| Thu 26 Jun 2008, 7:05 | | SBK - Standard Bank Group - Opening Of The Unconditional Offer To Ordinary |
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SBK
SBK
SBK - Standard Bank Group - Opening Of The Unconditional Offer To Ordinary
Shareholders Of Liberty Holdings (LBH)
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")
OPENING OF THE UNCONDITIONAL OFFER TO ORDINARY SHAREHOLDERS OF LIBERTY HOLDINGS
The offer described in this announcement is not being made, directly or
indirectly, in or into, or by use of the mails of, or by any means or
instrumentality (including, without limitation, telephonically or
electronically) of interstate or foreign commerce of, or any facility of the
national securities exchanges of, the United States of America, Australia,
Canada or Japan or any other jurisdiction if it is illegal for the offer to be
made or accepted in that jurisdiction (a "restricted jurisdiction"), and this
offer cannot be accepted by any such use, means, instrumentality or facility or
from within a restricted jurisdiction. Accordingly, neither copies of the offer
document which further details the offer described in this announcement nor any
related documentation are being or may be mailed or otherwise distributed or
sent in or into or from a restricted jurisdiction.
1. INTRODUCTION
Further to the announcement released on the Securities Exchange News Service of
the JSE Limited ("JSE")("SENS") on 27 May 2008 and published in the press on 29
May 2008, in which Standard Bank confirmed having notified the board of
directors of Liberty Holdings Limited ("Liberty Holdings") of its firm intention
to make an offer to acquire the remaining shares of the issued ordinary share
capital of Liberty Holdings which Standard Bank does not already own ("the offer
shares") by means of an offer in terms of Chapter XVA of the Companies Act (Act
61 of 1973), as amended ("the Act") ("the offer"), ordinary shareholders of
Liberty Holdings (other than Standard Bank) ("offerees") are advised that the
offer, which is unconditional, opens at 09:00 today, Thursday, 26 June 2008.
The offer is not made to the holders of Liberty Holdings listed cumulative
preference shares, which shares are not convertible into Liberty Holdings
ordinary shares and will continue to be listed on the JSE.
2. POSTING OF THE OFFER DOCUMENT
The document detailing the offer by Standard Bank to the offerees ("the offer
document") will be posted to the offerees today, Thursday, 26 June 2008.
Electronic copies of the offer document can be downloaded at
www.standardbank.co.za/site/investor/LibHold_offer.html.
3. TERMS OF THE OFFER
3.1 Offer price
The consideration payable to the offerees in terms of the offer is a cash
payment of R219.25 per offer share.
3.2 Settlement of the offer price
To expedite the settlement to offerees of the consideration for their offer
shares, Standard Bank will settle on each Monday, commencing on 7 July 2008, the
consideration in respect of offer shares tendered prior to 12:00 on the
preceding Friday.
The procedures for the acceptance of the offer, and payments of consideration,
are further detailed in the notes to paragraph 4 below.
3.3 Section 440K of the Companies Act
Should the offer be accepted by offerees in respect of nine-tenths or more of
the offer shares (other than those held by subsidiaries of Standard Bank),
Standard Bank reserves the right, in its sole discretion, 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 Liberty Holdings ordinary shares on the JSE.
Should Standard Bank exercise the right to invoke Section 440K of the Act, it
will not do so within five business days of the closing date, to allow for
trades after the last day to trade, Friday 11 July 2008, to be recorded in the
shareholders` register. 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.
4. IMPORTANT DATES AND TIMES
The important dates and times of the offer are set out below:
The offer opens at 09:00 on Thursday, 26 June 2008
Last day to trade Liberty Holdings ordinary Friday, 11 July 2008
shares on the JSE to accept the offer
Liberty Holdings ordinary shares trade "ex" Monday, 14 July 2008
the offer
Record date in order to participate in the Friday, 18 July 2008
offer
The offer closes at 12:00 on Friday, 18 July 2008
Results of the offer released on SENS Monday, 21 July 2008
Results of the offer published in the press Tuesday, 22 July 2008
Payment dates (see note 5 below) from Monday, 7 July 2008
Notes:
1. The dates and times set out above are South African dates and times, and are
subject to change. Any such change will be released on SENS and published in
the press.
2. Standard Bank reserves, in its sole and absolute discretion, the right to
extend the offer period, in which event all amended dates and times relating to
the offer will be released on SENS and published in the press as per note 1
above.
3. Holders of dematerialised Liberty Holdings ordinary shares who are recorded
as such in a sub-register of members of Liberty Holdings maintained by a CSDP
("dematerialised shareholders") wishing to accept the offer, are required to
notify their CSDPs or brokers, as the case may be, of their intention to accept
the offer in the manner and time stipulated in the custody agreements entered
into between such dematerialised shareholders and their CSDPs or brokers.
4. Holders of certificated Liberty Holdings ordinary shares who are registered
as such in Liberty Holdings` register of members ("certificated shareholders")
wishing to accept the offer, are required to complete the form of acceptance,
transfer and surrender (pink) which forms part of the offer document, in
accordance with the instructions in the offer document, to be received by
Computershare Investor Services (Proprietary) Limited ("the transfer
secretaries") at 70 Marshall Street, Johannesburg, or PO Box 61763,
Marshalltown, 2107, by no later than 12:00 on the closing date, being Friday, 18
July 2008.
5. The offer consideration due to:
5.1 dematerialised shareholders will be paid into their accounts with their
CSDPs or brokers at their risk, and dealt with in terms of the custody
agreements entered into between such dematerialised shareholders and their CSDPs
or brokers, with acceptances received by the transfer secretaries before 12:00
on each Friday being settled on the following Monday, provided that the first
such settlement will be for the period ending at 12:00 on Friday, 4 July 2008.
The final settlement will be for the period ending at 12:00 on Friday, 18 July
2008, which consideration will be paid on Monday, 21 July 2008; or
5.2 certificated shareholders will be transferred or posted (as the case may
be), by ordinary post, at the risk of the certificated shareholders concerned,
upon receipt by the transfer secretaries of the duly completed form of
acceptance, transfer and surrender (pink), together with the relevant documents
of title (in negotiable form), provided that all acceptances received by the
transfer secretaries before 12:00 on each Friday will be settled on the
following Monday, with the first such settlement being for the period ending at
12:00 on Friday, 4 July 2008. The final settlement will be for the period
ending at 12:00 on Friday, 18 July 2008, which consideration will be transferred
or posted (as the case may be) on Monday, 21 July 2008.
6. Offerees should note that acceptance of the offer will be irrevocable.
7. Liberty Holdings ordinary shareholders may not dematerialise or rematerialise
their existing Liberty Holdings shares between Monday, 14 July 2008 and Friday,
18 July 2008, both days inclusive.
Johannesburg
26 June 2008
Investment bank and sponsor to Standard Bank
Standard Bank
Joint 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
Sponsor to Standard Bank in Namibia
Simonis Storm
Date: 26/06/2008 07:05:02 Produced by the JSE SENS Department.
The SENS service is an information dissemination service administered by the
JSE Limited (`JSE`). The JSE does not, whether expressly, tacitly or
implicitly, represent, warrant or in any way guarantee the truth, accuracy or
completeness of the information published on SENS. The JSE, their officers,
employees and agents accept no liability for (or in respect of) any direct,
indirect, incidental or consequential loss or damage of any kind or nature,
howsoever arising, from the use of SENS or the use of, or reliance on,
information disseminated through SENS.
