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THE DISPOSAL BY STANBIC OF ITS INTERESTS IN LIBERTY INTERNATIONAL PLC

Release Date: 05/06/2000 08:31
Code(s): SBK SBKP
Wrap Text
STANDARD BANK INVESTMENT CORPORATION LIMITED
(REGISTRATION NUMBER 1969/017128/06)
("STANBIC")

THE DISPOSAL BY STANBIC OF ITS INTERESTS IN LIBERTY INTERNATIONAL PLC 1. INTRODUCTION
STANDARD CORPORATE AND MERCHANT BANK ("SCMB") AND STANDARD BANK LONDON LIMITED ARE AUTHORISED TO ANNOUNCE THAT STANBIC HAS ENTERED INTO AN AGREEMENT ("THE SALE AGREEMENT") IN TERMS OF WHICH IT WILL DISPOSE OF ITS ENTIRE HOLDING OF 26 658 023 SHARES IN LIBERTY INTERNATIONAL PLC ("LIBERTY INTERNATIONAL") ("THE SALE SHARES") TO THE BRITISH LAND COMPANY PLC ("BRITISH LAND"), A COMPANY INCORPORATED IN THE UNITED KINGDOM AND LISTED ON THE LONDON STOCK EXCHANGE ("LSE") ("THE DISPOSAL"). THE SALE SHARES CONSTITUTE APPROXIMATELY 8.5 % OF LIBERTY INTERNATIONAL'S ISSUED SHARE CAPITAL.
STANBIC SHAREHOLDERS ARE REFERRED TO THE ANNOUNCEMENT BY LIBERTY GROUP LIMITED ("LIBERTY") APPEARING ELSEWHERE IN THIS PUBLICATION TODAY. 2. RATIONALE FOR THE DISPOSAL
THE MAJORITY OF THE SALE SHARES WERE RECEIVED BY STANBIC DURING 1999 AS A RESULT OF THE UNBUNDLING BY LIBERTY OF PART OF ITS SHAREHOLDING IN LIBERTY INTERNATIONAL. THESE SHARES ARE CONSIDERED BY STANBIC TO BE A NON-CORE ASSET. THE DISPOSAL IS AT A PREMIUM OF APPROXIMATELY 17.6 % OVER THE CLOSING MIDDLE MARKET PRICE OF THE SALE SHARES ON THE LSE ON 2 JUNE 2000. 3. SALIENT TERMS OF THE DISPOSAL
3.1 THE PURCHASE CONSIDERATION FOR THE SALE SHARES IS 550 PENCE PER SHARE, CONSTITUTING AN AGGREGATE CONSIDERATION OF GBP146 619 126 (R1.5 BILLION AT THE RULING EXCHANGE RATE ON FRIDAY, 2 JUNE 2000 OF R10.43 TO THE POUND). THE PURCHASE CONSIDERATION WILL BE SATISFIED ON COMPLETION BY:
* THE PAYMENT IN CASH OF GBP80 211 415 (R836 MILLION AT THE RULING EXCHANGE RATE ON FRIDAY, 2 JUNE 2000 OF R10.43 TO THE POUND); AND
* THE ISSUE OF 14 757 269 NEW BRITISH LAND SHARES ("THE CONSIDERATION SHARES") AT 450 PENCE PER SHARE, CONSTITUTING IN NUMBER APPROXIMATELY 2.6% OF THE ISSUED SHARE CAPITAL OF BRITISH LAND SUBSEQUENT TO SUCH ISSUE.
BRITISH LAND MAY ELECT TO PAY CASH OF 450 PENCE PER SHARE INSTEAD OF ISSUING ALL OR PART OF THE CONSIDERATION SHARES.
3.2 THE SALE AGREEMENT HAS BEEN DRAWN UP UNDER AND IS GOVERNED BY ENGLISH LAW AND CONTAINS WARRANTIES THAT ARE USUAL IN TRANSACTIONS OF THIS NATURE. 3.3 THE DISPOSAL WILL NOT HAVE A MATERIAL EFFECT ON STANBIC'S EARNINGS PER SHARE, HEADLINE EARNINGS PER SHARE, OR NET ASSET VALUE PER SHARE.
