| Fri 26 Sep 2008, 16:54 | | LGL / LBH / SBK - Liberty / Libhold / Standard Bank - Further details In |
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LGL LBH SBK
LIBU LBH SBK
LGL / LBH / SBK - Liberty / Libhold / Standard Bank - Further details In
Respect Of The Proposed Restructuring Of The Liberty Group And The
Restructuring Of The Share Capital Of LIBHOLD
Liberty Group Limited
Registration No. 1957/002788/06
Incorporated in the Republic of South Africa
JSE share code: LGL
ISIN: ZAE000057360
("Liberty")
Liberty Holdings Limited
Registration No. 1968/002095/06
Incorporated in the Republic of South Africa
JSE share code: LBH
ISIN: ZAE000004032
("Libhold")
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")
FURTHER DETAILS IN RESPECT OF THE PROPOSED RESTRUCTURING OF THE LIBERTY GROUP
AND THE RESTRUCTURING OF THE SHARE CAPITAL OF LIBHOLD
1 INTRODUCTION
Shareholders are referred to the previous joint announcement released on SENS
on Thursday, 4 September 2008 and published in the press on Friday, 5
September 2008, relating to:
i) an offer by Libhold to acquire all of the issued ordinary shares of
Liberty (other than those already held by Libhold and Liberty`s treasury
shares) in exchange for an issue of ordinary shares in Libhold
("consideration shares") by means of a scheme of arrangement in terms of
section 311 of the Companies Act No. 61 of 1973, as amended ("scheme");
and
ii) the sub-division of each share of Libhold`s authorised and issued
ordinary share capital into three ordinary shares ("sub-division") and
an increase in Libhold`s authorised ordinary share capital to enable
Libhold to issue the consideration shares ("restructure") (jointly,
"transaction").
Detailed circulars concerning the scheme and the transaction were posted
to Liberty shareholders and Libhold shareholders respectively, on
Friday, 26 September 2008.
This announcement contains details relating to -
1.1 the transaction mechanics providing for the economic equivalence of
shares in Liberty and Libhold;
1.2 important matters and dates relating to the scheme; and
1.3 important matters and dates relating to the transaction.
2 TRANSACTION MECHANICS
Libhold has cash resources amounting to approximately R247 000 000, primarily
from the receipt of Liberty`s 2008 interim dividend. From these resources
Libhold will retain a cash amount of R74 000 000 to cover Libhold`s existing
liabilities as well as Libhold`s obligations in terms of the issued Libhold
preference shares, so that on an aggregate basis, those items would
effectively net off on a valuation of Libhold.
The remaining asset of Libhold which is relevant to a valuation of its shares
is Libhold`s shareholding in Liberty. The number of issued Libhold ordinary
shares (following the sub-division) will exceed the number of Liberty shares
owned by Libhold by 2 116 096 shares ("shortfall"). In order to compensate
for that shortfall, Libhold will retain an additional cash amount from its
existing resources equal to the amount calculated by multiplying 2 116 096 by
the volume weighted average price at which Liberty shares trade on the JSE
during the five trading days preceding Tuesday, 14 October 2008, being the
day which is seven days before the scheduled date of the scheme meeting ,
provided that the cash amount which Libhold is obliged to retain to
compensate for the shortfall ("shortfall value") will not exceed
R173 000 000, being the balance of the cash which Libhold has available.
Should the shortfall value be less than R173 000 000, any surplus cash would
be available for distribution to Libhold shareholders prior to the
implementation of the scheme.
As a result, the number of Liberty shares owned by Libhold, together with the
cash retained on account of the shortfall, should be aligned with the number
of issued Libhold shares and consequently the value of each issued Libhold
share should essentially be equal to the value of a Liberty share. The
scheme therefore provides for Liberty shareholders to receive one
consideration share for every Liberty share which they transfer to Libhold.
Consequently, the scheme should preserve the value of current direct and
indirect shareholdings in Liberty and will essentially be economically
neutral to Liberty and Libhold shareholders.
Due to this essential economic neutrality, the financial effects of the
scheme for Liberty and Libhold shareholders will be insignificant.
3 SCHEME MEETING
Liberty shareholders are advised that in terms of an Order of the High Court
of South Africa (Witwatersrand Local Division), dated Tuesday, 23 September
2008, the meeting of Liberty shareholders to consider and, if deemed fit,
agree to the scheme ("scheme meeting") is to be held on the 4th Floor,
Liberty Centre, 1 Ameshoff Street, Braamfontein, Johannesburg on Tuesday, 21
October 2008 at 11:00.
4 SALIENT DATES AND TIMES IN RELATION TO THE SCHEME
The expected dates and times in relation to the scheme are set out below.
