| Thu 25 Oct 2007, 12:28 | | SBK - Standard Bank Group Limited - Announcement O |
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SBK
SBK
SBK - Standard Bank Group Limited - Announcement Of A Strategic
Partnership Between Standard Bank Group And ICBC
Standard Bank Group Limited
(Incorporated in the Republic of South Africa)
Registration number: 1969/017128/06
JSE Share code: SBK
NSX Share code: SNB
ISIN: ZAE000057378
("Standard Bank Group")
Industrial and Commercial Bank of China Limited
A joint stock company incorporated in the
People`s Republic of China with limited liability
Corporate business licence number:
1000001000396
Shanghai Stock Exchange code: 601398
Hong Kong Stock Exchange code: 1398
("ICBC")
Announcement of a strategic partnership between Standard Bank
Group and ICBC
pursuant to which ICBC will become a 20% shareholder in Standard
Bank Group and
withdrawal of cautionary announcement
Key features:
- Proposed acquisition by ICBC of 20% of Standard Bank Group by
means of an inter-conditional specific issue of new Standard
Bank Group ordinary shares for cash and acquisition from
existing ordinary shareholders in terms of a scheme of
arrangement, each of 10% of the post-issue ordinary share
capital of Standard Bank Group
- ICBC to pay a total consideration of approximately R36.7
billion (US$5.5 billion) to become a 20% shareholder of
Standard Bank Group, R20.7 billion (US$3.1 billion) payable
to shareholders and R15.9 billion (US$2.4 billion)
new proceeds to Standard Bank Group
- Transaction recommended by the boards of both Standard Bank
Group and ICBC and supported by Standard Bank Group
management
- Relationship Agreement between ICBC and Standard Bank Group
to formalise business co-operation and provide for ICBC board
representation on Standard Bank Group board
- New ordinary shares to be issued by Standard Bank Group
priced at the 30 trading day volume weighted average price of
Standard Bank Group ordinary shares ("VWAP") of R104.58 per
share and consideration for shares to be acquired in terms of
the scheme of arrangement to be R136.00 per share, a
premium of 30% to the 30 trading day VWAP
1. INTRODUCTION
The boards of directors of Standard Bank Group and ICBC are
pleased to announce that agreement has been reached regarding the
terms of the proposed acquisition by ICBC of a 20% stake in the
issued ordinary share capital of Standard Bank
Group on a post-transaction basis ("the Transaction").
The Transaction is to be achieved, subject, inter alia, to the
approval of Standard Bank Group ordinary shareholders, through the
following inter-conditional steps:
- a specific issue of Standard Bank Group ordinary shares for
cash to ICBC,representing 11.11% of the issued ordinary share
capital of Standard Bank Group immediately prior to such issue
("the Specific Issue") at an issue price per share of R104.58
("the Issue Price"), which represents the VWAP on the exchange
operated by the JSE Limited ("the JSE") over the 30 trading days
prior to 23 October 2007, being the date on which Standard Bank
Group issued its cautionary announcement; and
- the acquisition by ICBC of Standard Bank Group ordinary
shares from existing shareholders representing 11.11% of the
aggregate ordinary shares in issue immediately prior to the
Specific Issue (effectively 10% of the issued ordinary shares of
Standard Bank Group after the Specific Issue), by means of a
scheme of arrangement in terms of section 311 of the Companies
Act, 61 of 1973 ("the Companies Act"), proposed by ICBC between
Standard Bank Group and its ordinary shareholders ("the Scheme")
at a price per share of R136.00 ("the Scheme Consideration"),
which represents a premium of 30% to the VWAP over the 30 trading
days prior to 23 October 2007.
The Specific Issue and the Scheme will together result in ICBC
acquiring a total shareholding of 20% of Standard Bank Group upon
completion of the Transaction.
