| Thu 26 Jun 2008, 10:00 | | LBH - Liberty holdings limited - Unconditional offer by Standard Bank Group |
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LBH
LBH
LBH - Liberty holdings limited - Unconditional offer by Standard Bank Group
Limited ("STANDARD BANK") to the ordinary shareholders of LIBHOLD
LIBERTY HOLDINGS LIMITED
Incorporated in the Republic of South Africa
Registration number 1968/002095/06
("Libhold")
Alpha Code LBH
ISIN ZAE000004032
UNCONDITIONAL OFFER BY STANDARD BANK GROUP LIMITED ("STANDARD BANK") TO THE
ORDINARY SHAREHOLDERS OF LIBHOLD
1. Introduction and opening of the offer
Further to the announcement released on SENS on 27 May 2008 and published in the
press on 29 May 2008, of Standard Bank`s firm intention to make an offer to
acquire the issued ordinary shares of Libhold which Standard Bank does not
already own by means of an offer in terms of Chapter XVA of the Companies Act
(Act 61 of 1973), as amended ("the offer") to ordinary shareholders of Libhold
(other than Standard Bank) ("offerees"), shareholders are referred to the
Standard Bank announcement released on SENS today which confirmed that the offer
opened at 09:00 today, Thursday, 26 June 2008. The offer will close at 12:00 on
Friday, 18 July 2008, or any later date announced by Standard Bank on SENS and
in the press.
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
2. Important dates and times
The following important dates and times of the offer have been extracted from
the Standard Bank announcement released on SENS today:
The offer opens at 09:00 on Thursday, 26 June 2008
Last day to trade Libhold ordinary shares Friday, 11 July 2008
on the JSE to accept the offer
Libhold ordinary shares trade "ex" the Monday, 14 July 2008
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 (refer note 3 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 shall be released on SENS and
published in the press.
2. Standard Bank has reserved, 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 Libhold ordinary shares should note that the consideration in
respect of acceptances received by the transfer secretaries (Computershare
Investor Services (Proprietary) Limited) before 12:00 on each Friday,
commencing on Friday, 4 July 2008, will be settled on the following Monday
and are referred to the offer document for details of the settlement
procedure.
4. Offerees should note that acceptance of the offer will be irrevocable and
that they may not dematerialise or rematerialise their existing Libhold
shares between Monday, 14 July 2008 and Friday, 18 July 2008, both days
inclusive.
3. Views of the board of Libhold and independent professional expert opinion
3.1 Appointment of independent professional expert
The board of directors of Libhold ("board") has appointed Morgan Stanley
South Africa (Proprietary) Limited ("Morgan Stanley") as its independent
professional expert to provide the board with its opinion as to whether the
terms of the offer are fair (from a financial point of view) to the Libhold
ordinary shareholders (other than Standard Bank and its whollyowned
subsidiaries).
3.2 Opinion of the independent professional expert to the board
Morgan Stanley has rendered its opinion to the board on Wednesday, 25 June
2008 to the effect that, as of that date, it has considered the terms of
the offer and, based on and subject to the assumptions and other
considerations set forth in the opinion, the offer is fair (from a
financial point of view) to the Libhold ordinary shareholders (other than
Standard Bank and its whollyowned subsidiaries).
3.3 Views of the board on the offer
All of Libhold`s directors are either directors or shareholders of Standard
Bank. The board believes it is important for Libhold ordinary shareholders
to consider that:
- by accepting the offer, Libhold ordinary shareholders do not lose the
opportunity to remain investors in Liberty Group Limited`s operations, as
they can purchase Liberty Group Limited ordinary shares using the net offer
proceeds; and
- should Libhold`s ordinary shares remain listed on the JSE following the
offer, it is likely that there will be reduced liquidity in the trading of
these shares.
The board recommends that, in deciding whether to accept the offer, Libhold
ordinary shareholders consider the factors above together with the opinion
received from Morgan Stanley.
To the extent necessary, shareholders should consult their financial or other
appropriate advisers, in order to make an informed decision, taking into account
their personal circumstances and the taxation consequences of the offer for
them.
4. Circular
The circular containing the abovementioned views and opinion will be posted to
Libhold shareholders on or about Monday, 30 June 2008.
Johannesburg
26 June 2008
Legal adviser to Liberty Holdings
Werksmans
Independent professional expert to Liberty Holdings
Morgan Stanley
Independent sponsor to Liberty Holdings
Merrill Lynch South Africa (Pty) Limited
Date: 26/06/2008 10:00:01 Produced by the JSE SENS Department.
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