| Thu 15 Jul 2004, 15:30 | | The Proposed Introduction Of Direct Black Share |
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Liberty Group Limited - The Proposed Introduction Of Direct Black Share
Ownership To Liberty Life
Liberty Group Limited
(Incorporated in the Republic of South Africa)
(Registration number: 1957/002788/06)
Share code: LGL
ISIN: ZAE000024543
(`Liberty Life` or `the Company`)
THE PROPOSED INTRODUCTION OF DIRECT BLACK SHARE OWNERSHIP
TO LIBERTY LIFE
1. INTRODUCTION
Liberty Life has approved a series of transactions whereby it proposes to
facilitate the acquisition of an effective 10% interest in its South African
operations by broad-based black groupings, subject to the fulfilment of the
conditions precedent set out in paragraph 5.1 below, which includes the
approval of Liberty Life ordinary shareholders (`Liberty Life shareholders`).
The broad-based black groupings include:
- black strategic partners being: Safika Holdings (Proprietary) Limited
(`Safika`) and Millennium Consolidated Investments (Proprietary) Limited
(`MCI`) (`the Tutuwa Consortium`), which will together acquire approximately
10.3 million Liberty Life ordinary shares (`Liberty Life shares`);
- approximately 840 current black managers, as well as future black managers
of Liberty Life, represented by a trust (`the black managers` trust`), which
will acquire approximately 10.3 million Liberty Life shares; and
- a trust to be formed for the benefit of various black educational and other
empowerment groupings (`community trust`), which will acquire approximately
5.2 million Liberty Life shares,
(collectively, `the black partners`).
The shareholders of Liberty Life are advised that Liberty Life:
- will propose a scheme of arrangement (`the scheme`) in terms of section 311
of the Companies Act, 1973 (Act 61 of 1973) (`the Companies Act`), that will,
subject to the fulfilment of the conditions precedent set out in paragraph
5.1, result in four wholly-owned subsidiaries of Liberty Life (collectively,
`the empowerment subsidiaries`), acquiring in aggregate 9.4% of the issued
share capital of Liberty Life pro rata from all existing Liberty Life
shareholders for a cash consideration of R48.50 per share; and
- has entered into a set of agreements and will enter into further agreements
with the black partners, in terms of which the black partners will, subject to
fulfilment of the conditions precedent set out in paragraph 5.1 below, acquire
all of the ordinary shares in the empowerment subsidiaries, thereby acquiring
beneficial ownership of Liberty Life shares representing 10% of the value of
the South African operations of Liberty Life,
(collectively, `the black ownership initiative`).
Liberty Life shareholders are advised that as a result of the black ownership
initiative each shareholder will dispose of 94 shares for every 1 000 Liberty
Life shares held, at a price of R48.50 per Liberty Life share. Furthermore,
current shareholders will retain the right to receive any dividend to be paid
by Liberty Life in respect of the first half of 2004. The empowerment
subsidiaries will be capitalised through floating rate preference shares with
a 20-year term, although the redemption is anticipated to occur in less than
20 years. The redemption profile will not be linked to the Liberty Life share
price performance, thus enhancing the sustainability of the black ownership
initiative.
In addition, subject to the conditions precedent set out in paragraph 6 below,
Liberty Life will propose a general staff scheme (`the general staff scheme`)
in terms of which approximately 4 600 employees of Liberty Life based in South
Africa, which excludes the black managers who will participate in the black
ownership initiative and white managers that participate in the existing share
incentive scheme (`qualifying staff`), will be awarded 100 Liberty Life shares
each, at no cost to them, which will be held by an employee trust (`the
general staff scheme trust`). The rights to the Liberty Life shares will vest
immediately in the qualifying staff but they will not be entitled to dispose
of their ordinary shares or the rights attaching thereto until the expiry of a
three-year lock-in period, regardless of whether they remain employed by
Liberty Life.