In addition, Standard Bank Group and ICBC have entered into a
Relationship Agreement which will become effective on the
completion of the Transaction and which will govern the ongoing
shareholder relationship and commercial co-operation between
Standard Bank Group and ICBC.
2. RATIONALE
2.1 Standard Bank Group
Standard Bank Group is the largest banking group in South Africa
and Africa,with total assets of R1 098 billion (approximately
US$156 billion) as of 30 June 2007 and a market capitalisation at
22 October 2007 of R145 billion (approximately US$21 billion). It
has more than 950 branches, operations in 38 countries and employs
over 46,000 people. Standard Bank Group has grown its headline
earnings per share and dividends per share by, on average, 20% a
year for the last 20 years.
Standard Bank Group continues to make significant progress in the
fulfilment of its vision of making a real difference to financial
services in South Africa and other emerging markets. A key market
in terms of scale and growth is the People`s Republic of China
("China"). Standard Bank Group views China as a key component of
its long-term strategy given its increasing economic linkages to
the African continent and its acknowledged material impact on
global economic growth. Accordingly, Standard Bank Group has been
actively investigating the most suitable strategy for it to
achieve a meaningful role in this important market.
Standard Bank Group, together with ICBC, hopes to lay the
foundation for significant expansion in Africa and to position
itself at the cross-roads of the substantial and growing trade and
investment flows between China and the African continent. Standard
Bank Group accordingly believes there are significant
opportunities arising from a strategic partnership with ICBC and
is fully supportive of the proposed investment by ICBC in Standard
Bank Group.
ICBC`s proposed investment in Standard Bank Group is a landmark
transaction for Africa, South Africa and Standard Bank Group
itself. Standard Bank Group`s proposed partnership with ICBC will
place it at the cross-roads of economic interaction between China
and the African continent and will represent a strong vote of
confidence in the future relationship between the two regions.
ICBC and Standard Bank Group`s international networks are largely
complementary in terms of their location.
The Transaction will result in Standard Bank Group having a
substantially increased capital base, which will ensure that it
continues to benefit from organic growth opportunities in its
domestic, African and international
operations and will provide it with enhanced strategic flexibility
to pursue other growth opportunities. The Transaction represents a
cost-efficient means of raising core equity capital at market-
related prices.
Further, Standard Bank Group believes that the Scheme
Consideration represents an attractive price for shareholders to
realise a portion of their shareholdings.
Standard Bank Group and ICBC anticipate that substantial business
and strategic benefits will arise from this partnership. Business
co-operation is anticipated across the African continent, in China
and globally where appropriate. This co-operation will be based on
the expansion of product offerings to the existing customer bases
of both partners and the creation and expansion of new
businesses built on the key strengths of the two partners, and is
discussed in greater detail in paragraph 5 below.
2.2 ICBC
ICBC is China`s leading domestic commercial bank with total assets
of Renminbi ("RMB") 8.3 trillion (US$1.1 trillion) at 30 June 2007
and is listed on the Hong Kong and Shanghai stock exchanges. ICBC
is the world`s largest bank by
market value, with a market capitalisation at 22 October 2007 of
RMB2.53 trillion (approximately US$319 billion). ICBC provides a
wide variety of financial products and services to more than 2.51
million corporate banking customers and 180 million personal
banking customers through its 16,807 domestic and 98 international
branches. As of 31 December 2006, ICBC had the
leading market share in China in terms of total assets (17.1%),
total deposits (18.3%) and total loans (15.2%).
ICBC has been actively investigating the most suitable strategy
for it to capitalise on the substantial current and expected trade
and investment flows between China and the African continent. ICBC
shares Standard Bank Group`s vision about the long-term investment
proposition for Africa and, together with
Standard Bank Group, hopes to lay the foundation for significant
expansion of such trade and investment between its Chinese clients
and the African continent.
