| Tue 27 May 2008, 17:42 | | SBK - Standard Bank - Firm Intention To Make An Offer |
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SBK
SBK
SBK - Standard Bank - Firm Intention To Make An Offer
Standard Bank Group Limited
Registration No. 1969/017128/06
Incorporated in the Republic of South Africa
JSE share code: SBK
NSX share code: SNB
ISIN: ZAE000109815
("Standard Bank")
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
1. INTRODUCTION
The shareholders of Standard Bank are advised that Standard Bank has notified
the board of directors of Liberty Holdings Limited ("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"). If all Liberty Holdings
shareholders accept the Offer, the aggregate maximum Consideration will amount
to R4.4 billion in cash.
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. Standard Bank`s indirect
subsidiaries Liberty Group Limited ("Liberty") and Stanlib Limited ("Stanlib")
from time to time invest on behalf of policyholders 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. RATIONALE
Standard Bank has controlled Liberty through its shareholding in Liberty
Holdings, since 1999. Standard Bank`s effective economic interest in Liberty
amounts to approximately 33%.
Standard Bank wishes to increase its effective economic interest in Liberty as
part of rebalancing its portfolio of financial services subsidiaries and to
align its economic exposure with its strategic and commercial contribution to
Liberty. Should all Liberty Holdings shareholders accept the offer, based on
2007 earnings, Liberty`s earnings will constitute over 11% of Standard Bank`s
headline earnings, up from 7% currently.
Following the Industrial and Commercial Bank of China transaction, which was
concluded in March this year, Standard Bank has the necessary capital resources
to finance the purchase of additional shares in Liberty Holdings without
reducing the growth potential of the group`s banking operations.
3. 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").
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 the ordinary shares of Liberty Holdings on the exchange operated by the JSE
Limited ("the JSE"). If Section 440K of the Act cannot be invoked or Standard
Bank elects not to invoke the provisions of Section 440K of the Act, Liberty
Holdings will continue as a listed company in respect of both its ordinary and
preference shares.
It is currently expected that the circular containing further details in respect
of the Offer will be posted on or about 30 June 2008 and that the Offer will
close for acceptances on or about 25 July 2008.
4. TERMS OF THE OFFER
The Consideration payable in terms of the Offer, which will be unconditional as
to acceptances, will be a cash payment of 21 925 cents per Offer Share.
The Consideration represents a premium of 23.2% to the closing price of Liberty
Holdings ordinary shares on 26 May 2008.
Standard Bank`s intention is to offer Liberty Holdings shareholders the
opportunity to realise their investments for cash and to re-invest in Liberty
ordinary shares representing an approximately equivalent economic exposure.
Standard Bank anticipates that shareholders may be subject to taxes and
brokerage costs in order to re-invest. Standard Bank estimates that a premium
of 6% to the value of the underlying investment held by Liberty Holdings in
Liberty should compensate the vast majority of long term shareholders for such
costs.
The Consideration therefore represents:
- a premium of 6.0% to the 5 trading day volume weighted average value of the
underlying investment held by Liberty Holdings in Liberty together with the cash
held by Liberty Holdings less the market value of Liberty Holdings` listed
preference shares divided by the aggregate number of Liberty Holdings ordinary
shares in issue ("See-Through Value") to 26 May 2008; and
- a premium of 7.6% to the closing See-Through Value of Liberty Holdings
ordinary shares on 26 May 2008.
5. CASH CONFIRMATION
Goldman Sachs International has, as required in terms of the Securities
Regulation Code and the Rules of the Securities Regulation Panel, provided a
cash confirmation to the Securities Regulation Panel confirming that Standard
Bank has sufficient cash resources available to satisfy the full cash
consideration payable in terms of the Offer.
Johannesburg
27 May 2008
Investment bank and financial adviser to Standard Bank
Standard Bank
Financial adviser to Standard Bank
Goldman Sachs International
Independent sponsor to Standard Bank
Deutsche Securities (SA) (Proprietary) Limited
Legal advisers to Standard Bank
Bowman Gilfillan
Date: 27/05/2008 17:42:50 Produced by the JSE SENS Department.
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