At present, 10% of Liberty Life`s South African operations is valued at R1.3
billion and is equivalent to approximately 9.4% of the issued ordinary share
capital of Liberty Life. On implementation of the black ownership initiative,
the black partners will hold approximately 25.8 million Liberty Life shares,
representing 10% of the value of Liberty Life`s South African operations.
2. RATIONALE
2.1 Liberty Life`s commitment to black economic empowerment
Liberty Life is firmly committed to black economic empowerment (`BEE`) in
South Africa. The Company accepts that meaningful participation by black
people in the mainstream economy is essential to sustaining South Africa`s
successful economic and democratic structures.
Liberty Life has for many years followed a BEE strategy aimed at achieving:
- a meaningful number of black directors and executives in Liberty Life;
- a staff complement that reflects South Africa`s diverse demographic profile;
- a procurement policy that recognises BEE;
- a growing and economically active customer base drawn from previously
economically disadvantaged communities; and
- social development and educational programmes that are primarily directed at
developing and empowering previously disadvantaged communities.
Liberty Life is a large South African based institution that is part of the
fabric of South Africa. Accordingly, the Liberty Life board of directors (`the
board`) believes that Liberty Life needs to facilitate an empowerment
transaction that seeks to embrace the spirit as well as the requirements of
the Financial Sector Charter (`the Charter`).
2.2 The Charter
Many of Liberty Life`s long-practiced BEE philosophies were formally embodied
in the Charter, which was adopted on 17 October 2003 by participants in the
South African financial sector, including the Life Offices` Association. This
sector-wide commitment to BEE is aimed at contributing towards sustained
economic growth, development and social transformation in South Africa.
The six key areas of BEE embraced by the Charter are:
- business ownership and control;
- development of human resources;
- procurement and enterprise development;
- access to financial services;
- empowerment financing; and
- corporate social investment.
The empowerment rating scorecard set out in paragraph 16 of the Charter (`the
scorecard`) provides an objective and broad-based set of indicators for
measuring each financial institution`s success in meeting the requirements of
the Charter. It is intended that the scorecard will be used by:
- financial institutions to assess their own progress in achieving BEE;
- the Charter Council, to be established in terms of paragraph 15.1 of the
Charter, in evaluating a financial institution`s adherence to the Charter; and
- the Government and private sector, when adjudicating business to be awarded
to financial institutions.
In terms of the Charter, in order for a financial institution to earn the
maximum 12 direct ownership points, 10% of the equity value of the South
African operations of that company, together with control over all of the
voting rights attaching to that equity interest, must be held by black people
by 31 December 2010. The maximum direct ownership points will only be achieved
if the Charter`s control requirements are met i.e. a minimum of 33% black
representation on the board of directors of that financial institution by
2008.
3. THE BLACK PARTNERS
The broad-based nature of the black partners is designed to mirror the spread
of Liberty Life`s South African business network and maximise the business
case for BEE by aligning the interests of the black partners, many of whom are
already stakeholders in Liberty Life as shareholders, customers,
intermediaries, employees, suppliers and members of communities in which
Liberty Life operates, with those of Liberty Life.
3.1 The Tutuwa Consortium
Liberty Life considers it imperative to have leaders among its black partners
and it envisages that the strategic partners will provide such leadership and
assist it in providing co-ordination between the black partners to meet its
strategic objectives and grow its business.
Both Safika and MCI are black companies founded by prominent black individuals
who were influential in driving South Africa`s democratic process in the early
1990s and who have since established themselves as businessmen with proven
track records.
Liberty Life`s black ownership initiative provides a unique opportunity to
strengthen and entrench relationships with Safika and MCI who will be value-
adding strategic partners to the operations of Liberty Life.
The approximate 10.3 million Liberty Life shares effectively acquired by the
Tutuwa Consortium will be held in separate entities by Safika and MCI in the
ratio of 60:40. Safika will therefore effectively hold approximately 6.2
million Liberty Life shares and MCI approximately 4.1 million Liberty Life
shares.
Safika
Safika is an empowerment investment holding company with investments in the
fields of, inter alia, communication, information technology, human capital,
natural resources and financial services.