2008
Last day to trade Liberty shares in Friday, 10 October
order to vote at the scheme meeting
Declaration of dividend, if any, to Tuesday, 14 October
Libhold shareholders
Voting record date to vote at the scheme Friday, 17 October
meeting
Last day to lodge forms of proxy for the Monday, 20 October
scheme meeting by 11:00
Scheme meeting to be held at 11:00 Tuesday, 21 October
Announcement of results of scheme Tuesday, 21 October
meeting released on SENS
Announcement of results of scheme Wednesday, 22 October
meeting published in the press
Court hearing to sanction the scheme Tuesday, 11 November
Announcement on SENS regarding the Tuesday, 11 November
sanctioning of the scheme
Announcement in the press regarding the Wednesday, 12 November
sanctioning of the scheme
If the scheme becomes unconditional:
Last day to trade to participate in the Friday, 21 November
scheme
Trading in Liberty shares suspended and Monday, 24 November
trading in consideration shares
commences
Participation record date on which Friday, 28 November
Liberty shareholders must be recorded in
the register to become entitled to
receive the consideration shares
Operative date of the scheme Monday, 1 December
New share certificates in respect of Monday, 1 December
consideration shares posted by
registered mail to certificated scheme
transferors (if documents of title are
received by the transfer secretaries on
or before 12:00 on the participation
record date) on or about
OR
Failing receipt of documents of title on
or before 12:00 on the participation
record date, new share certificates in
respect of consideration shares will be
posted within five business days of
receipt thereof by the transfer
secretaries
Dematerialised scheme transferors Monday, 1 December
expected to have the accounts held at
their CSDP credited with the
consideration shares
Listing of Liberty terminates at Monday, 1 December
commencement of trade
Notes:
1 All the above times are South African local times. The above dates and
times are subject to change. Any such change will be released on SENS
and published in the South African press.
2 If the scheme meeting is adjourned or postponed, forms of proxy must be
received by no later than 24 hours prior to the time of the adjourned or
postponed scheme meeting, excluding Saturdays, Sundays and public
holidays in South Africa.
3 Shareholders may not dematerialise or rematerialise their Liberty shares
after Friday, 21 November 2008.
4 Consideration shares may be dematerialised or rematerialised after
Monday, 1 December 2008.
5 SALIENT DATES AND TIMES IN RELATION TO THE TRANSACTION
The expected dates and times in relation to the Libhold extraordinary general
meeting ("Libhold EGM") and the sub-division are set out below.
2008
Last day to lodge forms of proxy for the Monday, 20 October
Libhold EGM by 10:00
Libhold EGM to be held at 10:00 Tuesday, 21 October
Results of the Libhold EGM released on Tuesday, 21 October
SENS
Results of the Libhold EGM published in Wednesday, 22 October
the press
Last day to trade in Libhold shares Friday, 21 November
prior to the sub-division
First day of trading in sub-divided Monday, 24 November
Libhold shares under the new ISIN
ZAE000127148
Date of listing of consideration shares Monday, 24 November
Record date for sub-division Friday, 28 November
Sub-division becomes effective and new Monday, 1 December
share certificates are issued to
shareholders who have surrendered their
share certificates prior to 12:00 on the
record date (see note 4 below).
Dematerialised shareholders will have Monday, 1 December
their accounts at their CSDP or broker
updated
Notes:
1 All the above times are South African local times. The above dates and
times are subject to change. Any such change will be released on SENS
and published in the South African press.
2 If the Libhold EGM is adjourned or postponed, forms of proxy must be
received by no later than 24 hours prior to the time of the adjourned or
postponed Libhold EGM, excluding Saturdays, Sundays and public holidays
in South Africa.
3 Share certificates in the pre-sub-divided Libhold ordinary shares may
not be dematerialised or rematerialised after Friday, 21 November 2008.
Share certificates in the sub-divided shares may be dematerialised or
rematerialised after Monday, 1 December 2008.
4 Shareholders who surrender their share certificates after 12:00 on the
record date will have their new certificates posted within five business
days of receipt thereof.
6 OPINIONS AND RECOMMENDATIONS
The board of directors of Liberty ("Liberty board") has considered the terms
and conditions of the scheme and, due to the essential economic equivalence
explained in 2 above, is of the unanimous opinion that they are fair and
reasonable to Liberty shareholders and are in the best interests of the
Liberty group. Accordingly, the Liberty board recommends that Liberty
shareholders vote in favour of the scheme at the scheme meeting. In respect
of their personal holdings in Liberty, the directors of Liberty intend to
vote in favour of the scheme. Should the Liberty board become aware of any
events that affect that essential economic equivalence prior to the scheme
meeting, they will advise Liberty shareholders of that fact by way of
announcement on SENS and in the press.
The directors of Liberty have considered all statements of fact and opinion
in this announcement. They accept, individually and collectively,
responsibility for the information contained herein, and confirm that, to the
best of their knowledge and belief (having taken all reasonable care to
ensure that such is the case), such information is in accordance with the
facts and does not omit anything likely to affect the import of such
information.
The board of directors of Libhold ("Libhold board") has considered the terms
and conditions of the transaction and is of the opinion that the transaction
is for the benefit of Libhold and the Libhold shareholders. Accordingly, the
Libhold board unanimously recommends that Libhold shareholders vote in favour
of the resolutions required to implement the transaction at the Libhold EGM.
7 FURTHER ANNOUNCEMENTS
An announcement on the outcome of the scheme meeting and the Libhold EGM is
expected to be made on or about Tuesday, 21 October 2008.
Johannesburg
26 September 2008
Legal adviser to Liberty Holdings and Liberty
WERKSMANS INC.
Independent sponsor to Liberty Holdings and Liberty
MERRILL LYNCH SOUTH AFRICA (PROPRIETARY) LIMITED
Investment bank and sponsor to Standard Bank
STANDARD BANK
Independent sponsor to Standard Bank
DEUTSCHE SECURITIES (SA) (PROPRIETARY) LIMITED
Legal adviser to Standard Bank
BOWMAN GILFILLAN
Date: 26/09/2008 16:54:29 Produced by the JSE SENS Department.
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