Offer for Liberty Holding minorities

    RNS Number : 3902V
  Standard Bank of South Africa Ltd
  28 May 2008
   

    SBK - Firm intention to acquire the remaining issued ordinary shares of Liberty Holdings

    Standard Bank Group Limited
    Registration No. 1969/017128/06
    Incorporated in the Republic of South Africa
    JSE share code: SBK
    NSX share code: SNB
    ISIN: ZAE000109815
    ("Standard Bank")

    FIRM INTENTION ON THE PART OF STANDARD BANK TO MAKE AN OFFER TO ACQUIRE THE ISSUED ORDINARY SHARE CAPITAL OF LIBERTY HOLDINGS THAT IT
DOES NOT ALREADY OWN

    1. INTRODUCTION
    The shareholders of Standard Bank are advised that Standard Bank has notified the board of directors of Liberty Holdings Limited
("Liberty Holdings") ("the Liberty Holdings Board") of its firm intention to acquire the remaining 20 044 474 shares (40.83%) of the issued
ordinary share capital of Liberty Holdings which Standard Bank does not already own ("the Offer Shares") ("the Offer").

    The consideration payable in terms of the Offer will be 21 925 cents per ordinary share in cash ("the Consideration").  If all Liberty
Holdings shareholders accept the Offer, the aggregate maximum Consideration will amount to R4.4 billion in cash.

    Standard Bank directly owns 29 046 248 ordinary shares in Liberty Holdings, representing 59.17% of the issued ordinary share capital of
Liberty Holdings and does not hold any options to acquire any Offer Shares.  Standard Bank's indirect subsidiaries Liberty Group Limited
("Liberty") and Stanlib Limited ("Stanlib") from time to time invest on behalf of policyholders in, or manage funds invested in, Liberty
Holdings.  Based on the latest publicly available information, Liberty controls 2 719 008 ordinary shares in Liberty Holdings, while Stanlib
manages 1 089 408 ordinary shares in Liberty Holdings, which respectively represent 5.54% and 2.22% of the issued ordinary share capital of
Liberty Holdings.

    2. RATIONALE
    Standard Bank has controlled Liberty through its shareholding in Liberty Holdings, since 1999. Standard Bank's effective economic
interest in Liberty amounts to approximately 33%.

    Standard Bank wishes to increase its effective economic interest in Liberty as part of rebalancing its portfolio of financial services
subsidiaries and to align its economic exposure with its strategic and commercial contribution to Liberty. Should all Liberty Holdings
shareholders accept the offer, based on 2007 earnings, Liberty's earnings will constitute over 11% of Standard Bank's headline earnings, up
from 7% currently.

    Following the Industrial and Commercial Bank of China transaction, which was concluded in March this year, Standard Bank has the
necessary capital resources to finance the purchase of additional shares in Liberty Holdings without reducing the growth potential of the
group's banking operations.

    3. MECHANISM OF THE OFFER
    The Offer will be implemented by way of an unconditional offer by Standard Bank to the shareholders of Liberty Holdings other than
Standard Bank ("the Offerees") in terms of Chapter XVA of the Companies Act, 1973 ("the Act").

    Should the Offer be accepted by Offerees in respect of nine-tenths or more of the Offer Shares, Standard Bank reserves the right to
invoke the provisions of Section 440K of the Act to compulsorily acquire all such Offer Shares in respect of which the Offer was not
accepted and apply for the termination of the listing of the ordinary shares of Liberty Holdings on the exchange operated by the JSE Limited
("the JSE").  If Section 440K of the Act cannot be invoked or Standard Bank elects not to invoke the provisions of Section 440K of the Act,
Liberty Holdings will continue as a listed company in respect of both its ordinary and preference shares.

    It is currently expected that the circular containing further details in respect of the Offer will be posted on or about 30 June 2008
and that the Offer will close for acceptances on or about 25 July 2008.

    4. TERMS OF THE OFFER
    The Consideration payable in terms of the Offer, which will be unconditional as to acceptances, will be a cash payment of 21 925 cents
per Offer Share.  

    The Consideration represents a premium of 23.2% to the closing price of Liberty Holdings ordinary shares on 26 May 2008. 

    Standard Bank's intention is to offer Liberty Holdings shareholders the opportunity to realise their investments for cash and to
re-invest in Liberty ordinary shares representing an approximately equivalent economic exposure. Standard Bank anticipates that shareholders
may be subject to taxes and brokerage costs in order to re-invest. Standard Bank estimates that a premium of 6% to the value of the
underlying investment held by Liberty Holdings in Liberty should compensate the vast majority of long term shareholders for such costs. 

    The Consideration therefore represents:
     - a premium of 6.0% to the 5 trading day volume weighted average value of the underlying investment held by Liberty Holdings in Liberty
together with the cash held by Liberty Holdings less the market value of Liberty Holdings' listed preference shares divided by the aggregate
number of Liberty Holdings ordinary shares in issue ("See-Through Value") to 26 May 2008; and 
     - a premium of 7.6% to the closing See-Through Value of Liberty Holdings ordinary shares on 26 May 2008. 

    5. CASH CONFIRMATION
    Goldman Sachs International has, as required in terms of the Securities Regulation Code and the Rules of the Securities Regulation
Panel, provided a cash confirmation to the Securities Regulation Panel confirming that Standard Bank has sufficient cash resources available
to satisfy the full cash consideration payable in terms of the Offer.

    Johannesburg
    27 May 2008

    Investment bank and financial adviser to Standard Bank
    Standard Bank

    Financial adviser to Standard Bank
    Goldman Sachs International

    Independent sponsor to Standard Bank
    Deutsche Bank

    Legal advisers to Standard Bank
    Bowman Gilfillan

This information is provided by RNS
The company news service from the London Stock Exchange
 
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