Safika currently partners Liberty Life in STANLIB Limited (`STANLIB`), where
it leads a consortium that holds an interest of 25.2% in STANLIB. Safika has
successfully assisted STANLIB in generating meaningful additional business
since becoming a shareholder in this company.
The effective direct and indirect shareholders of Safika are: Moss Ngoasheng
(20%); Vuli Cuba (20%); Saki Macozoma (20%); Marc Ber (10%); Soto Ndukwana
(5%) and Richard Chauke (5%). In addition, 20% of the shares in Safika are
reserved for future strategic shareholders.
Saki Macozoma is currently a member of the board of Liberty Life.
Liberty Life and Standard Bank Group are in advanced discussions to acquire,
in total, a 20% strategic shareholding in Safika. This acquisition is not
linked to the black ownership initiative.
MCI
MCI is a black-owned and managed investment holding company founded by Cyril
Ramaphosa, James Motlatsi and several black professionals. MCI has investments
in the resources, property, industrial and financial sectors. MCI`s
principals have been active participants in the BEE landscape in South Africa
since 1996.
The shareholders of MCI are: the Ramaphosa family (30%); management and staff
(25%); James Motlatsi and other individuals (10%); Standard Bank Group Limited
(15%); Investec Limited (15%) and community trusts (5%).
3.2 The black managers
Liberty Life believes that one of the most effective ways to achieve broad-
based empowerment is to empower its black staff. Accordingly, the black
managers` trust will be established for the benefit of current and future
Liberty Life black managers.
Liberty Life currently has approximately 840 black South African managers who
will participate in the black ownership initiative. An internal committee
(`the allocation committee`) has been tasked with formulating the criteria to
determine the equitable participation of those black managers in the black
managers` trust. The allocation committee will submit proposals to a sub-
committee of the board and thereafter the final allocations will be confirmed.
It is anticipated that Liberty Life will finalise the initial allocation of
interests in the black managers` trust during the fourth quarter of 2004.
The empowerment of only black managers through the black ownership initiative
is a sensitive matter, which needs to be managed and communicated properly. To
this end, Liberty Life has developed a comprehensive communication and
education programme that will be aimed at addressing any concerns of
employees.
3.3 The educational and other empowerment groupings
The board is committed to fulfilling its social responsibilities and considers
it appropriate to empower broad-based educational and other empowerment
groupings, which is in line with the South African Government`s aims of
achieving broad-based empowerment initiatives and educating the nation. In
seeking to contribute to the delivery of quality education to all South
Africans, the Liberty Foundation has developed initiatives in education such
as The Liberty Learning Channel, the Mindset Network, the Sunday Times/Liberty
ReadRight programme and Primary Matters and Matric Matters, which are
published in partnership with the Independent Group.
Market research has shown that as a result of the Liberty Foundation`s
activities, Liberty Life is recognised as a leading education company by the
lower-income segment of the South African market. Therefore, it is considered
appropriate to build on this community-upliftment platform by giving the
benefits of direct equity ownership to educational and other empowerment
groupings.
Safika and MCI have committed to assisting Liberty Life in the identification
of these educational and other empowerment groupings. It is envisaged that
the selection of the educational and other empowerment groupings will be
completed by
31 December 2004.
4. VALUE OF THE SOUTH AFRICAN OPERATIONS OF LIBERTY LIFE
JPMorgan Chase Bank (`JPMorgan`) was appointed to perform a valuation of
Liberty Ermitage Jersey Limited (`Ermitage`), which is based in Jersey and has
operations in London, Luxembourg and Bermuda. Having regard to the fair value
of Ermitage and the empowerment value of STANLIB (as determined by the value
at which Liberty Life and Standard Bank Group Limited, collectively, disposed
of 25.2% of the equity of STANLIB to a black empowerment consortium in 2003),
which values are included in the market value of Liberty Life, the board is of
the view that in order to comply with the Charter`s direct ownership
requirements (10% of the South African operations), it is necessary for the
black partners to acquire 9.4% of the issued share capital of Liberty Life.