ICBC views South Africa as an attractive market for investment,
given its growth prospects, its sophisticated economy and sound,
profitable and well-regulated financial services infrastructure,
as well as its rapidly growing banking customer base. ICBC
believes that the best method of capturing
these growth opportunities is through a strategic alliance with a
large South African bank with significant operations on the
African continent. ICBC also
views Standard Bank Group`s activities in international markets
outside of Africa as beneficial for future growth and has
undertaken to support Standard
Bank Group`s strategy to expand its African and international
networks and capabilities (including China) and where appropriate
to partner in the expansion of these networks.
3. TERMS OF THE PROPOSED INVESTMENT BY ICBC IN STANDARD BANK
GROUP
The Transaction will be implemented in accordance with all
applicable requirements of the Companies Act, the Banks Act, 94 of
1990 and the Listings Requirements of the JSE.
In terms of the Specific Issue, ICBC will subscribe for such
number of Standard Bank Group ordinary shares as represents 11.11%
of the issued ordinary share capital of Standard Bank Group
immediately prior to the Specific Issue, at the Issue Price. This
will result in ICBC acquiring a shareholding of 10% of
Standard Bank Group after the Specific Issue.
In terms of the Scheme, ICBC proposes to acquire from existing
Standard Bank Group ordinary shareholders on the implementation
date of the Scheme, ordinary shares representing 11.11% of the
aggregate issued ordinary share capital of Standard Bank Group
before the Specific Issue at the Scheme Consideration per
ordinary share.
Implementation of the Transaction will result in the payment by
ICBC of a consideration of:
- approximately R15.9 billion (US$2.4 billion) in terms of the
Specific Issue;and
- approximately R20.7 billion (US$3.1 billion) in terms of the
Scheme, resulting in an aggregate consideration for the
Transaction of approximately R36.7 billion (US$5.5 billion) to
become a 20% shareholder of Standard Bank
Group, based on the current issued ordinary share capital of
Standard Bank Group.
It is the intention of Standard Bank Group to apply to the South
African Reserve Bank for some or all of the proceeds of the
primary capital raising to be retained offshore. It is also to be
noted that approximately a quarter of Standard Bank Group`s
ordinary shareholders reside outside of South Africa and are
expected to receive their proceeds from the Scheme directly. It
can, therefore, be expected that, subject to regulatory approval,
a significant net amount of the aggregate consideration for the
Transaction is likely to be retained offshore.
Standard Bank Group and ICBC have entered into an Implementation
and Subscription Agreement regulating the conduct of the
Transaction. Pursuant to the terms of the Implementation and
Subscription Agreement the parties have agreed, inter alia, that a
break fee determined at 1% of the total proposed
consideration in respect of the Transaction shall be payable to
the other party in a circumstance where the directors of one of
the parties withdraw or adversely change their recommendation in
respect of the Transaction, except where their fiduciary duties so
require. Such break fee will also be payable by
Standard Bank Group to ICBC should a competing proposal, which
prohibits the Transaction from taking place, be successfully
implemented, or should Standard Bank Group reach an agreement with
a third party regarding a break fee.
Should Standard Bank Group make any distribution to Standard Bank
Group ordinary shareholders prior to the operative date of the
Transaction, the aggregate consideration payable by ICBC in
respect of the Transaction will be
reduced by 20% of the total gross amount paid by Standard Bank
Group pursuant to such distribution. Consequently, the Scheme
Consideration will be reduced by the amount of any such
distribution received on each Standard Bank Group
ordinary share. The balance of such aggregate reduction will be
deducted from the aggregate consideration to be received by
Standard Bank Group in respect of the Specific Issue.
