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Thu 27 Mar 2008, 10:43 LGL / LBH / SBK / FPT - Liberty / Standard Bank / FPT - Acquisition By Liberty
FPT   LGL   LBH   SBK
 FPT   LIBU  LBH   SBK                                                           
LGL / LBH / SBK / FPT - Liberty / Standard Bank / FPT - Acquisition By Liberty  
    Of 50% Of The Asset Management Operations In Relation To Fountainhead       
    Property Trust                                                              
Liberty Group Limited                                                           
Incorporated in the Republic of South Africa                                    
Registration number 1957/002788/06                                              
Share code: LGL                                                                 
ISIN code: ZAE000057360                                                         
("Liberty" or "the company")                                                    
Liberty Holdings Limited                                                        
Incorporated in the Republic of South Africa                                    
Registration number 1968/002095/06                                              
Share code: LBH                                                                 
ISIN code: ZAE000004032                                                         
Standard Bank Group Limited                                                     
Incorporated in the Republic of South Africa                                    
Registration number 1969/017128/06                                              
Share code: SBK                                                                 
ISIN code: ZAE000109815                                                         
("Standard Bank")                                                               
Fountainhead Property Trust                                                     
A Collective Investment Scheme in property registered in terms of the Collective
Investment Schemes Control Act, No. 45 of 2002 and managed by Fountainhead      
Property Trust Management Limited                                               
Registration number 1983/003324/06                                              
Share code: FPT                                                                 
ISIN code: ZAE000097416                                                         
("FPT")                                                                         
ACQUISITION BY LIBERTY OF 50% OF THE ASSET MANAGEMENT OPERATIONS IN RELATION TO 
FOUNTAINHEAD PROPERTY TRUST                                                     
The transaction forming the subject of this announcement is classified as a     
small related party transaction in terms of paragraph 10 of the JSE Limited     
("JSE") Listings Requirements in respect of Liberty.                            
1.   INTRODUCTION                                                               
Liberty has agreed terms with various subsidiaries of Standard Bank             
(collectively, "the parties") to purchase 50% of the commercial enterprise      
relating to the management of FPT, including 50% of the issued share capital of 
Fountainhead Property Trust Management Limited ("FPTM"), the manager of FPT     
("the transaction"). FPT is listed on the JSE.                                  
2.   RATIONALE                                                                  
The transaction has been entered into in order to strengthen the strategic co-  
operation between the parties insofar as their considerable real estate asset   
management operations are concerned.                                            
FPTM`s investment objective remains the creation of wealth for FPT`s unitholders
through the consistent generation of a total rate of return in excess of        
inflation by optimising net rental growth, which, in turn, will maximise the    
appreciation in value of the underlying property portfolio.                     
3.   SALIENT TERMS OF THE TRANSACTION                                           
3.1  Purchase consideration                                                     
The total purchase consideration in respect of the transaction is approximately 
R186 million, to be paid in cash to Standard Bank on the effective date, which  
is expected to be 31 March 2008, or such later date as may be agreed by the     
parties.                                                                        
3.2  Warranties                                                                 
The agreement governing the transaction contains warranties that are normal for 
a transaction of this nature.                                                   
4.   FINANCIAL EFFECTS                                                          
The pro forma effects of the transaction on Liberty`s earnings and headline     
earnings per share for the year ended 31 December 2007 and its net asset value  
and tangible net asset value per share at that date are not significant (being  
less than 3% in accordance with the definition contained in the JSE Listings    
Requirements).                                                                  
5.   FAIRNESS OPINION                                                           
PricewaterhouseCoopers has acted as an independent expert to Liberty and is of  
the opinion that the terms of the transaction are fair as far as the            
shareholders of Liberty are concerned.  This opinion has been lodged with the   
JSE and will lie open for inspection at the company`s registered office for a   
period of 28 days from the date of this announcement.                           
Johannesburg                                                                    
27 March 2008                                                                   
Sponsor to Liberty                                                              
Merrill Lynch South Africa (Pty) Limited                                        
Sponsor to FPT and Standard Bank                                                
Standard Bank                                                                   
Attorneys to Standard Bank                                                      
Bowman Gilfillan                                                                
Attorneys to Liberty                                                            
Werksmans                                                                       
Independent expert to Liberty                                                   
PWC                                                                             
Date: 27/03/2008 10:43:02 Produced by the JSE SENS Department.                  
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