| Tue 15 Dec 2009, 16:28 | | LBH - Liberty Holdings Limited - Further announcement in relation to the |
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LBH
LBH
LBH - Liberty Holdings Limited - Further announcement in relation to the
Acquisition by Liberty of a controlling interest in CFC Insurance Holdings
Limited ("CFCIH")
LIBERTY HOLDINGS LIMITED
Registration number 1968/002095/06
Share Code: LBH
ISIN Code: ZAE000127148
("Liberty" or "the Company")
FURTHER ANNOUNCEMENT IN RELATION TO THE ACQUISITION BY LIBERTY OF A CONTROLLING
INTEREST IN CfC INSURANCE HOLDINGS LIMITED ("CfCIH")
Shareholders are referred to the announcement published on SENS on 3 December
2009 (the "terms announcement"), in which shareholders were advised that Liberty
would acquire control of CfCIH, a leading Kenyan wealth company that comprises
life, general and health insurance businesses in Kenya and Tanzania (the
"Transaction").
As stated in the terms announcement, according to paragraph 10.1 of the Listings
Requirements of the JSE, the Transaction is regarded as a small related party
transaction, as Standard Bank Group Limited ("Standard Bank") is a majority
shareholder of Liberty with a holding of 53.6% and the ultimate controlling
shareholder with a holding of 60.0%, through Stanbic Africa Holdings Limited, of
CfC Stanbic Holdings Limited, of which CfCIH is a wholly-owned subsidiary. The
board of directors of Liberty ("the Board") retained Fidelis Advisory Partners
(Proprietary) Limited ("Fidelis") to act as an independent expert to provide a
fairness opinion to the Board in respect of the Transaction.
Shareholders are now further advised that Fidelis rendered its opinion to the
Board on 15 December 2009 to the effect that, as of the date that the agreements
were signed, it had considered the terms of the Transaction and, based on and
subject to the assumptions and other considerations set forth in its opinion,
the Transaction was fair to the ordinary shareholders of Liberty (other than
Standard Bank). The fairness opinion will lie open for inspection at Liberty`s
registered office for a period of 28 days from the date of this announcement.
In addition, shareholders are advised that the obligations of Liberty in
relation to the Transaction are subject to the fulfilment of, inter alia, the
conditions precedent as set out in detail in the terms announcement. The date by
which certain conditions precedent are to be fulfilled has been extended by
agreement between the parties from 15 December 2009 to 29 December 2009.
By order of the Board
Liberty Holdings Limited
Braamfontein
15 December 2009
Sponsor
Merrill Lynch South Africa (Pty) Ltd
Independent Expert
Fidelis Advisory Partners (Proprietary) Limited
Legal advisers in Kenya
Coulson Harney
Legal advisors in South Africa
Werksmans
Date: 15/12/2009 16:28:02 Produced by the JSE SENS Department.
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