Description R million
Liberty Life market capitalisation (1) 14 068
Value of Ermitage (2) (635)
Equity value of South African operations 13 433
10% of Liberty Life`s South African operations
- gross empowerment value 1 343
Less: Empowerment value of STANLIB (3) (28)
Net empowerment value 1 316
Net empowerment value as a percentage of Liberty Life`s
market capitalisation 9.4%
Notes:
(1) At the close of business on 9 July 2004.
(2) JPMorgan valuation.
(3) Based on equity value at transaction date.
5. THE BLACK OWNERSHIP INITIATIVE
5.1 The scheme
Liberty Life will establish the empowerment subsidiaries, whose sole purpose
will be to acquire and own Liberty Life shares, and capitalise them by
subscribing for cumulative, redeemable preference shares, with an aggregate
value of approximately R1.3 billion, with a term of 20 years (`the preference
shares`).
The important terms of the preference shares are as follows:
- Liberty Life will receive a cumulative preference dividend calculated at a
variable dividend rate equal to 65% of the prime interest rate; and
- the dividends paid to each empowerment subsidiary in respect of the Liberty
Life shares to be acquired by them through the scheme (`scheme shares`), less
any costs necessary for the administrative functions of the subsidiary, will
be used to pay the preference dividends and to redeem the preference shares,
although the black partners may be entitled to receive 10% of the surplus of
such dividend flow over the preference dividends at a point in the future.
Liberty Life will propose the scheme for the acquisition by the empowerment
subsidiaries of 9.4% of the Liberty Life shares on a pro rata basis from
current shareholders of Liberty Life for a cash price of R48.50 per share. The
aggregate purchase consideration in respect of the approximately 25.8 million
Liberty Life shares will be approximately R1.3 billion.
The scheme will be conditional upon the fulfilment of the following:
- Liberty Life shareholders in general meeting adopting a special resolution
approving the purchase by the empowerment subsidiaries of the scheme shares
and that resolution being registered by the Registrar of Companies;
- the Registrar of Long-term Insurance approving the purchase by the
empowerment subsidiaries of the scheme shares in terms of the scheme;
- Liberty Life shareholders in general meeting adopting an ordinary resolution
approving the disposal by Liberty Life of the issued ordinary shares of the
empowerment subsidiaries to the black partners;
- the scheme being approved by a majority representing not less than three-
fourths (75%) of the votes exercisable by Liberty Life shareholders present
and voting at the scheme meeting;
- the High Court granting an order that the scheme be sanctioned in terms of
section 311 of the Companies Act and be approved in terms of section 37 of the
Long-term Insurance Act, 1998 (Act 52 of 1998), and the order in terms of
section 311 of the Companies Act being registered by the Registrar of
Companies; and
- any other regulatory approvals that may be required.
Immediately following the implementation of the scheme, the value of the
Liberty Life shares acquired by the empowerment subsidiaries in terms of the
scheme will be matched in the empowerment subsidiaries by a corresponding
preference share obligation to Liberty Life, resulting in the net asset value
of the ordinary shares of each empowerment subsidiary being insubstantial.
5.2 The sale of the empowerment subsidiaries
The black managers` trust and community trust will each independently agree,
and Safika and MCI have each independently agreed, with Liberty Life, to
purchase the entire issued ordinary share capital of the relevant empowerment
subsidiary for a purchase consideration equal to the net asset value of each
empowerment subsidiary (`the subsidiary disposals`), with effect from the day
following implementation of the scheme. The subsidiary disposals are subject
to the fulfilment of the conditions precedent set out in paragraph 5.1 above.
After the black ownership initiative has been concluded, assuming a share
price of R51.00, being the closing price per Liberty Life share on 9 July
2004:
- the Tutuwa Consortium will own the ordinary shares in two of the empowerment
subsidiaries (`Stratco 1` and `Stratco 2`), which will, collectively, own
approximately 10.3 million Liberty Life shares, with a market value of
approximately R525 million;
- the black managers` trust will own the ordinary shares in an empowerment
subsidiary (`Staffco`), which will own approximately 10.3 million Liberty Life
shares, with a market value of approximately R525 million; and
- the community trust will own ordinary shares in one of the empowerment
subsidiaries (`Commco`), which will own approximately 5.2 million Liberty Life
shares, with a market value of approximately R265 million.