4. TERMS OF THE PROPOSED RELATIONSHIP BETWEEN ICBC AND STANDARD
BANK GROUP
Standard Bank Group and ICBC have agreed that upon implementation
of the Transaction, inter alia:
- ICBC will have the right to participate in proportion to its
shareholding in any issue by Standard Bank Group of ordinary
shares, or securities that are convertible or exchangeable into
ordinary shares, subject to applicable legal and regulatory
requirements, on the same terms and conditions as other
participants subscribing for such securities. This right of
participation shall not apply to issues of Standard Bank Group
ordinary shares pursuant to management or employee incentive
schemes or issues in exchange for the shares in or assets of other
legal entities pursuant to a merger and acquisition
transaction. This right will fall away should ICBC sell more than
25% of the Standard Bank Group ordinary shares acquired by it as a
consequence of the Transaction or if ICBC`s holding of ordinary
shares falls below 5% of Standard Bank Group`s issued ordinary
share capital;
- ICBC has certain obligations to notify and co-operate with
Standard Bank Group in respect of disposals of its ordinary shares
in Standard Bank Group; and
- for so long as ICBC holds 12% or more of Standard Bank
Group`s issued ordinary share capital, it will have the right to
nominate two non-executive members to the Standard Bank Group
board of directors ("the Board"), subject to requisite regulatory
notifications, with one of such non-executive directors
being nominated as the Vice Chairman of Standard Bank Group. In
addition to their responsibilities on the Board, these members
will participate in certain of the committees of the Board. Should
ICBC`s shareholding in Standard Bank Group fall below the above
threshold, ICBC will be entitled to nominate one non-executive
member to the Board for so long as it holds 8% or more of
Standard Bank Group`s issued ordinary share capital. ICBC`s
nominated directors will, subject to requisite approvals,
participate on certain committees of the Board, namely the
Directors` Affairs Committee, the Group Audit Committee,
Group Risk Management Committee and Group Credit Committee.
5. TERMS OF THE PROPOSED COMMERCIAL CO-OPERATION BETWEEN
STANDARD BANK GROUP AND ICBC
Upon implementation of the Transaction, subject to regulatory and
Standard Bank Group shareholder approvals where applicable, ICBC
will support Standard Bank Group`s strategy to expand its African
and international networks and capabilities (including in China).
In order to formalise the co-operation between Standard Bank Group
and ICBC, and ICBC/Standard Bank Group Strategic Co-operation
Committee will be created,which will meet at least quarterly, and
have equal representation between Standard Bank Group and ICBC,
with joint chairmanship of the committee shared
between Standard Bank Group and ICBC. The first joint chairmen of
the Strategic Co-operation Committee will be Standard Bank Group`s
Group Chief Executive Jacko Maree and ICBC`s President Yang
Kaisheng.
This committee will be responsible for:
- the development of specific strategic initiatives and
associated business plans;
- the creation of taskforces associated with the individual
strategic initiatives; and
- subject to any necessary Standard Bank Group shareholder
approvals, the implementation and monitoring of the strategic
initiatives and business plans.
It is intended that strategic co-operation areas between Standard
Bank Group and ICBC will cover a broad area of co-operation in
China, Africa and such other international locations as may be
agreed from time to time between
Standard Bank Group and ICBC. In particular, it is proposed that,
subject to any necessary Standard Bank Group and/or ICBC
shareholder or regulatory approvals:
- Standard Bank Group will make available its Corporate and
Investment Banking and Personal and Business Banking services to
ICBC and its customers on appropriate commercial terms;
- Standard Bank Group will, in the first instance, introduce
its African and international clients seeking to do business in
China to ICBC;
- where participation by a Chinese bank is sought, Standard
Bank Group will, in the first instance, introduce business
opportunities arising in Africa and its international network to
ICBC and its customers;
- ICBC will provide access to its networks and services in
China to Standard Bank Group clients on appropriate commercial
terms; and
- ICBC will, in the first instance, introduce opportunities
with its clients to the Standard Bank Group networks in Africa and
other international locations where Standard Bank Group has a
presence.
The proposed co-operation does not preclude Standard Bank Group or
ICBC from pursuing ordinary course banking transactions with other
banks or entities from China or South Africa respectively.
