| Fri 4 Jul 2008, 17:50 | | LGL - Liberty Group Limited - Disposal by Liberty of ordinary shares held |
|
LGL
LIBU
LGL - Liberty Group Limited - Disposal by Liberty of ordinary shares held
in Liberty Holdings Limited pursuant to the unconditional offer
Liberty Group Limited
Incorporated in the Republic of South Africa
Registration number 1957/002788/06
JSE share code: LGL
ISIN: ZAE000057360
("Liberty")
DISPOSAL BY LIBERTY OF ORDINARY SHARES HELD IN LIBERTY HOLDINGS LIMITED
("LIBHOLD") PURSUANT TO THE UNCONDITIONAL OFFER BY STANDARD BANK GROUP
LIMITED ("STANDARD BANK") TO THE ORDINARY SHAREHOLDERS OF LIBHOLD
1. Introduction
In an announcement released on SENS on Tuesday, 27 May 2008,
shareholders of Libhold were advised of Standard Bank`s intention to
make an unconditional offer to the ordinary shareholders of Libhold
to acquire the entire issued ordinary share capital of Libhold,
other than those shares already owned by Standard Bank and its
nominees, for a cash consideration of R219.25 per share ("the
Offer").
On Thursday, 26 June 2008, Standard Bank issued a circular to the
Libhold shareholders ("Offer Circular") setting out, inter alia, the
background to and reasons for the Offer as well as the terms of the
Offer. On Monday, 30 June 2008, in response to the Offer, the board
of Libhold issued a circular to the shareholders of Libhold
("Offeree Circular") in terms of which Libhold shareholders were
advised that Morgan Stanley South Africa (Proprietary) Limited
("Morgan Stanley") was appointed by the Libhold board in terms of
Rule 3.1 of the Securities Regulation Code on Takeovers and Mergers
to provide the Libhold board with its opinion as to whether the
terms of the Offer are fair from a financial point of view to
holders of ordinary shares of Libhold (other than Standard Bank and
its wholly-owned subsidiaries).
Morgan Stanley provided the Libhold board with a written opinion
("the Morgan Stanley opinion") to the effect that as at Wednesday,
25 June 2008 and based on and subject to the assumptions and other
considerations set forth in the opinion, the terms of the Offer are
fair from a financial point of view to holders of ordinary shares of
Libhold (other than Standard Bank and its wholly-owned
subsidiaries). The full text of the Morgan Stanley opinion is
included in the Offeree Circular.
Liberty owns 2 717 247 Libhold ordinary shares. It should be noted
that these shares form part of Liberty`s policyholders` assets and
are therefore only of indirect relevance to shareholders.
2. The Disposal
Having considered the disclosure in the Offer Circular and the
Offeree Circular, and taking into account the Morgan Stanley
opinion, Liberty has decided to accept the Offer in respect of all
of the shares held by Liberty in Libhold (the "Disposal"). The
total consideration payable to Liberty in terms of the Offer for
those shares will be approximately R596 million.
3. Related party transaction
According to the Listings Requirements of the JSE Limited ("the
JSE") ("Listings Requirements"), Standard Bank is an associate of
Libhold and in terms of Section 10.7 of the Listings Requirements,
the Disposal is deemed to be a small related party transaction.
4. Fairness opinion
In terms of the Listings Requirements in respect of small related
party transactions, Liberty would ordinarily be required to provide
the JSE with written confirmation from an independent professional
expert acceptable to the JSE that the terms of the Disposal are fair
as far as the ordinary shareholders of Liberty are concerned. The
JSE has accepted that the Morgan Stanley opinion provided to the
Libhold board meets the requirements for a fairness opinion and that
Liberty therefore need not obtain any additional fairness opinion.
A copy of the Morgan Stanley opinion is included in the Offeree
Circular and the original copy will lie open for inspection at the
registered office of Libhold, for a period of 28 days from the date
on which the Offeree Circular was posted.
5. Financial effects
Since the Disposal is of shares that form part of Liberty`s
policyholders` assets, the Disposal will have no direct or
significant financial effect insofar as Liberty shareholders are
concerned.
Johannesburg
4 July 2008
Sponsor to Liberty
Merrill Lynch South Africa (Proprietary) Limited
Legal adviser to Liberty
Werksmans Incorporated
Date: 04/07/2008 17:50:02 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.