5.3 The shareholders` agreements
Safika and Liberty Life have entered into a shareholders` agreement with
respect to Stratco 1 and MCI and Liberty Life have entered into a
shareholders` agreement with respect to Stratco 2. The black managers` trust
and Liberty Life will enter into a shareholders` agreement with respect to
Staffco and the community trust and Liberty Life will enter into a
shareholders` agreement with respect to Commco. These agreements will regulate
the relationship between Liberty Life (as preference shareholder) and the
relevant black partner (as ordinary shareholder) of the relevant empowerment
subsidiary to ensure, insofar as possible, the continued compliance by Liberty
Life with the direct ownership requirements of the Charter.
The shareholders` agreements will provide that, without Liberty Life`s
consent, the black partners will not be entitled to dispose of their interest
in the relevant empowerment subsidiary and the relevant empowerment subsidiary
will not be entitled to dispose of its Liberty Life shares, until the expiry
of a minimum lock-in period (which could be in 2011, depending on when the
Charter Council ownership review takes place, but will not end later than
midnight on 31 December 2014). Furthermore, until the end of the lock-in
period, the black partners will undertake that each empowerment subsidiary
will remain a `Black Company`, as defined in the Charter.
6. THE GENERAL STAFF SCHEME
Liberty Life seeks to promote an equitable and diversity-friendly workplace
environment and would like to encourage share ownership by employees at all
levels of the business across Liberty Life.
Liberty Life will establish the general staff scheme trust, the sole purpose
of which will be to acquire and hold Liberty Life shares on behalf of the
qualifying staff. Each qualifying staff member will receive the rights through
the general staff scheme to 100 shares in Liberty Life and will be entitled to
the dividends in respect of those shares. The rights to the Liberty Life
shares will vest in the qualifying staff immediately, but they will not be
entitled to dispose of these rights for a period of three years from receipt
thereof. The acquisition of Liberty Life shares by the general staff scheme
trust will be funded by the payment of bonuses of approximately R34 million to
qualifying staff. These bonuses will be the amount required to fund the
acquisition of the necessary shares at the time of transfer to the general
staff scheme trust. It is intended that Liberty Life will dispose of Liberty
Life shares currently held within the Liberty Life group, to meet the
requirements of the general staff scheme.
The implementation of the general staff scheme is conditional upon:
- shareholders approving the ordinary resolution approving the sale of the
relevant Liberty Life shares to the general staff scheme trust; and
- the fulfilment of the conditions precedent set out in paragraph 5.1 above,
relating to the scheme.
7. RESULTANT STRUCTURE OF LIBERTY LIFE
For a diagrammatic explanation of the resultant shareholding structure of
Liberty Life subsequent to the implementation of the black ownership
initiative and the general staff scheme, please refer to the press
announcement to be published in the press tomorrow (Friday, 16 July 2004).
8. ECONOMIC COST
Liberty Life has estimated the economic cost of the black ownership initiative
and the general staff scheme, both incurred and potential, quantified using
recognised financial risk pricing methodologies and assumptions, to be
approximately R375 million. This translates to 2.7% of the market
capitalisation of Liberty Life with reference to the closing Liberty Life
share price of R51.00 per share on 9 July 2004. JPMorgan reviewed this
estimation.
9. ACCOUNTING TREATMENT
The principle underlying the accounting treatment is compliant with South
African Statements of Generally Accepted Accounting Practice and the
International Accounting Standards on which they are based (`GAAP`). GAAP may
require a transaction to be accounted for in a different manner to its legal
substance and form. The accounting treatment described below has been
determined based on both local and international accounting advice and
interpretations of GAAP.
