STANDARD BANK INVESTMENT CORPORATION LIMITED
(INCORPORATED IN THE REPUBLIC OF SOUTH AFRICA)
(REGISTRATION NUMBER 1969/017128/06)
("STANBIC")
PROPOSED DISPOSAL OF INTERESTS IN LIBERTY INTERNATIONAL PLC
THE BOARD OF STANBIC ADVISES ITS SHAREHOLDERS THAT THE SHAREHOLDERS OF LIBERTY
INTERNATIONAL PLC ("LIBERTY INTERNATIONAL") HAVE TODAY VOTED TO AUTHORISE
LIBERTY INTERNATIONAL'S PROPOSAL (THE "REPURCHASE PROPOSAL") TO REPURCHASE FROM
STANBIC AND LIBERTY GROUP LIMITED ("LIBERTY") 26 658 023 AND 66 841 977 SHARES
RESPECTIVELY IN LIBERTY INTERNATIONAL (THE "SALE SHARES") FOR 575 PENCE PER
SHARE IN CASH.
LIBERTY INTERNATIONAL HAS TODAY ISSUED A FORMAL OFFER TO STANBIC AND LIBERTY
TO PURCHASE THE SALE SHARES, WHICH OFFER IS OPEN FOR ACCEPTANCE UNTIL 31 JULY
2000. THEREFORE, SHOULD THE SHAREHOLDERS OF STANBIC VOTE NOT TO APPROVE THE
SALE BY STANBIC OF ITS 26 658 023 SHARES IN LIBERTY INTERNATIONAL TO THE
BRITISH LAND COMPANY PLC ("BRITISH LAND") AT THE ADJOURNED GENERAL MEETING OF
STANBIC SHAREHOLDERS TO BE HELD AT 10:00 ON THURSDAY, 27 JULY 2000, STANBIC AND
LIBERTY WOULD HAVE SUFFICIENT TIME TO ACCEPT THE REPURCHASE PROPOSAL.
IN ADDITION, LIBERTY INTERNATIONAL HAS FORMALLY CONFIRMED TO THE BOARD OF
STANBIC THAT, IN THE EVENT THAT THE REPURCHASE PROPOSAL PROCEEDS, STANBIC AND
LIBERTY WOULD ALSO RECEIVE THE ANNOUNCED INTERIM DIVIDEND OF 10.25 PENCE PER
LIBERTY INTERNATIONAL SHARE (THE "INTERIM DIVIDEND").
THEREFORE, THE UNCERTAINTY REGARDING THE REPURCHASE PROPOSAL HAS NOW BEEN
REMOVED.
THE TOTAL AMOUNTS RECEIVABLE BY STANBIC AND LIBERTY UNDER:
(I) THE REPURCHASE PROPOSAL, LESS THE BREAK FEE PAYABLE TO
BRITISH LAND (ASSUMING THAT THE BREAK FEE IS TO BE DETERMINED
TAKING INTO ACCOUNT THE INTERIM DIVIDEND); AND
(II) THE TERMS OF THE PROPOSED SALE TO BRITISH LAND,
ARE SET OUT IN THE TABLE BELOW:
PER
LIBERTY RECEIVABLE RECEIVABLE
INTER- BY STANBIC BY LIBERTY TOTAL
NATIONAL
SHARE
UNDER LIBERTY
INTERNATIONAL'S
REPURCHASE
PROPOSAL
* AMOUNT
RECEIVABLE
NET OF
BREAK FEE 567.5P GBP151 285 564 GBP379 331 436 GBP530 617 000
UNDER THE BRITISH
LAND AGREEMENT
* GBP281 332 466
CASH AND 51 759 452
BRITISH LAND
SHARES # 518.2P GBP138 133 696 GBP346 354 618 GBP484 488 314
* FULL CASH
ELECTION ## 550.0P GBP146 619 127 GBP367 630 873 GBP514 250 000
# BASED ON BRITISH LAND'S SHARE PRICE OF 392.5 PENCE AT THE CLOSE
OF BUSINESS ON 21 JULY 2000
## BRITISH LAND, AT ITS DISCRETION, MAY ELECT TO PAY CASH OF 450
PENCE PER BRITISH LAND SHARE RATHER THAN ISSUE ANY OR ALL OF THE
51 759 452 BRITISH LAND SHARES
BASED ON BRITISH LAND'S SHARE PRICE AT THE CLOSE OF BUSINESS ON 21
JULY 2000, THE CONSIDERATION RECEIVABLE UNDER THE REPURCHASE PROPOSAL IS
GREATER THAN THAT UNDER THE PROPOSED SALE TO BRITISH LAND.
SHOULD THE SHAREHOLDERS OF STANBIC VOTE AGAINST THE TRANSACTION WITH BRITISH
LAND, THE BOARD OF STANBIC INTENDS TO ACCEPT THE REPURCHASE PROPOSAL. STANBIC
HAS BEEN ADVISED BY THE BOARD OF LIBERTY THAT LIBERTY WOULD, IN SUCH
CIRCUMSTANCES, ALSO ACCEPT THE REPURCHASE PROPOSAL.
PROXIES DULY LODGED FOR THE STANBIC GENERAL MEETING ORIGINALLY CONVENED FOR 6
JULY 2000 WILL BE VALID AT THE ADJOURNED GENERAL MEETING TO BE HELD AT 10:00 ON
THURSDAY, 27 JULY 2000 IN THE HP DE VILLIERS AUDITORIUM, STANDARD BANK CENTRE,
6 SIMMONDS STREET, JOHANNESBURG. HOWEVER, SHAREHOLDERS MAY LODGE NEW OR
REVISED PROXIES UP TO 10:00 ON WEDNESDAY, 26 JULY 2000 WITH EITHER THE TRANSFER
SECRETARIES OR THE GROUP SECRETARY OF STANBIC.
JOHANNESBURG
24 JULY 2000
MERCHANT BANK IN THE UK
STANDARD BANK LONDON LIMITED
REGISTRATION NUMBER 2130447
REGULATED BY THE SECURITIES AND FUTURES AUTHORITY LTD
MEMBER OF THE LONDON STOCK EXCHANGE
MERCHANT BANK IN SOUTH AFRICA
SCMB
STANDARD CORPORATE AND MERCHANT BANK
(A DIVISION OF THE STANDARD BANK OF SOUTH AFRICA LIMITED)
(REGISTRATION NUMBER 1962/000738/06)
ADVISERS TO STANBIC
JP MORGAN
UK SOLICITORS
HERBERT SMITH
ATTORNEYS IN SOUTH AFRICA
BOWMAN GILFILLAN INC.
(REGISTRATION NUMBER 1998/021409/21)
SPONSORING BROKERS
STANDARD EQUITIES (PROPRIETARY) LIMITED
(REGISTRATION NUMBER 1972/008305/07)
(MEMBER OF THE JOHANNESBURG STOCK EXCHANGE)
DEUTSCHE BANK SECURITIES (PTY) LTD
(REGISTRATION NUMBER 1973/006709/07)
(MEMBER OF THE JOHANNESBURG STOCK EXCHANGE)
SPONSORING BROKER TO STANBIC IN NAMIBIA
HSBC
PHILLIP JA VAN HEERDEN
MEMBER OF THE NAMIBIAN STOCK EXCHANGE
TRADING AS
HSBC SECURITIES (NAMIBIA) (PTY) LIMITED
REG. NO. 95/505