THEIR RESPECTIVE AFFILIATES.

EACH OF THE GLOBAL CO-ORDINATOR AND CITIGROUP IS AUTHORISED BY THE PRUDENTIAL
REGULATION AUTHORITY AND REGULATED BY THE FINANCIAL CONDUCT AUTHORITY AND
PRUDENTIAL REGULATION AUTHORITY, AND ABSA BANK IS REGULATED BY THE FINANCIAL
SECTOR CONDUCT AUTHORITY AND THE SOUTH AFRICAN RESERVE BANK, AND SANTANDER IS
AUTHORISED AND REGULATED BY THE BANK OF SPAIN AND SUBJECT TO SUPERVISION BY
THE BANK OF SPAIN AND BY THE EUROPEAN CENTRAL BANK AND TO LIMITED REGULATION
BY THE FCA AND THE PRA, AND SOCIÉTÉ GÉNÉRALE IS A FRENCH CREDIT
INSTITUTION (BANK), AUTHORISED AND SUPERVISED BY THE EUROPEAN CENTRAL BANK
(ECB) AND THE AUTORITÉ DE CONTRÔLE PRUDENTIEL ET DE RÉSOLUTION (ACPR) (THE
FRENCH PRUDENTIAL CONTROL AND RESOLUTION AUTHORITY) AND REGULATED BY THE
AUTORITÉ DES MARCHÉS FINANCIERS (THE FRENCH FINANCIAL MARKETS REGULATOR)
(AMF). EACH OF THE BANKS IS ACTING FOR BARCLAYS ONLY IN CONNECTION WITH THE
PLACING AND WILL NOT BE RESPONSIBLE TO ANYONE OTHER THAN BARCLAYS FOR
PROVIDING THE PROTECTIONS OFFERED TO THEIR RESPECTIVE CLIENTS, NOR FOR
PROVIDING ADVICE IN RELATION TO THE PLACING OR ANY MATTERS REFERRED TO IN THIS
ANNOUNCEMENT.

THIS ANNOUNCEMENT HAS BEEN ISSUED ON BEHALF OF AND IS THE SOLE RESPONSIBILITY
OF BARCLAYS. NO REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, IS OR WILL BE
MADE AS TO, OR IN RELATION TO, AND NO RESPONSIBILITY OR LIABILITY IS OR WILL
BE ACCEPTED BY THE BANKS OR ANY OF THEIR RESPECTIVE AFFILIATES (EXCLUDING
BARCLAYS) AS TO, OR IN RELATION TO, THE ACCURACY OR COMPLETENESS OF THIS
ANNOUNCEMENT OR ANY STATEMENT MADE IN CONNECTION WITH THE MATTERS REFERRED TO
HEREIN, AND ANY LIABILITY (WHETHER ARISING IN TORT, CONTRACT OR OTHERWISE) IS
THEREFORE EXPRESSLY DISCLAIMED.

 

Forward-looking statements

This announcement contains forward-looking statements within the meaning of
Section 21E of the US Securities Exchange Act of 1934, as amended, and Section
27A of the US Securities Act of 1933, as amended, with respect to the Group.
Barclays cautions readers that no forward-looking statement is a guarantee of
future performance and that actual results or other financial condition or
performance measures could differ materially from those contained in the
forward-looking statements. These forward-looking statements can be identified
by the fact that they do not relate only to historical or current facts.
Forward-looking statements sometimes use words such as 'may', 'will', 'seek',
'continue', 'aim', 'anticipate', 'target', 'projected', 'expect', 'estimate',
'intend', 'plan', 'goal', 'believe', 'achieve' or other words of similar
meaning. These statements are based on the current beliefs and expectations of
Barclays' management and are subject to significant risks and uncertainties.
Actual outcomes may differ materially from those expressed in the
forward-looking statements. Factors that could impact Barclays' future
financial condition and performance are identified in Barclays PLC's filings
with the US Securities Exchange Commission ("SEC") (including, without
limitation, Barclays PLC's Annual Report on Form 20-F for the fiscal year
ended 31 December 2021), which are available on the SEC's website at
www.sec.gov (http://www.sec.gov) .

Subject to Barclays' obligations under the applicable laws and regulations of
any relevant jurisdiction, (including, without limitation, the UK and the US),
in relation to disclosure and ongoing information, we undertake no obligation
to update publicly or revise any forward-looking statements, whether as a
result of new information, future events or otherwise.

 

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