3.4 THE CASH PROCEEDS OF THE DISPOSAL WILL BE USED FOR GENERAL BUSINESS PURPOSES.
3.5 MECHANISMS TO MAINTAIN AN ORDERLY MARKET IN THE SHARES OF BRITISH LAND HAVE BEEN INCORPORATED WITHIN THE SALE AGREEMENT IN RELATION TO THE CONSIDERATION SHARES. 4. INFORMATION ON BRITISH LAND
BRITISH LAND IS A PROPERTY INVESTMENT COMPANY LISTED ON THE LSE, THAT HAD A MARKET CAPITALISATION OF GBP 2 322 MILLION AS AT CLOSE OF BUSINESS ON 2 JUNE 2000.
FOR THE FINANCIAL YEAR ENDED 31 MARCH 2000, BRITISH LAND REPORTED GROSS RENTAL INCOME OF GBP368.3 MILLION (1999: GBP311.9 MILLION) AND PROFIT AFTER TAXATION AND MINORITY INTERESTS AND EXCEPTIONAL ITEMS (IF ANY) OF GBP128.7 MILLION (1999: GBP52.2 MILLION). AT 31 MARCH 2000 BRITISH LAND HAD SHAREHOLDERS' FUNDS OF GBP3 449.6 MILLION (1999: GBP3 117.8 MILLION). 5. CONDITIONS PRECEDENT
THE DISPOSAL IS SUBJECT TO THE FULFILMENT BEFORE 7 SEPTEMBER 2000 OF, INTER ALIA, THE FOLLOWING CONDITIONS PRECEDENT:
* THE APPROVAL OF STANBIC SHAREHOLDERS IN GENERAL MEETING, SHOULD SUCH APPROVAL BE NECESSARY;
* THE APPROVAL OF REGULATORY AUTHORITIES TO THE EXTENT REQUIRED;
* A LISTING OF THE CONSIDERATION SHARES ON THE LSE BEING APPROVED BY THE FINANCIAL SERVICES AUTHORITY IN THE UNITED KINGDOM AND THE LSE ADMITTING THE CONSIDERATION SHARES TO TRADING ON THE LSE'S OFFICIAL LIST; AND
* THE APPROVAL OF THE NECESSARY DOCUMENTATION BY THE SECURITIES REGULATION PANEL AND THE JOHANNESBURG STOCK EXCHANGE. 6. DOCUMENTATION
A CIRCULAR, WHICH IS SUBJECT TO THE APPROVAL OF THE JOHANNESBURG STOCK EXCHANGE AND SECURITIES REGULATION PANEL, INCORPORATING FULL DETAILS REGARDING THE DISPOSAL AND MATTERS RELATING THERETO, AND INCORPORATING A NOTICE CONVENING A GENERAL MEETING OF STANBIC SHAREHOLDERS, WILL BE DISPATCHED TO STANBIC SHAREHOLDERS ON OR ABOUT 15 JUNE 2000 SHOULD SHAREHOLDER APPROVAL FOR THE DISPOSAL BE NECESSARY. JOHANNESBURG 5 JUNE 2000 MERCHANT BANK IN THE UK STANDARD BANK LONDON REGISTRATION NUMBER 2130447
REGULATED BY THE SECURITIES AND FUTURES AUTHORITY LTD MEMBER OF THE LONDON STOCK EXCHANGE MERCHANT BANK IN SOUTH AFRICA STANDARD CORPORATE AND MERCHANT BANK
A DIVISION OF THE STANDARD BANK OF SOUTH AFRICA LTD REGISTRATION NUMBER 1962/000738/06 UK SOLICITORS HERBERT SMITH ATTORNEYS IN SOUTH AFRICA BOWMAN GILFILLAN JOINT SPONSORING BROKERS STANDARD EQUITIES (PTY) LTD REGISTRATION NUMBER 1972/008305/07 MEMBER OF THE JOHANNESBURG STOCK EXCHANGE DEUTSCHE BANK SECURITIES (PTY) LTD REGISTRATION NUMBER 1995/011798/07 MEMBER OF THE JOHANNESBURG STOCK EXCHANGE

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