In addition, Standard Bank Group and ICBC are negotiating to
jointly establish,subject to requisite approvals, a fund
management company and investment fund
comprising ICBC and Standard Bank Group funds in the first
instance, to be invested primarily in natural resource entities
and assets, with a global mandate and a target fund size of US$1
billion. This initiative will leverage off Standard Bank Group`s
acknowledged experience and expertise in the field of
banking activities in the precious metals, base metals and energy
markets and will facilitate access to these resources and related
products by ICBC`s substantial Chinese corporate client base.
6. CONDITIONS PRECEDENT TO THE TRANSACTION
The Transaction is subject to the fulfilment of, inter alia, the
following conditions precedent:
- the approval of the South African Registrar of Banks;
- the approval of the South African Reserve Bank in terms of
the Currency and Exchange Control Act, 9 of 1933, and the
regulations promulgated thereunder;
- the approval of the JSE;
- the approval of the China Banking Regulatory Commission;
- the approval of the State Administration of Foreign Exchange
of China (if required);
- all other necessary regulatory approvals being granted,
including the UK Financial Services Authority and the Hong Kong
Monetary Authority;
- the approval of the Scheme by the requisite majority of
Standard Bank Group ordinary shareholders at the scheme meeting
held for this purpose;
- the approval of the Transaction by the ordinary shareholders
of ICBC in general meeting;
- the approval of the Specific Issue by the requisite majority
of Standard Bank Group ordinary shareholders in general meeting;
- no material adverse change having arisen in respect of the
financial condition, business or operations of Standard Bank Group
as a whole prior to the date of the court hearing in respect of
the Scheme; and
- the High Court of South Africa, Witwatersrand Local Division
("the Court") sanctioning the Scheme and the order of Court
sanctioning the Scheme being registered by the South African
Registrar of Companies.
The Scheme and the Specific Issue are conditional upon each other,
such that either both of them will become effective or neither
will become effective. Subject to applicable law and regulation,
any of the above conditions may be waived by Standard Bank Group
and ICBC by mutual consent.
7. PRO FORMA FINANCIAL EFFECTS OF THE TRANSACTION
The pro forma financial effects set out below have been prepared
to assist Standard Bank Group ordinary shareholders to assess the
impact of the Scheme and the Specific Issue on the Net Asset Value
("NAV") per Standard Bank Group
ordinary share, Tangible NAV ("TNAV") per Standard Bank Group
ordinary share, Earnings Per Share ("EPS"), Headline EPS ("HEPS"),
Diluted EPS and Diluted HEPS of a Standard Bank Group ordinary
share, based on the unaudited results of Standard Bank Group for
the six month period ended 30 June 2007 and the balance
sheet as at that date. The material assumptions are set out in the
notes following the tables. Due to their nature, these pro forma
financial effects may not fairly present Standard Bank Group`s
financial position, changes in equity, results of operations or
cash flows on implementation of the Scheme and the Specific Issue.
The pro forma financial effects are the responsibility of
the Board and are provided for illustrative purposes only.
The International Financial Reporting Standards ("IFRS") pro forma
financial effects are prepared based on the JSE`s requirements,
which do not allow income on capital raised to be incorporated in
the calculation of the financial effects of issues of shares for
cash, which thus appear to be purely dilutive.Standard Bank Group
believes that this presentation on its own would be misleading.
Additionally, due to the distortionary effects of certain
accounting items under IFRS, it has been Standard Bank Group`s
practice for some time to disclose normalised financial metrics.
Accordingly, normalised pro forma financial effects have been set
out below, in which a return of 9.99% on the capital injected into
Standard Bank Group in terms of the Specific Issue has been
assumed and certain adjustments consistent with Standard Bank
Group`s regular financial reporting have been made for the
accounting effects of Standard Bank Group`s black economic
ownership initiative and the deemed treasury shares held by
Liberty Group Limited for the benefit of its policyholders. The
blended rate of return on capital raised used for this
calculation assumes that half of the capital raised will generate
Standard Bank Group`s reported cost of equity of 13.4% and that
the remaining half will earn a return calculated at the average
Johannesburg Inter Bank Agreed Rate ("JIBAR") over the six months
to 30 June 2007 (being 6.58% after tax), yielding
a blended yield of 9.99% ("the blended yield").
