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Standard Bank Group/ Libhold/ Liberty Group - Sale By Standard Bank
Group And Liberty Group Of 25,2% Of Stanlib To An Empowerment Consortium
Standard Bank Group Limited
(Incorporated in the Republic of South Africa)
(Registration number 1969/017128/06)
Share code: SBK Namibian Share code: SNB
ISIN: ZAE000038873
("Standard Bank Group")
Liberty Holdings Limited
(Incorporated in the Republic of South Africa)
(Registration number 1968/002095/06)
Share code: LBH ISIN: ZAE000004032
("Libhold")
Liberty Group Limited
(Incorporated in the Republic of South Africa)
(Registration number 1957/002788/06)
Share code: LGL ISIN: ZAE000024543
("Liberty Group")
Safika
(Incorporated in the Republic of South Africa)
(Registration number 1996/001693/07)
("Safika")
STANLIB Limited
(Incorporated in the Republic of South Africa)
(Registration number 1996/014748/06)
("STANLIB" or "the Company")
Simeka Investment Holdings (Proprietary) Limited
(Incorporated in the Republic of South Africa)
(Registration number 1996/002931/07)
("Simeka")
Nduna Trust
(Master"s reference number IT 12995/98)
("Nduna")
SALE BY STANDARD BANK GROUP AND LIBERTY GROUP OF 25,2% OF STANLIB TO AN
EMPOWERMENT CONSORTIUM
1. INTRODUCTION
Standard Corporate and Merchant Bank is authorised to announce that
Standard Bank Group and Liberty Group have entered into heads of
agreement with a consortium led by Safika, which includes Nduna and
Simeka and which will include a broad based empowerment trust ("BBET")
(collectively, the "Consortium"), in terms of which the Consortium will
acquire a 25,2% interest in STANLIB. A new limited liability company
("Newco") will be formed to hold the Consortium"s interest in STANLIB.
In terms of the heads of agreement, Standard Bank Group and Liberty
Group will each sell 12,6% of the issued ordinary shares of STANLIB to
Newco (the "Transaction"), which shares shall rank pari passu in all
respects with the remaining issued ordinary shares in STANLIB held by
Standard Bank Group and Liberty Group.
2. THE CONSORTIUM
The Consortium"s membership comprises parties from the empowerment
sector of South Africa. A brief summary of the credentials of the
members of the Consortium is set out below.
2.1 Safika
Safika is an investment holding company, which focuses on making
strategic investments and assisting with the management of such
investments. It actively facilitates greater black shareholder
participation in South Africa"s economic evolution, ensures black
economic prosperity by forming strategic alliances and acquiring
significant interests in viable business ventures and promotes black
business empowerment and constructive community involvement. Safika has
investments in the fields of communications, infrastructure, human
capital, natural resources and financial services. The directors of
Safika include Mr Saki Macozoma, Mr Moss Ngoasheng and Mr Vuli Cuba.
Safika will have a 51% shareholding in Newco.
2.2 BBET
The BBET will be created for the benefit of organisations
representing broad based communities from historically disadvantaged
backgrounds. The principal beneficiaries of the BBET will be community
organisations, selected historically black universities, an NGO
investment trust, youth groups, women"s groups and black economic
empowerment entrepreneurial groups. The BBET will have a 35%
shareholding in Newco.
2.3 Nduna
Nduna is led by Mr Ronnie Ntuli who has established himself as a
respected advisor to both South African and international corporates and
investors on investment strategies in Africa. Mr Ntuli recently
completed two terms as President of The Johannesburg Metropolitan
Chamber of Commerce and Industry and serves as director on a number of
boards. Mr Ntuli was recently appointed as Chief Executive Officer of
Andisa Capital (Proprietary) Limited, which is the new empowered
financial services company created in partnership with Standard Bank
Group. Nduna will have a 9% shareholding in Newco.
2.4 Simeka
Simeka is an investment holding company which provides management
consulting, training, capacity building, employee benefits solutions,
communications and marketing services to the Government of South Africa,
public sector organisations and international agencies. Simeka will have
a 5% shareholding in Newco.
3. RATIONALE FOR THE TRANSACTION
It is the view of Standard Bank Group and Liberty Group that
transformation is a national and business imperative. Standard Bank
Group and Liberty Group are actively involved in the process of
transformation to ensure that they, their subsidiaries and their
associates support South Africa"s socio-economic objectives and
participate in the new and exciting challenges and opportunities being
presented.
