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SBK - Standard Bank Group Limited - General meeting, scheme meeting, circular
and timetable
Standard Bank Group Limited
Incorporated in the Republic of South Africa
Registration number 1969/017128/06
JSE Share code: SBK
NSX Share code: SNB
ISIN: ZAE000057378
("Standard Bank Group")
GENERAL MEETING, SCHEME MEETING, CIRCULAR AND TIMETABLE
Introduction
Shareholders are referred to the Standard Bank Group announcement dated
25 October 2007 in which shareholders were advised that Standard Bank Group and
Industrial and Commercial Bank of China Limited ("ICBC") had, on 25 October
2007, concluded agreements to form a strategic partnership, in terms of which,
inter alia, ICBC would become a 20% ordinary shareholder in Standard Bank Group,
through the following inter-conditional steps:
- a specific issue of Standard Bank Group ordinary shares for cash to ICBC,
representing 11.11% of the issued ordinary share capital of Standard Bank
Group immediately prior to such issue (10% of the issued ordinary shares
of Standard Bank Group after the issue)("the Specific Issue"); and
- the acquisition by ICBC of Standard Bank Group ordinary shares from
existing shareholders representing 11.11% of the aggregate ordinary shares
in issue immediately prior to the Specific Issue (10% of the issued
ordinary shares of Standard Bank Group after the Specific Issue), by means
of a scheme of arrangement in terms of section 311 of the Companies Act,
61 of 1973, proposed by ICBC between Standard Bank Group and its ordinary
shareholders ("the Scheme").
General meeting
A general meeting of ordinary shareholders of Standard Bank Group to approve the
Specific Issue will be held at 09:00 on Monday, 3 December 2007 in the HP de
Villiers Auditorium, Standard Bank Centre, 6 Simmonds Street, Johannesburg.
Scheme meeting
In terms of an order of Court granted on Tuesday, 6 November 2007, the High
Court of South Africa (Witwatersrand Local Division) granted an order to convene
a scheme meeting, to be held at 10:00, or 10 minutes after the conclusion or
adjournment of the general meeting, whichever is the later, on Monday, 3
December 2007 in the HP de Villiers Auditorium, Standard Bank Centre, 6 Simmonds
Street, Johannesburg.
Circular
A circular containing details of the Specific Issue and the Scheme,
incorporating a scheme document and notices of the respective meetings will be
posted to Standard Bank Group ordinary shareholders on Friday, 16 November 2007.
Investor presentation
Shareholders are referred to the announcement released on the Securities
Exchange News Service ("SENS") on 2 November 2007, inviting investors to a
presentation hosted by Standard Bank Group and ICBC on 23 November 2007 which
will expand on the strategic rationale of the transaction, including information
on the proposed strategic co-operation between Standard Bank Group and ICBC,
following ongoing negotiations.
The presentation will be broadcast live on Summit TV together with a conference
call and a live webcast on the Standard Bank Group website, details of which
will be communicated in due course.
Revised important dates and times of the transaction
Standard Bank Group ordinary shareholders are hereby advised that the expected
last day to trade, record date and operative date of the Scheme set out in the
announcement dated 25 October 2007 have changed. Accordingly, the revised dates
and times have been set out below.
Last day to trade Standard Bank Group Thursday, 22 November 2007
ordinary shares on the JSE Limited ("JSE")
in order to be recorded in the register of
members of Standard Bank Group to vote at
the scheme meeting on
Record date to vote at the scheme meeting at Thursday, 29 November 2007
close of business on
Last day for receipt of forms of proxy for Friday, 30 November 2007
the general meeting by 09:00 on
Last day for receipt of forms of proxy for Friday, 30 November 2007
the scheme meeting by 10:00 on
General meeting to be held at 09:00 on Monday, 3 December 2007
Scheme meeting to be held at 10:00, or 10 Monday, 3 December 2007
minutes after the conclusion or adjournment
of the general meeting, whichever is the
later, on
Announcement of results of the general Monday, 3 December 2007
meeting and the scheme meeting on SENS on
Announcement of results of the general Tuesday, 4 December 2007
meeting and the scheme meeting in the press
on
ICBC general meeting to be held on Thursday, 13 December 2007
Results of ICBC general meeting announced to Thursday, 13 December 2007
Standard Bank Group shareholders on SENS on
Results of ICBC general meeting announced to Friday, 14 December 2007
Standard Bank Group shareholders in the
press on
Court hearing to sanction the Scheme on Tuesday, 18 December 2007
If the Scheme is sanctioned and implemented: Tuesday, 18 December 2007
Announcement on SENS regarding the
sanctioning of the Scheme on
Announcement in the press regarding the Wednesday, 19 December 2007
sanctioning of the Scheme on
Expected effective date of the transaction Tuesday, 12 February 2008
on
Expected last day to trade Standard Bank Friday, 22 February 2008
Group ordinary shares on the JSE in order
for ordinary shareholders to be eligible to
receive the scheme consideration on
Expected record date, being the date on Friday, 29 February 2008
which ordinary shareholders must be recorded
on the register of members of Standard Bank
Group in order to be scheme participants and
so become entitled to receive the scheme
consideration, at close of business on
Expected operative date of the Scheme, at Monday, 3 March 2008
the commencement of trading on the JSE on
The scheme consideration expected to be Monday, 3 March 2008
transferred or posted (as the case may be),
and new share certificates expected to be
posted, to certificated scheme participants
whose documents of title are received by the
transfer secretaries on or before the record
date, on or about
or
Failing receipt of documents of title on or
before the record date, within five business
days of receipt thereof by the transfer
secretaries
The scheme consideration expected to be Monday, 3 March 2008
credited to the dematerialised scheme
participants` accounts held at their CSDP or
broker and share balances updated with
respect thereto on
Share certificates may not be dematerialised or rematerialised between Monday,
25 February 2008 and Friday, 29 February 2008.
These dates and times are subject to change. Any change will be notified by way
of publication on SENS and in the press.
Johannesburg
8 November 2007
Investment bank and joint sponsor to Standard Bank Group
Standard Bank
Legal advisers to Standard Bank Group
Bowman Gilfillan Inc
Independent sponsor to Standard Bank Group
Deutsche Securities (SA) (Proprietary) Limited
Sponsor to Standard Bank Group in Namibia
Simonis Storm Securities (Proprietary) Limited
Date: 08/11/2007 07:20:29 Supplied by www.sharenet.co.za
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