| Mon 1 Dec 2008, 14:33 | | LBH - Libhold - Reconsititution Of The Board Of Directors Of Libhold |
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LBH
LBH
LBH - Libhold - Reconsititution Of The Board Of Directors Of Libhold
LIBERTY HOLDINGS LIMITED
Incorporated in the Republic of South Africa
Registration number 1968/002095/06
("Libhold" or "the company")
JSE Share Code LBH
ISIN Code ZAE000127148
RECONSITITUTION OF THE BOARD OF DIRECTORS OF LIBHOLD
INTRODUCTION
Shareholders are referred to the circular to shareholders dated 26 September
2008 and the previous announcements released on SENS on Thursday, 4 September
2008, Friday, 26 September 2008, Tuesday, 21 October 2008 and Wednesday, 12
November 2008, relating to:-
1.1 the offer by Libhold to acquire all of the issued ordinary shares of
Liberty Group Limited ("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
("scheme") in terms of section 311 of the Companies Act No. 61 of 1973, as
amended ("Companies Act"); and
1.2 the sub-division of each share in Libhold`s authorised and issued ordinary
share capital into three ordinary shares and the increase in Libhold`s
authorised ordinary share capital to enable Libhold to issue the
consideration shares.
In the light of the fact that after implementation of the scheme, Libhold has
become the sole shareholder of Liberty and all minority shareholders in Liberty
have become shareholders in Libhold, the board of Libhold has been reconstituted
with effect from Wednesday, 12 November 2008, so that the Liberty directors who
are not already on the Libhold board are appointed to the Libhold board. This
was announced on SENS on Wednesday, 12 November 2008:
The following individuals resign with effect from Monday, 1 December 2008, from
their respective offices in relation to Libhold:
Mr D Cooper resigns as chairman and non-executive director;
Mr M Shaw resigns as non-executive director and chairman of the Audit Committee;
and
Mr V Barnard resigns as company secretary.
The board of Libhold wishes to express its gratitude and appreciation to Messrs
Cooper, Shaw and Barnard for their contribution to the growth and development of
Libhold.
The following individuals have been appointed, with effect from Wednesday, 12
November 2008, to the board of Libhold and, with effect from Monday, 1 December
2008, to the positions and committees referred to below:
Mr S J Macozoma: non-executive chairman of the board, Group Transformation
Committee and Directors` Affairs Committee and member of the Group Remuneration
Committee
Mr T D A Ross: independent chairman of the Group Risk Committee and Group Audit
and Actuarial Committee
Mr A W B Band: independent chairman of the Group Remuneration Committee and
member of the Group Risk Committee, Group Audit and Actuarial Committee and
Directors` Affairs Committee
Mr J B Hemphill: chief executive and a member of the Group Transformation
Committee
Mr R G Tomlinson: deputy chief executive and a member of the Group
Transformation Committee
Mr H I Appelbaum: non-executive director and a member of the Group
Transformation Committee
Mr J H Maree: non-executive director and a member of the Group Transformation
Committee and Directors` Affairs Committee
Mr P G Wharton-Hood: non-executive director
Mr A Romanis: independent director and a member of the Group Risk Committee,
Group Audit and Actuarial Committee and Group Remuneration Committee
Dr S P Sibisi: independent director and a member of the Group Risk Committee and
Group Audit and Actuarial Committee
Ms B S Tshabalala: independent director and a member of the Group Risk
Committee, Group Audit and Actuarial Committee and Group Remuneration Committee
Professor L Patel: independent director and a member of the Group Transformation
Committee.
Mrs J M Parratt has been appointed as company secretary of Libhold.
The board of Libhold extends its welcome to its new board members and company
secretary and wishes them success in the future.
Johannesburg
1 December 2008
Sponsor
Merrill Lynch South Africa (Proprietary) Limited
Date: 01/12/2008 14:33:16 Produced by the JSE SENS Department.
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