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LBH
LBH
LBH - Liberty Holdings - Firm Intention On The Part Of Standard Bank To Make An
Offer To Acquire The Remaining Issued Ordinary Share Capital Of Liberty Holdings
At 21 925 Cents Per Share
Liberty Holdings Limited
Registration No. 1968/002095/06
Incorporated in the Republic of South Africa
JSE share code: LBH
ISIN: ZAE000004032
("Liberty Holdings")
FIRM INTENTION ON THE PART OF STANDARD BANK TO MAKE AN OFFER TO ACQUIRE THE
ISSUED ORDINARY SHARE CAPITAL OF LIBERTY HOLDINGS THAT IT DOES NOT ALREADY OWN
AT A PRICE PER ORDINARY SHARE OF 21 925 CENTS
1. INTRODUCTION
The shareholders of Liberty Holdings are advised that Standard Bank Group
Limited ("Standard Bank") has notified the board of directors of Liberty
Holdings ("the Liberty Holdings Board") of its firm intention to acquire the
remaining 20 044 474 shares (40.83%) of the issued ordinary share capital of
Liberty Holdings which Standard Bank does not already own ("the Offer Shares")
("the Offer").
The consideration payable in terms of the Offer will be 21 925 cents per
ordinary share in cash ("the Consideration").
Standard Bank directly owns 29 046 248 ordinary shares in Liberty Holdings,
representing 59.17% of the issued ordinary share capital of Liberty Holdings and
does not hold any options to acquire any Offer Shares. Liberty Holdings`
subsidiary Liberty Group Limited ("Liberty") and indirect subsidiary Stanlib
Limited ("Stanlib") from time to time invest in or manage funds invested in
Liberty Holdings. Based on the latest publicly available information, Liberty
controls 2 719 008 ordinary shares in Liberty Holdings, while Stanlib manages 1
089 408 ordinary shares in Liberty Holdings, which respectively represent 5.54%
and 2.22% of the issued ordinary share capital of Liberty Holdings.
2. MECHANISM OF THE OFFER
The Offer will be implemented by way of an unconditional offer by Standard Bank
to the shareholders of Liberty Holdings other than Standard Bank ("the
Offerees") in terms of Chapter XVA of the Companies Act, 1973 ("the Act").
Standard Bank has indicated that should the Offer be accepted by Offerees in
respect of nine-tenths or more of the Offer Shares, Standard Bank reserves the
right to invoke the provisions of Section 440K of the Act to compulsorily
acquire all such Offer Shares in respect of which the Offer was not accepted and
apply for the termination of the listing of Liberty Holdings on the exchange
operated by the JSE Limited.
3. OPINIONS AND DOCUMENTATION
The Liberty Holdings Board will appoint an independent adviser to assist it in
considering the terms of the Offer and to provide it with the external advice
required in terms of the Securities Regulation Code and the Rules of the
Securities Regulation Panel. The required communication of the Liberty Holdings
Board in this regard will be set out in a circular that will be posted to
Liberty Holdings shareholders in due course.
Liberty Holdings shareholders are referred to the Standard Bank announcement in
this regard dated 27 May 2008, which, inter alia, confirms that Standard Bank
has provided the Securities Regulation Panel with a cash confirmation of
availability of resources to satisfy the full cash consideration payable in
terms of the Offer.
Johannesburg
27 May 2008
Independent sponsor to Liberty Holdings
Merrill Lynch
Legal advisers to Liberty Holdings
Werksmans
Date: 27/05/2008 17:48:33 Produced by the JSE SENS Department.
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