7.1 IFRS pro forma financial effects
Before the After the
Net change
Transaction Specific
(%)
Issue
NAV per share (cents) 1,2,4 3 884 4 607
18.6
TNAV per share (cents) 1,2,4 3 650 4 399
20.5
EPS (cents) 1,3,5 517.0 460.0
-11.0
HEPS (cents) 1,3,5 482.9 429.6
-11.0
Diluted EPS (cents) 1,3,5 486.4 435.6
-10.4
Diluted HEPS (cents) 1,3,5 454.3 406.9
-10.4
Number of shares in issue
(millions) 1 232 1 385
12.4
Weighted average number of shares
in issue (millions) 1 229 1 381
12.4
After the
Net change
Transaction
(%)
NAV per share (cents) 1,2,4 5 607
44.3
TNAV per share (cents) 1,2,4 5 421
48.5
EPS (cents) 1,3,5 458.2
-11.4
HEPS (cents) 1,3,5 431.2
-10.7
Diluted EPS (cents) 1,3,5 436.5
-10.3
Diluted HEPS (cents) 1,3,5 411.0
-9.5
Number of shares in issue (millions) 1 385
12.4
Weighted average number of shares
in issue (millions) 1 381
12.4
Notes
1. The NAV and TNAV per Standard Bank Group ordinary share, EPS,
HEPS, Diluted EPS and Diluted HEPS "Before the Transaction" are
based on the unaudited results for the six months ended 30 June
2007.
2. The NAV and TNAV per Standard Bank Group ordinary share
"After the Specific Issue" are based on the assumption that the
Specific Issue took place on 30 June 2007.
3. The EPS, HEPS, Diluted EPS and Diluted HEPS "After the
Specific Issue" are based on the assumption that the Specific
Issue took place on 1 January 2007 and that no yield was earned on
the capital raised through the Specific Issue.
4. The NAV and TNAV per Standard Bank Group ordinary share
"After the Transaction" reflect the effects of the Specific Issue
and the Scheme upon a Standard Bank Group ordinary shareholder,
assuming that such shareholder sells 11.11% of their ordinary
shares for the Scheme Consideration.
5. The EPS, HEPS, Diluted EPS and Diluted HEPS per Standard Bank
Group ordinary share "After the Transaction" reflect the effects
of the Specific Issue and the Scheme upon a Standard Bank Group
ordinary shareholder,assuming that such shareholder sold 11.11% of
their ordinary shares for the Scheme Consideration on 1 January
2007 and invested the proceeds to earn an after-tax return of
6.58%.
6. Transaction costs have not been taken into account due to the
immateriality thereof.
7.2 Normalised pro forma financial effects After the
Before the Specific Net change
Transaction Issue (%)
NAV per share (cents) 1,2,4 3 904 4 559 16.8
TNAV per share (cents) 1,2,4 3 693 4 370 18.3
EPS (cents) 1,3,5 481.7 485.4 0.8
HEPS (cents) 1,3,5 451.1 457.8 1.5
Diluted EPS (cents) 1,3,5 474.7 479.0 0.9
Diluted HEPS (cents) 1,3,5 444.5 451.8 1.6
Number of shares in issue (millions)
1 371 1 523 11.1
Weighted average number of shares
in issue (millions) 1 367 1 519 11.1
After the Net change
Transaction (%)
NAV per share (cents) 1,2,4 5 564 42.5
TNAV per share (cents) 1,2,4 5 395 46.1
EPS (cents) 1,3,5 480.8 -0.2
HEPS (cents) 1,3,5 456.2 1.1
Diluted EPS (cents) 1,3,5 475.1 0.1
Diluted HEPS (cents) 1,3,5 450.9 1.4
Number of shares in issue (millions) 1 523 11.1
Weighted average number of shares
in issue (millions) 1 519 11.1
Notes
1. The NAV and TNAV per Standard Bank Group ordinary share, EPS,
HEPS, Diluted EPS and Diluted HEPS "Before the Transaction" are
based on the unaudited results for the six months ended 30 June
2007.
