BancABC embarks on a rights offer to raise P356 million

African Banking Corporation Holdings (ABCH) intends to embark on a Rights Offer in which it seeks to raise BWP 356,666,666 (approximately US$ 50.0m) and offers 83,333,333 shares at a price of BWP 4.28 on the basis of 1 new share for every 1.79 ordinary shares held.

African Development Corporation (ADC) (holding approximately 23.2% of ABCH) will follow its rights and is prepared to underwrite the Rights Offer. Depending on the take up of the Rights Offer by other shareholders, ADC may end up holding more than 35% of the issued shares (after the Rights Offer) of ABCH. In terms of BSE Requirements, ADC will be obliged to make an offer to all other shareholders of ABCH at a price of BWP 4.28 per share. The underwriting agreement is conditional upon the waiver being obtained. The BSE has indicated it will waive the requirement provided that the majority of independent shareholders other than ADC waive the obligation also.

Shareholders are advised that the AGM of the company shall be held in the Boardroom, ABC House, BancABC Botswana, Plot 62433, Fairground Office Park, Gaborone, Botswana on Wednesday 30 May 2012 at 1200hrs to conduct the normal business conducted at such meetings. The special business tabled is as follows:

1. To consider waiver of the BSE requirement that ADC (African Development Corporation) in the event it acquires such a number of Rights Offer Shares, pursuant to the Rights Offer and the underwriting thereof, which together with the shares already held by it, ADC make an offer to purchase the shares in ABCH held by other shareholders at a price of BWP 4.28.

2. To amend the Articles of Association and to adopt a Constitution in its place under Section 43(3) of the Act.

The Rights Offer is essential for the following reasons:
i. To enable the company to complete its retail banking roll out by further investing in systems, people and distribution channels.
ii. To increase the capital of each of the operating subsidiaries.
iii. To enable each of the operating subsidiaries to grow its footprint and market share.
iv. To enable each subsidiary to be rated in the top ten banks in the country of operation.

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