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Liberty Life - The Proposed Introduction Of Direct Black Share Ownership In
Liberty Life
Liberty Group Limited
(Incorporated in the Republic of South Africa)
(Registration number: 1957/002788/06)
Share code: LGL
ISIN: ZAE000024543
(`Liberty Life`)
THE PROPOSED INTRODUCTION OF DIRECT BLACK SHARE OWNERSHIP IN LIBERTY LIFE
Liberty Life shareholders are referred to the announcements dated 15 July 2004
and 10 September 2004 and the circular to shareholders dated 10 September 2004
relating to Liberty Life`s proposal to facilitate the acquisition of an
effective 10% interest in its South African operations by broad-based black
groupings. As set out in these announcements and the circular to shareholders,
Liberty Life has proposed a scheme of arrangement in terms of section 311 of the
Companies Act, 1973 (Act 61 of 1973), as amended (`Companies Act`), between
Liberty Life, the empowerment subsidiaries and Liberty Life`s shareholders (`the
scheme`) for the acquisition by the empowerment subsidiaries, in terms of
section 89 of the Companies Act, of 25 796 145 Liberty Life shares on a pro rata
basis from Liberty Life shareholders recorded as such in the register at 17:00
on Friday, 5 November 2004 for a consideration of 4850 cents per Liberty Life
share.
The number of Liberty Life shares in issue shown in the circular to shareholders
dated 10 September 2004 was the number of Liberty Life shares in issue as at
Wednesday, 1 September 2004, being the last practicable date prior to the
printing of the circular. The number of Liberty Life shares, as detailed in the
announcement released on SENS on Tuesday, 5 October 2004, has increased to 276
592 907, as a result of 745 179 Liberty Life shares being issued due to the
exercise of share options granted in terms of the Liberty Life Share Incentive
Schemes. As a consequence of this issue of Liberty Life shares, the final
repurchase ratio for the implementation of the purchase by the empowerment
subsidiaries of Liberty Life shares in terms of the scheme will change from 9.35
to 9.32639 shares for every 100 Liberty Life shares held by each Liberty Life
shareholder.
This change in the final repurchase ratio (and the amendments to the terms of
the scheme and special resolution contained in the abovementioned circular in
order to reflect that change) will be tabled for the consideration of Liberty
Life shareholders at the general meeting to be held at 10:00 on Friday, 15
October 2004 at the Liberty Conference Centre, 1 Anerley Road, Parktown and the
scheme meeting to be held at 11:00 on Friday, 15 October 2004 at the Liberty
Conference Centre, 1 Anerley Road, Parktown. Shareholders who would like a copy
of those amendments to the scheme and the special resolution should contact the
Liberty Life Group Secretary, Vincent Barnard, on (011) 408-4014 or by e-mail at
vincent.barnard@liberty.co.za.
Shareholders who intend to grant proxies for the casting of votes on their
behalf at the general meeting or scheme meeting should therefore be careful to
ensure that they do not restrict the proxy from approving the abovementioned
changes (and should therefore not delete the words `with modification` on the
proxy form for the scheme meeting contained in the abovementioned circular)
unless they specifically intend to do so.
Johannesburg
6 October 2004
Investment bank and sponsor
Standard Bank
Lead sponsor
Merrill Lynch
Attorneys
Werksmans
Reporting accountants and auditors
PWC
Independent financial adviser
JPMorgan
Date: 06/10/2004 03:13:10 PM
Produced by the JSE SENS Department
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