9.1 The black ownership initiative
The acquisition of the Liberty Life shares by the empowerment subsidiaries is
accounted for as a reduction in equity in Liberty Life`s company and
consolidated annual financial statements. The preference share capital
provided to the empowerment subsidiaries does not meet the definition of a
financial asset in terms of GAAP, as the repayment of the preference share
obligation will effectively be financed by Liberty Life`s ordinary dividends.
As a result, Liberty Life`s dividend and capital redemption payments received
on the preference shares are eliminated against gross ordinary dividends
declared.
For purposes of the calculation of earnings per share (`EPS`), the weighted
average number of Liberty Life shares in issue is reduced by the number of
Liberty Life shares held by those empowerment subsidiaries, which have been
sold to the black partners. The weighted average number of Liberty Life shares
in issue will be restored on full repayment of the preference shares by the
black partners, or to the extent transferred to a third party, upon such
transfer.
In considering the applicability of International Financial Reporting
Standards (`IFRS`): Share-based Payments (`IFRS 2`), Liberty Life has been
advised that the black ownership initiative is not regarded as a `good` or a
`service` as envisaged by IFRS 2. The transaction is performed for a purpose
other than the payment for a good or a service supplied by Liberty Life and
the requirements of IFRS 2 are, therefore, not considered to be applicable.
9.2 The general staff scheme
As the acquisition of the Liberty Life shares by the qualifying employees in
terms of the general staff scheme is funded by remuneration, the cost of the
general staff scheme will be treated as an employee cost on implementation.
10. FINANCIAL EFFECTS
The pro forma financial effects set out below have been prepared to assist
Liberty Life shareholders to assess the impact of the black ownership
initiative and the general staff scheme on the EPS, headline EPS (`HEPS`), net
asset value (`NAV`) per share, tangible net asset value (`TNAV`) per share,
embedded value per share, total return on equity, headline return on equity
and capital adequacy requirement cover. These pro forma financial effects
have been disclosed in terms of the Listings Requirements of the JSE
Securities Exchange South Africa (`the JSE`) and do not constitute a
representation of the future financial position of Liberty Life on
implementation of the black ownership initiative and the general staff scheme.
The board is responsible for the pro forma financial effects, which are
provided for illustrative purposes only.
Before the black ownership initiative and the general
staff scheme (1) After the black ownership initiative
and the general
staff scheme Percentage change
EPS (cents) 424.0 433.1 (2) 2.1
HEPS (cents) 346.4 347.4 (2) 0.3
NAV per share (cents) 3 197.4 3 016.5 (3) (5.7)
TNAV per share (cents) 3 096.9 2 905.6 (3) (6.2)
Embedded value per share (cents) 5 758.5 5 843.1 (3) 1.5
Total return on equity (%) 13.1% 14.5% (2) 1.4
Headline return on equity (%) 10.7% 11.6% (2) 0.9
Capital adequacy requirement cover (x) 2.6 2.2 (3) N/A
Notes:
1. The EPS, HEPS, NAV per share, TNAV per share, embedded value per share,
total return on equity, headline return on equity and capital adequacy
requirement cover `Before the black ownership initiative and the general staff
scheme` are based on the audited results for the year ended 31 December 2003.
In respect of EPS, HEPS, total return on equity and headline return on equity,
the weighted average number of Liberty Life shares in issue, as per the 2003
audited results, of 274.0 million was used. In respect of the NAV per share,
TNAV per share, embedded value per share and capital adequacy requirement
cover, the number of Liberty Life shares in issue at 31 December 2003, as per
the 2003 audited results, of 274.7 million was used.
2. The EPS, HEPS, total return on equity and headline return on equity `After
the black ownership initiative and the general staff scheme` are based on the
assumption that the black ownership initiative and the general staff scheme
were implemented on 1 January 2003 using 248.2 million shares in issue (274.0
million weighted average ordinary shares in issue as per the 2003 audited
results less 25.8 million shares owned by the black partners).
3. The NAV per share, TNAV per share, embedded value per share and capital
adequacy requirement cover `After the black ownership initiative and the
general staff scheme` are based on the assumption that the black ownership
initiative and the general staff scheme were implemented on 31 December 2003
using 248.9 million shares in issue (274.7 million shares in issue as per the
2003 audited results less 25.8 million shares owned by the black partners).
