| Tue 15 Apr 2003, 11:30 | | LIBERTY/ LIBHOLD - ACQUISITION OF POLICYHOLDER LIA |
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LIBERTY/ LIBHOLD - ACQUISITION OF POLICYHOLDER LIABILITIES OF INVESTEC EMPLOYEE
BENEFITS LIMITED
Liberty Group Limited Liberty Holdings
Limited
(Incorporated in the Republic of (Incorporated in the Republic
South Africa) of South Africa)
(Registration number (Registration number
1957/002788/06) 1968/002095/06)
("Liberty") ("Libhold")
Share code: LGL Share code : LBH
ISIN Code: ZAE000024543 ISIN Code: ZAE000004032
Liberty and Investec Employee Benefits Limited ("IEB") have agreed,
subject to the fulfilment of certain suspensive conditions, that
Liberty will acquire the policyholder liabilities of IEB"s Fully
Administered Group and Permanent Health Insurance Business as
follows:
* with effect from 31 March 2003, Liberty will reinsure the policy
holder liabilities relating to IEB"s Fully Administered Group and
Permanent Health Insurance Business; and
* Liberty will assume the administration of the above policies with
effect from a target date of 1 August 2003; and
* IEB and Liberty will apply for a Court Order in terms of section
37 of the Long Term insurance Act, to formally transfer these
policy holder liabilities to Liberty.
i capital advisers are authorised to announce that Liberty has entered into a
separate Reinsurance Agreement, Administration Agreement and Transfer Agreement
with IEB, to effect the assumption of risk, administration and transfer of IEB"s
Fully Administered Group and Permanent Health Insurance Business to Liberty.
1. Rationale/Background
Over the past number of years, Liberty has expanded its involvement in the
retirement funding sector, through Liberty Corporate Benefits. The business unit
has enabled Liberty to expand its penetration of established and emergent
companies by growing its retirement fund membership base. Its target market
comprises mostly smaller and medium-sized companies, but also extends to include
larger companies.
After a period of focusing on operational efficiencies and infrastructural
development, Liberty Corporate Benefits is well placed to accelerate its
increase in market share and enhance value for all its stakeholders. Accordingly
Liberty has entered into the above agreements with IEB.
2. The transaction
a. The Reinsurance Agreement
With effect from 31 March 2003, subject to the conditions below, Liberty and IEB
have entered into a Reinsurance Agreement, whereby Liberty will reinsure the
risk portion of IEB"s Fully Administered Group and Permanent Health Insurance
policy holder liabilities.
b. The Administration Agreement
A separate agreement has been concluded between Liberty and IEB to transfer the
full administration of the above policies to Liberty. The target date for this
transfer is 1 August 2003. As part of this agreement, all of IEB"s staff
currently responsible for the administration of these policies will be
transferred to Liberty. This agreement is subject to certain regulatory
approvals as may be required.
c. The Transfer Agreement
As a separate agreement, Liberty and IEB have entered into an agreement to seek
a formal transfer, in terms of the Long Term Insurance Act, of all the above
policy holder liabilities to Liberty. Accordingly both parties will in due
course, make an application to the High Court of South Africa to grant a court
order to give effect to this transfer.
d. Policyholder Liabilities subject to the above agreements
Based on 31 March 2003 data, the estimated total liabilities that are subject to
the above agreements is R3.7 billion.
3. Expected Financial implications
The transaction will have no material financial impact on Liberty or Libhold,
but are however expected to result in the following benefits to Liberty over the
next 2 to 3 years:
enhance the Embedded Value ("EV") of Liberty Corporate Benefits" current in-
force policies through improved economies of scale; and
enhance Liberty Group"s EV due to the recognition of future profits from an
increased level of in-force business.
4. Suspensive Conditions
The above agreements are subject to the following suspensive conditions:
approval, if any, required in terms of the Competition Act No 89 of 1998; and
the obtaining of any other necessary regulatory approvals, if required.
Johannesburg
15 April 2003
Financial adviser : i capital advisers Legal adviser : Werksmans Inc
Sponsor to Liberty : Merrill Lynch Sponsor to Libhold : Merrill Lynch
