STANDARD BANK GROUP LIMITED - Announcement in relation to RCS Investment Holdings Limited

Announcement in relation to RCS Investment Holdings Limited

The Foschini Group Limited                                           Standard Bank Group Limited
(Incorporated in the Republic of South Africa)       (Incorporated in the Republic of South Africa)
(Registration number: 1937/009504/06                        (Registration number 1969/017128/06)
Share codes: TFG                                                  South African Share Code: SBK
ISIN codes: ZAE000148516                                                      ISIN: ZAE000109815
("TFG”)                                                                Namibian Share Code: SNB
                                                                             ISIN: ZAE000109815
                                                                          ("Standard Bank Group")

ANNOUNCEMENT IN RELATION TO RCS INVESTMENT HOLDINGS LIMITED (“RCS”)

Shareholders of TFG and Standard Bank Group are advised that TFG and The Standard Bank
of South Africa Limited (“SBSA”), a wholly owned subsidiary of Standard Bank Group,
(collectively “RCS Shareholders”), RCS and BNP Paribas Personal Finance S.A. (“BNPPF”) (the
European leader in personal loans) and a subsidiary of BNP Paribas S.A. have entered into
agreements which will result in BNPPF becoming the 100% shareholder of RCS (“Proposed
Transaction”). The effective date of the Proposed Transaction is expected to be on or about 31
July 2014 (“Effective Date”).


The consideration received by the RCS Shareholders in terms of the Proposed Transaction is
an amount equal to the aggregate of:
-   R2,3 billion; based on a net asset value of R1,7 billion as at 31 July 2013;
-   the increase or decrease (as the case may be) of the tangible net asset value of RCS during
    the period from 31 July 2013 to the Effective Date; and
-   interest calculated at the prime rate on the aggregate of the amounts referred to above from
    the Effective Date to the closing date of the Proposed Transaction expected to be on or
    about 1 September 2014;


The total consideration is expected to be approximately R2,65 billion (collectively, R350 million
is assumed as the NAV increase and interest) and will be settled in cash.

In terms of the Listings Requirements of the JSE Limited (“JSE”) the Proposed Transaction is
not a categorized transaction for Standard Bank Group and is a category 2 transaction for TFG.
Accordingly, shareholders of TFG are referred to the full terms announcement in relation to the
Proposed Transaction which has been released simultaneously with this announcement on the
Securities Exchange News Service of the JSE today.


10 April 2014

Joint Investment Bank to TFG and               Transaction Sponsor for Standard Bank
Standard Bank Group                                                            Group

Investec Bank Limited and The Standard Bank    The Standard Bank of South Africa Limited
of South Africa Limited

Sponsor to TFG                                 Independent sponsor for Standard Bank
                                                                               Group

UBS South Africa Proprietary Limited          Deutsche Securities (SA) Proprietary Limited

Date: 10/04/2014 08:00:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE'). 
The JSE does not, whether expressly, tacitly or implicitly, represent, warrant or in any way guarantee the truth, accuracy or completeness of
 the information published on SENS. The JSE, their officers, employees and agents accept no liability for (or in respect of) any direct, 
indirect, incidental or consequential loss or damage of any kind or nature, howsoever arising, from the use of SENS or the use of, or reliance on,
 information disseminated through SENS.