4. The `After the black ownership initiative and the general staff scheme`
column reflected above, makes the following assumptions:
- Liberty Life, through its empowerment subsidiaries, acquires 25.8 million
ordinary shares at R48.50 per share in terms of the scheme. The pro rata share
repurchase is funded by R1.3 billion of capital in Liberty Life;
- the pro rata share repurchase is debited to equity;
- dividends on preference shares paid by the empowerment subsidiaries to
Liberty Life equal the dividends on Liberty Life shares paid to the
empowerment subsidiaries;
- the cumulative preference dividends on the preference shares are calculated
at 65% of the prime interest rate (nominal annual compounded semi-annually);
- the pro rata repurchase of R1.3 billion is financed from shareholders` funds
through Liberty Life`s existing available cash and the sale of equity unit
trusts, which would have earned an after-tax return of 5.8% per annum;
- a bonus of approximately R34 million is paid to Liberty Life employees,
which will be used by employees to acquire approximately 460 000 Liberty Life
shares from Liberty Life shares currently held; and
- the total return on equity is based on average shareholders` funds for the
period.
11. LIBERTY LIFE POLICYHOLDERS
Liberty Life policyholders will not be directly affected by the black
ownership initiative and the general staff scheme, as the proposed
transactions will use shareholders` funds.
12. OPINIONS AND RECOMMENDATIONS
12.1 Independent expert`s opinion
Although not a requirement in terms of the Listings Requirements of the JSE,
JPMorgan was appointed as an independent expert to advise the board as to
whether the terms and conditions of the black ownership initiative are fair
and reasonable from a financial point of view to Liberty Life. JPMorgan has
considered the terms and conditions of the black ownership initiative and,
based on a review of the information available to it and its discussions with
management of Liberty Life, is of the opinion that, collectively, the terms
and conditions of the black ownership initiative are fair and reasonable from
a financial point of view to Liberty Life.
12.2 Opinion of the board
The board, together with Liberty Life`s advisers, has structured the black
ownership initiative and the general staff scheme in an attempt to ensure that
they are in line with the long-term strategy of the Company.
The board is mindful that a failure by Liberty Life to embark on a BEE
strategy that complies with the Charter will have negative consequences for
the financial performance and sustainability of the Company.
Taking the above factors into account, the board has considered the terms and
conditions of the black ownership initiative and JPMorgan`s opinion and is of
the unanimous opinion that they are fair and reasonable to Liberty Life.
Accordingly, the board recommends that shareholders vote in favour of the
scheme at the scheme meeting and the resolutions to be proposed at the general
meeting to be held on the same date and same venue as the scheme meeting,
details of which will be set out in the circular referred to in the paragraph
below. In respect of their personal holdings in Liberty Life, the directors
intend to vote in favour of the scheme and the resolutions to be proposed at
the general meeting.
Saki Macozoma recused himself from the decision-making process of the board
due to his 20% interest in the issued share capital of Safika.
13. FURTHER IMPORTANT DETAILS AND THE CIRCULAR
Liberty Life shareholders will be advised in due course as to the important
dates and times relevant to the black ownership initiative and the general
staff scheme.
The circular setting out the full details of the black ownership initiative
and the general staff scheme and the meetings required to approve them will be
posted to Liberty Life shareholders in early September 2004.
Johannesburg
15 July 2004
Investment bank and joint sponsor
Standard Bank
Independent financial adviser
JPMorgan
Independent lead sponsor
Merrill Lynch
Attorneys
Werksmans
Reporting accountants and auditors
PWC
Financial adviser to MCI
MCI Advisers
Attorneys to the Tutuwa Consortium
Prinsloo, Tindle & Andropoulos Inc.Attorneys
Derek H. Rabin Attorneys
Moss Morris Attorneys
Date: 15/07/2004 02:23:24 PM Produced by the JSE SENS Department
