DGAP-Adhoc: ADC's subsidiary, BancABC, strengthens its equity position ++ ADC's pooling agreements with aligned investors guarantee control in BancABC ++ ADC initiates takeover offer for BancABC ++ Ap

ADC African Development Corporation GmbH & Co. KGaA / Key word(s): Offer

29.05.2013 09:07

Dissemination of an Ad hoc announcement according to § 15 WpHG, transmitted
by DGAP - a company of EquityStory AG.
The issuer is solely responsible for the content of this announcement.

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ADC African Development Corporation GmbH & Co. KGaA (ADC), ISIN
DE000A1E8NW9, announces that the Management and the Supervisory Board
resolved to engage in pooling agreements with aligned investors in ABC
Holdings Limited, Botswana (BancABC) and additionally to submit a mandatory
takeover offer to the minority shareholders of BancABC. Additionally it was
resolved to take the next steps to transform ADC into a stock corporation
(AG) by applying as an AG for listing in the Entry Standard of the
Frankfurt Stock Exchange.

ADC's subsidiary, BancABC, has announced the allotment of 24,080,230
ordinary shares to the International Finance Corporation (IFC), a member of
the World Bank Group, upon the conversion of a convertible loan of BWP 78.0
million (EUR 7.0 million).

ADC has engaged in pooling agreements with two aligned minority investors
of BancABC for a further 7,741,562 shares in the banking group. The
underlying shares in the pooling agreements were purchased at a price below
USD 0.60 per share. Through these two pooling agreements, ADC is guaranteed
to maintain control of BancABC with 50.1% majority post conversion by the
IFC.

In addition, ADC will undertake a mandatory takeover offer to minority
shareholders of BancABC and offer a cash payment equal to the price at
which ADC acquired a majority shareholding while acting as an underwriter
of the bank's rights issue in July 2012. The mandatory takeover offer will
be executed at a price of USD 0.60 per share on the Zimbabwe Stock Exchange
and at the exchange rate equivalent of BWP 5.05 on the Botswana Stock
Exchange. The takeover offer will be made in accordance with the terms
specified in the offer document, which will be made available online at
www.african-development.com in due course. The financing for the uptake of
the mandatory takeover offer has been secured from co-investors.

The next step in the transformation of ADC into a stock corporation (AG)
will be to submit an application for listing the new corporation in the
Entry Standard segment of the Frankfurt Stock Exchange in due course.

--End of the ad-hoc announcement and explanations--

Dirk Harbecke, CEO of ADC commented: 'ADC's vision is to strengthen its
existing banking operations, expand into further attractive banking markets
and to establish a pan-African banking group over the next 2-3 years. The
strengthened equity position and shareholder base of BancABC is an
important step to secure further access to funding. By engaging in pooling
agreements and executing the takeover offer, we aim to firm-up our control
in BancABC and to realize our vision together with the strong BancABC
Management team.'

Alastair Newton, Chairman of ADC commented: 'Irrespective of the outcome of
the mandatory offer, this week's first ever joint Board meeting was an
important step forward in the consolidation of ADC and BancABC as we launch
our ambitious drive towards the creation of a pan-African banking group.'

ADC's Extraordinary General Meeting resolved the transformation of the
company into a stock corporation (AG) in January 2013 to reflect the
strategic enhancements in the corporate structure. ADC has spent the last
months preparing the legal documentation as well as the 2012 Annual Report
that will be released at the beginning of June with the first time
consolidation of BancABC. In order to complete the registration of the AG
in the commercial register, the company is required to renew its listing on
the stock exchange.

Dirk Harbecke commented further: 'In order to remain a fast moving player
during our envisioned expansion in the sub-Saharan African banking market
over the next years, we have decided to apply for a re-listing in the Entry
Standard to increase operational flexibility and reduce costs. I would like
to assure all current and future shareholders that the shares will remain
tradable at all times and reporting standards will remain high.'

The company expects to list the AG in the Entry Standard in the second
half-year of 2013. Shareholders will be informed about both the result of
the takeover offer and once the listing becomes effective.

About ADC
ADC African Development Corporation (ADC) (ISIN: DE000A1E8NW9; Bloomberg:
AZC.GR, www.african-development.com), is a German listed, emerging
pan-African banking group. ADC has a strong footprint in Southern Africa
via BancABC, a regional commercial banking platform operating in Botswana,
Mozambique, Tanzania, Zambia and Zimbabwe as well as in West Africa via
Union Bank of Nigeria. Parallel to its banking operations, ADC has a
private equity portfolio active in growth markets across sub-Saharan
Africa. ADC follows an active management approach with a team of experts
that comprise operational banking management, investment banking and
merchant banking expertise. ADC optimizes its risk-return profile through a
political risk insurance solution offered by the MIGA (World Bank Group).

Contact:
Investor Relations
investor-relations@african-development.com
T +49 69 719 12 80 119

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Language: English
Company: ADC African Development Corporation GmbH & Co. KGaA
Grüneburgweg 18
60322 Frankfurt/Main
Germany
Phone: +49 69 719 12 80 119
Fax: +49 69 719 12 80 999
E-mail: info@african-development.com
Internet: www.african-development.com
ISIN: DE000A1E8NW9
WKN: A1E8NW
Listed: Regulierter Markt in Frankfurt (Prime Standard); Freiverkehr
in Berlin, Düsseldorf

End of Announcement DGAP News-Service

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