Statement re Absa

Barclays PLC 04 July 2005 4 July 2005 Absa Group Limited (Registration number: 1986/003934/06) (Incorporated in the Republic of South Africa) JSE CODE: ASA ISIN CODE: ZAE000013389 ('Absa') Barclays Bank PLC (Registration number: 1026167) (Incorporated in England) ('Barclays') WAIVE DOWN AND FULFILMENT OF MINIMUM ACCEPTANCE CONDITION AND RECOMMENDED OFFER DECLARED UNCONDITIONAL AS TO ACCEPTANCES 1. Introduction Shareholders are referred to the joint announcements released on 9 May 2005 and 21 June 2005 and the circular to shareholders dated 20 May 2005 regarding Barclays proposed acquisition of up to 60% of the Absa ordinary shares at R82.50 per share (the 'Recommended Acquisition'). Shareholders are reminded that the Recommended Acquisition is being effected through two inter-conditional processes: (i) the scheme of arrangement proposed by Barclays between Absa and the Absa Ordinary Shareholders, excluding the Absa Group Limited Share Incentive Scheme Trust and the Barclays Group (save to the extent that members of that group may hold Absa Ordinary Shares on behalf of third parties), pursuant to which Barclays will acquire 32% of each such Ordinary Shareholder's shares (the 'Scheme'); and (ii) the partial offer by Barclays to all Absa Ordinary Shareholders and Preference Shareholders (together 'Shareholders') to acquire from each such Shareholder an additional 28% of his or her shares (the 'Recommended Offer'). 2. Waive down and fulfilment of condition and Recommended Offer declared unconditional as to acceptances At present Barclays holds shares and has received tenders which, when aggregated with shares to be acquired pursuant to the Scheme, would amount to 52.2% of all Absa Ordinary Shares. In preparation for the High Court of South Africa (Witwatersrand Local Division) hearing to sanction the Scheme to be held on Tuesday, 5 July 2005, Barclays has waived down the minimum acceptance level condition to a lower percentage level (of all Absa Ordinary Shares) namely, 50.1% which has the effect of fulfilling the minimum acceptance level condition. Accordingly Barclays declares the Recommended Offer unconditional as to acceptances. Johannesburg 4 July 2005 Financial advisors to Absa Financial advisors to Barclays Goldman Sachs International JPMorgan Merrill Lynch International Barclays Capital Absa Corporate & Merchant Bank Attorneys to Absa Attorneys to Barclays Webber Wentzel Bowens Deneys Reitz Inc. International Attorneys to Absa International Attorneys to Barclays Linklaters Clifford Chance LLP Independent Advisor to Absa's Board N.M. Rothschild Sponsor to Absa Merrill Lynch South Africa (Pty) Ltd Co-sponsor to Absa Absa Corporate & Merchant Bank Reporting Accountants to Absa Ernst & Young KPMG This information is provided by RNS The company news service from the London Stock Exchange

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