2. The NAV and TNAV per Standard Bank Group ordinary share
"After the Specific Issue" are based on the assumption that the
Specific Issue took place on 30 June 2007.
3. The EPS, HEPS, Diluted EPS and Diluted HEPS "After the
Specific Issue" are based on the assumption that the Specific
Issue took place on 1 January 2007 and that the blended yield of
9.99% was earned on the capital raised through
the Specific Issue.
4. The NAV and TNAV per Standard Bank Group ordinary share
"After the Transaction" reflect the effects of the Specific Issue
and the Scheme upon a Standard Bank Group ordinary shareholder,
assuming that such shareholder sells 11.11% of their ordinary
shares for the Scheme Consideration.
5. The EPS, HEPS, Diluted EPS and Diluted HEPS per Standard Bank
Group ordinary share "After the Transaction" reflect the effects
of the Specific Issue and the Scheme upon a Standard Bank Group
ordinary shareholder, assuming the yields assumed in note 3 above
pertain and that such shareholder sold 11.11%
of their ordinary shares for the Scheme Consideration on 1 January
2007 and invested the proceeds to earn an after-tax return of
6.58%.
6. Transaction costs have not been taken into account due to the
immateriality thereof.
8. OPINIONS AND RECOMMENDATIONS
8.1 Opinion and recommendation of the board of Standard Bank
Group The Board is of the unanimous view that the Transaction is
in the best interests of Standard Bank Group ordinary shareholders
and will unanimously recommend to the shareholders of Standard
Bank Group that they vote in favour
thereof at the general meeting of Standard Bank Group shareholders
("the
General Meeting") and the scheme meeting to be convened to approve
the Transaction ("the Scheme Meeting"). In respect of their
personal holdings in Standard Bank Group, the members of the Board
intend to vote in favour of the
resolutions in respect of the Specific Issue and the Scheme to be
proposed at the General Meeting and the Scheme Meeting,
respectively.
8.2 Opinion and recommendation of the board of ICBC
The board of ICBC is of the view that the Transaction is in the
best interests of ICBC shareholders and will recommend to the
shareholders of ICBC that they vote in favour thereof at the ICBC
general meeting to be convened to approve the Transaction ("the
ICBC general meeting").
9. SHAREHOLDERS OUTSIDE SOUTH AFRICA
The Transaction may be affected by the laws of the relevant
jurisdiction of those Standard Bank Group ordinary shareholders
who are not South African residents ("Non-resident Shareholders").
Such Non-resident Shareholders should inform themselves about and
observe any applicable legal requirements of such
jurisdictions. It is the responsibility of any Non-resident
Shareholder to satisfy himself/herself as to the full observance
of the laws and regulatory requirements of the relevant
jurisdiction, in connection with the Transaction,
including the obtaining of any governmental, exchange control or
other consents
or the making of any filing which may be required, the compliance
with other necessary formalities and the payment of any issue,
transfer or other taxes or other requisite payments due in such
jurisdiction.
Any Standard Bank Group ordinary shareholder who is in any doubt
as to his/her position, including, without limitation, his/her tax
status, should consult an appropriate independent professional
adviser in the relevant jurisdiction
without delay.
10. IMPORTANT DATES AND TIMES OF THE TRANSACTION
The important dates and times of the Transaction are as follows,
and have been presented on the assumption that the requisite
regulatory approvals will be received by the end of January 2008.