The Transaction establishes an empowerment partnership between the
Consortium, Standard Bank Group and Liberty Group. The goal of this
partnership will be to meet the objectives set out above and to develop
new sources of business for the mutual benefit of all of STANLIB"s
shareholders.
4. KEY TERMS OF THE TRANSACTION
4.1 Shareholding structure
The ordinary shares of Newco will be owned 51% by Safika and 49% by
the other members of the Consortium. The ownership structure of STANLIB,
subsequent to the implementation of the Transaction, is set out as
follows.
Safika BBET Nduna Simeka
51% 35% 9% 5%
Newco Standard Bank Group* Liberty Group*
25,2% 37,4% 37,4%
STANLIB
STANLIB STANLIB
Asset Management 100% Wealth Management 100%
*Listed on the JSE Securities Exchange South Africa
4.2 Chairman
Subsequent to the implementation of the Transaction, the Chairman of
STANLIB will be Mr Macozoma, who has agreed to make himself available to
be appointed as the Chairman of STANLIB for a minimum of three years.
4.3 Directorship
The board of directors of STANLIB will comprise a maximum of 16
directors. The shareholders of STANLIB will be entitled to appoint
directors pro rata to their shareholdings for so long as they hold a
minimum of 10% of the issued ordinary share capital of STANLIB.
4.4 Exclusivity
Newco will be the exclusive empowerment partner of STANLIB in Africa.
In return, Newco and all of its shareholders, for so long as they are
direct or indirect shareholders of STANLIB, have undertaken to restrict
their invesment in asset management and wealth management in Africa to
STANLIB.
4.5 Transaction value
For the purposes of the Transaction, STANLIB has been valued at R1,4
billion.
4.6 Funding of the Transaction
Standard Bank Group and Liberty Group will jointly and exclusively
provide the financing for the Transaction on commercial terms.
The financing provided by Standard Bank Group and Liberty Group to
Newco is expected to be repaid within five to seven years, subject to
STANLIB"s earnings performance.
5. FAIRNESS OPINION
Although Mr Macozoma is a director of both Standard Bank Group and
Safika, Newco is not a related party in terms of the Listings
Requirements of the JSE Securities Exchange South Africa as Mr Macozoma
only has a minority interest in Safika, which will control Newco.
Notwithstanding this fact, as Liberty Group is a subsidiary of Libhold,
which is a subsidiary of Standard Bank Group, the board of directors of
Liberty Group considered it appropriate, in the interests of Liberty
Group minority shareholders, to obtain an independent fairness opinion
as to the sale price for 12,6% of STANLIB. In this regard, the board of
directors of Liberty Group has appointed an independent advisor,
Deutsche Securities (SA) (Proprietary) Limited, which has provided an
independent opinion that the sale price for 12,6% of STANLIB is fair and
reasonable to the shareholders of Liberty Group.
6. BOARD APPOINTMENTS
On conclusion of the Transaction Mr Macozoma will be invited to join
the boards of directors of Libhold and Liberty Group.
7. CONDITIONS PRECEDENT
The Transaction is conditional upon the fulfillment of, inter alia,
the following conditions precedent:
* all required regulatory approvals being obtained; and
* the conclusion of formal agreements to give effect to the Transaction.
The shareholders of Standard Bank Group and Liberty Group will be
notified in due course as to the fulfilment of the conditions precedent
and the implementation of the Transaction.
Johannesburg
18 June 2003
Merchant bank and sponsor to Standard Bank Group
SCMB
Standard Corporate and Merchant Bank
(A division of The Standard Bank of South Africa Limited)
(Registration number 1962/000738/06)
Legal advisor to Liberty Group
Werksmans Incorporated
(Registration number 1990/007215/21)
Sponsor to Liberty Group and Libhold
Merrill Lynch
Global Markets & Investment Banking Group
Merrill Lynch South Africa (Pty) Ltd
Registration number 1995/001805/07
Registered Sponsor and Member of the
JSE Securities Exchange South Africa
Independent advisor to Liberty Group
Deutsche Securities
Member of the Deutsche Bank Group
Deutsche Securities (SA) (Proprietary) Limited
(Registration number 1995/011798/07)
Legal advisor to Standard Bank Group
Bowman Gilfillan
John & Kernick
Findlay & Tait
Financial advisor to Safika
UBS Corporate Finance South Africa (Pty) Ltd
A subsidiary of UBS AG
(Registration number 1994/008363/07)
Legal advisor to the Consortium
Read Hope Phillips Attorneys
Corporate legal advisor to Safika
DEREK H RABIN
Date: 18/06/2003 08:00:12 AM Supplied by www.sharenet.co.za
Produced by the JSE SENS Department
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