| Fri 28 Apr 2006, 15:37 | | Liberty Group Limited - Payment From Share Premium |
|
LGL
LIBU
Liberty Group Limited - Payment From Share Premium
Liberty Group Limited
(Incorporated in the Republic of South Africa)
(Registration number: 1957/002788/06)
Share code: LGL
ISIN: ZAE000057360
("Liberty Life"or "the Company")
PAYMENT FROM SHARE PREMIUM
1. Introduction and rationale
Liberty Life shareholders ("shareholders") are referred to the announcement,
dated 2 March 2006, containing Liberty Life"s preliminary annual results, in
which shareholders were advised of the Company"s intention to effect a capital
reduction of approximately R1 billion by way of a payment from the share premium
account in terms of section 90 of the Companies Act 1973 (Act 61 of 1973), as
amended, ("the distribution") in order for the Company to move closer to its
target capital adequacy requirement cover level of 1.7 times.
2. Details of the distribution
Subject to the conditions precedent set out in paragraph 3 below, a cash
distribution of R3.60 per share will be made to all shareholders registered as
such at the close of business on Friday, 9 June 2006. Payment will be effected
on Monday, 12 June 2006.
3. Conditions precedent
The distribution is conditional upon the approval of:
the requisite majority of shareholders at the annual general meeting ("AGM") of
Liberty Life, details of which are set out in paragraph 5 below; and
the Registrar of Long-term Insurance.
4. Circular to shareholders
A circular containing full details of the distribution ("the circular") was
posted to shareholders today, Friday, 28 April 2006.
5. Annual general meeting
The AGM will be held at the Liberty Conference Centre, 1 Anerley Road, Parktown,
Johannesburg on Monday 22 May 2006 at 9:00 to consider and, if deemed fit, pass,
with or without modifications, the resolution required to approve the payment
from share premium.
The notice convening the AGM and a form of proxy was enclosed with Liberty
Life"s annual financial statements for the year ended 31 December 2005, which
was posted to shareholders on 31 March 2006, and with the circular.
6. Pro forma financial effects
The unaudited pro forma financial effects set out below have been prepared for
illustrative purposes only in order to assist shareholders to assess the impact
of the distribution on the earnings per share ("EPS"), headline EPS ("HEPS"),
net asset value ("NAV") and tangible NAV ("TNAV") per share and are the
responsibility of the directors of Liberty Life. The material assumptions used
in the preparation of these financial effects are set out in the notes following
the table. Due to the nature of the unaudited pro forma financial effects, they
may not fairly present the financial position of the Company after the
distribution, nor the effect on the Company"s future earnings.
It is important to note that these financial effects are intended to illustrate
the impact of the distribution on the Company only and not on the financial
position of shareholders. The effect of the receipt by shareholders of the
distribution has therefore been excluded in the calculation of the figures set
out in the table below.
Before the After the Change
distribution distribution
(cents per share) (cents per share) (%)
EPS 572.80* 548.21** (4.29)
HEPS 731.20* 706.68** (3.35)
NAV per 3,813.42# 3,453.42## (9.44)
share
TNAV per 3,085.55# 2,725.55## (11.67)
share
Notes:
* : The EPS and HEPS, as set out in the "Before the distribution" column of the
table, have been extracted from the audited financial statements of Liberty Life
for the year ended 31 December 2005 and have been calculated based on a weighted
average of 251 761 295 shares in issue, which excludes the shares relating to
black economic empowerment transactions.
** : The EPS and HEPS, as set out in the "After the distribution" column of the
table, have been calculated based on a weighted average of 251 761 295 shares in
issue, which excludes the shares relating to black economic empowerment
transactions, and the assumption that:
- a total distribution of R906 million, excluding the distribution to shares
relating to black economic empowerment transactions, was effected on 1 January
2005;
- interest on short-term cash deposits foregone was at a pre-tax rate of 9.61%
per annum;
- no costs were incurred in connection with the distribution as such costs are
not material; and
- the effective tax rate was 29%.
# : The NAV and TNAV per share, as set out in the "Before the distribution"
column of the table, have been extracted from the audited financial statements
of Liberty Life for the year ended 31 December 2005 and calculated based on 251
761 295 shares in issue at 31 December 2005, which excludes the shares relating
to black economic empowerment transactions.
## : The NAV and TNAV per share, as set out in the "After the distribution"
column of the table, have been calculated based on 251 761 295 shares in issue
at 31 December 2005, which excludes the shares relating to black economic
empowerment transactions, and the assumptions that the distribution was effected
on 31 December 2005 and that no costs were incurred in connection with the
distribution as the total estimated costs are not material.
7. Salient dates and times
The salient dates and times of the payment from share premium are as follows:
2006
Last day for lodging of forms of proxy with
the transfer secretaries by 09:00 on Friday, 19 May
AGM to, inter alia, approve the payment from
share premium at 09:00 on Monday, 22 May
Results of the AGM announced on SENS Monday, 22 May
Results of the AGM published in the press Tuesday, 23 May
Last day to trade in order to be entitled
to receive the distribution Friday, 2 June
Shares trade "ex" entitlement to the distribution Monday, 5 June
Record date to receive the distribution Friday, 9 June
Safe custody accounts to be updated by the CSDP or
broker in the case of shareholders holding
dematerialised shares Monday, 12 June
Distribution to be transferred or posted
as the case may be) to shareholders holding
certificated shares Monday, 12 June
Notes:
1. All times shown in this announcement are South African times.
2. The abovementioned dates and times are subject to change. Any such change
will be announced on SENS and published in the press.
3. Shareholders may not dematerialise or rematerialise their Liberty Life shares
between Monday, 5 June 2006, and Friday, 9 June 2006, both days inclusive.
Johannesburg
28 April 2006
Investment bank and transactional sponsor
Standard Bank
Lead sponsor
Merrill Lynch
Attorneys
Werksmans
Reporting accountants and auditors
PricewaterhouseCoopers
Date: 28/04/2006 03:37:38 PM Produced by the JSE SENS Department
