| Mon 13 Sep 2004, 16:43 | | Results Of The Scheme Meeting And The General Meet |
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Standard Bank Group - Results Of The Scheme Meeting And The General Meeting
Standard Bank Group Limited
(Incorporated in the Republic of South Africa)
(Registration number 1969/017128/06)
Share code: SBK Namibian share code: SNB
ISIN: ZAE000038873
(`Standard Bank Group` or `the Company`)
RESULTS OF THE SCHEME MEETING AND THE GENERAL MEETING
1. INTRODUCTION
Further to the announcements dated 15 July 2004 and 18 August 2004 relating to
the proposed facilitation by Standard Bank Group of the acquisition of an
effective 10% interest in its South African banking operations by a broad-based
grouping of black entities (referred to as the `black partners`), Standard Bank
Group ordinary shareholders are advised that:
1.1 The scheme of arrangement (`the scheme`) in terms of section 311 of
the Companies Act 1973 (Act 61 of 1973), as amended (`the Companies Act`),
proposed by six wholly-owned subsidiaries of Standard Bank Group (referred
to as the `SBG subsidiaries`) and the trustees of the Standard Bank Group
General Staff Share Trust (`General Staff Trust`), between Standard Bank
Group and its ordinary shareholders, has been approved by the requisite
majority of votes at the scheme meeting held today, Monday, 13 September
2004. Scheme members present in person or represented by proxy holding 983
233 528 Standard Bank Group ordinary shares voted in favour of the scheme,
which votes represent 98.1% of the total number of votes exercisable by the
scheme members present and voting either in person or represented by proxy
at the scheme meeting.
1.2 At the general meeting held today, Monday, 13 September 2004, the following
resolutions were passed:
1.2.1 the special resolution required in accordance with the Listings
Requirements of the JSE Securities Exchange South Africa (`JSE`)
for the acquisition by the SBG subsidiaries, in terms of section
89 of the Companies Act, of the Standard Bank Group ordinary
shares in terms of the scheme;
1.2.2 the ordinary resolutions:
1.2.2.1 approving the disposal by Standard Bank Group of the
ordinary shares held by it in the SBG subsidiaries to the
black partners;
1.2.2.2 approving the general staff scheme for the benefit of
certain employees of Standard Bank Group and its
subsidiaries; and
1.2.2.3 authorising any director or the secretary or the chief
financial officer of Standard Bank Group to do all such
things as may be necessary to give effect to the resolutions
mentioned above.
1.3 The special resolution referred to in paragraph 1.2.1 above will be lodged
with the Registrar of Companies for registration. If the special resolution
is registered by the Registrar of Companies, application will be made to
the High Court of South Africa (Witwatersrand Local Division) (`the
Court`), which is located in the High Court Building, Von Brandis Square,
corner Pritchard and Von Brandis Streets, Johannesburg, to sanction the
scheme on Tuesday, 21 September 2004 at 10:00 or as soon thereafter as
Counsel may be heard.
2. PARTICIPATION BY BLACK NON-EXECUTIVE DIRECTORS
As would be expected with a transaction of this significance, Standard Bank
Group has had extensive and welcome communication with shareholders, analysts
and other interested parties on its proposed black ownership initiative. One of
the elements of discussion related to the voting mechanism for the intended
participation of black non-executive directors in the black ownership initiative
(black non-executive directors are defined in the circular to ordinary
shareholders dated 18 August 2004 as `current and future black directors on the
board who are not involved in the day-to-day management of the Company or any
other subsidiary of the Group and excluding non-executive directors of the board
who participate in the black ownership initiative other than as beneficiaries
under the Managers Trust`). In the interests of improving corporate governance,
Standard Bank Group undertakes that the eventual participation of the current
black non-executive directors in the black ownership initiative will be subject
to an additional approval of ordinary shareholders in a further general meeting.
This process will be consistently applied to any future black non-executive
directors participating in the initiative.
3. IMPORTANT DATES AND TIMES
2004
Court hearing to sanction the scheme on Tuesday, 21 September
If the scheme is sanctioned and implemented:
Announcement on SENS regarding the sanctioning
of the scheme on Tuesday, 21 September
Announcement in the press regarding the
sanctioning of the scheme on Wednesday, 22 September
Expected last day to trade Standard Bank Group
ordinary shares on the JSE in order for
ordinary shareholders to be eligible to
receive the scheme consideration on (note 2) Thursday, 23 September
Expected first day to trade Standard Bank Group
ordinary shares on the JSE ex entitlement to
the scheme consideration on Monday, 27 September
Expected record date, being the date on which
ordinary shareholders must be recorded on the
register of members of Standard Bank Group in
order to be scheme participants and so become
entitled to receive the scheme consideration,
at 17:00 on Friday, 1 October
Expected operative date of the scheme, at the
commencement of trading on the JSE (under new
ISIN number ZAE000057378), on Monday, 4 October
The scheme consideration expected to be
transferred or posted (as the case may be), and
new share certificates expected to be posted, to
certificated scheme participants whose documents
of title are received by the transfer secretaries
of the Company before 12:00 on Friday,
1 October 2004, on or about Monday, 4 October
or
failing receipt of documents of title before 12:00
on Friday, 1 October 2004, within five business
days of receipt thereof by the transfer
secretaries of the Company
The scheme consideration expected to be credited
to the dematerialised scheme participants` accounts
held at their CSDP or broker and share balances
updated Monday, 4 October
Notes
1. The abovementioned times and dates are South African times and dates, and
are subject to change. Any such change will be published on SENS and in the
press.
2. Shareholders may not dematerialise or rematerialise their Standard Bank
Group ordinary shares after Thursday, 23 September 2004. Dematerialisation
and rematerialisation of Standard Bank Group ordinary shares will
recommence after Monday, 4 October 2004.
4. CONDITION PRECEDENT
If the Court sanctions the scheme, the only remaining condition precedent to
which the scheme will be subject, will be the registration of the Order of Court
sanctioning the scheme by the Registrar of Companies.
5. CHAIRPERSON`S REPORT
Copies of the Chairperson`s report to the Court on the scheme meeting will be
available to any ordinary shareholder on request free of charge from Tuesday, 14
September 2004 until Tuesday, 21 September 2004 during normal business hours
from the registered office of Standard Bank Group, 9th Floor, Standard Bank
Centre, 5 Simmonds Street, Johannesburg and at the offices of the Investment
Bank and joint sponsor, being The Standard Bank of South Africa Limited, 5th
Floor, 3 Simmonds Street, Johannesburg.
6. FURTHER ANNOUNCEMENT
A further announcement regarding the outcome of the application to the Court
will be made to shareholders in due course.
Johannesburg
13 September 2004
Investment bank and joint sponsor
Standard Bank
Independent financial adviser
JP Morgan
Independent lead sponsor
Deutsche Securities
Attorneys
Bowman Gilfillan
Joint independent reporting accountants
KPMG
and
PricewaterhouseCoopers
Date: 13/09/2004 04:37:05 PM Produced by the JSE SENS Department