Last day to trade Standard Bank Group ordinary
shares on the JSE in order to be recorded
in the register of members
of Standard Bank Group to vote at the Scheme
Meeting on Thursday, 22 November 2007
Record date to vote at the Scheme
Meeting at close of business on Thursday,29 November 2007
Last day for receipt of forms of proxy for the
General Meeting by 09:00 on Friday, 30 November 2007
Last day for receipt of forms of proxy for the
Scheme Meeting by 10:00 on Friday, 30 November 2007
General Meeting to be held at 09:00 on Monday, 3 December 2007
Scheme Meeting to be held at 10:00,
or 10 minutes after the conclusion or
adjournment of the General Meeting,
whichever is the later, on Monday, 3 December 2007
Announcement of results of the General Meeting
and the Scheme Meeting on SENS on Monday, 3 December 2007
Announcement of results of the General Meeting
and the Scheme Meeting in the press on Tuesday, 4 December 2007
ICBC general meeting held on Thursday, 13 December 2007
Results of ICBC general meeting announced to
Standard Bank Group shareholders on Friday, 14 December 2007
Court hearing to sanction the Scheme on Tuesday, 18 December
2007
If the Scheme is sanctioned and implemented:
Announcement on SENS regarding the sanctioning
of the Scheme on Tuesday, 18 December 2007
Announcement in the press regarding
the sanctioning of the Scheme on Wednesday, 19 December
2007
Expected effective date of the Transaction
Tuesday, 12 February 2008
Expected last day to trade Standard Bank Group
ordinary shares on the JSE in order for ordinary
shareholders to be eligible to receive the
Scheme Consideration on Friday, 15 February 2008
Expected record date, being the date on which
ordinary shareholders must be recorded on
the register of members of Standard Bank Group
in order to be scheme participants
and so become entitled to receive the Scheme
Consideration, at close of business on Friday, 22 February 2008
Expected operative date of the Scheme, at the
commencement of trading on the JSE on Wednesday, 27 February 2008
The Scheme Consideration expected to be
transferred or posted (as the case may be),
and new share certificates
expected to be posted, to certificated scheme
participants whose documents of title are
received by the transfer secretaries on or
before the record date, on or about Wednesday, 27 February 2008
or
Failing receipt of documents of title
on or before the record date, within five
business days of receipt thereof by the
transfer secretaries
The Scheme Consideration expected to be
credited to the dematerialised scheme
participants` accounts held at their
CSDP or broker and share balances updated
with respect thereto on Wednesday, 27 February 2008
Share certificates may not be dematerialised or rematerialised
between Monday, 18 February 2008 and Friday, 22 February 2008.
These dates and times are subject to change. Any change will be
notified by way of publication on the Securities Exchange News
Service ("SENS") of the JSE and
in the press.
11. DOCUMENTATION
A circular containing further details of the Transaction and
incorporating a scheme document and a circular containing a notice
of General Meeting will be posted to Standard Bank Group ordinary
shareholders following the convening of the Scheme Meeting by the
Court.
12. WITHDRAWAL OF CAUTIONARY ANNOUNCEMENT
Standard Bank Group ordinary shareholders are advised that caution
is no longer required in dealing in their Standard Bank Group
ordinary shares.
Johannesburg
25 October 2007
Investment bank and joint sponsor to Standard Bank Group
Standard Bank
Legal advisers to Standard Bank Group
Bowman Gilfillan Inc
Independent sponsor to Standard Bank Group
Deutsche Securities (SA) (Proprietary) Limited
Financial adviser to ICBC
Goldman Sachs International
Financial adviser to ICBC
ICEA Capital Limited
International legal advisers to ICBC
Linklaters LLP
South African legal advisers to ICBC
Webber Wentzel Bowens
Date: 25/10/2007 12:28:50 Produced by the JSE SENS Department.
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