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LGL / LBH / SBK / FPT - Liberty / Standard Bank / FPT - Acquisition By Liberty Of 50% Of The Asset Management Operations In Relation To Fountainhead Property Trust Liberty Group Limited Incorporated in the Republic of South Africa Registration number 1957/002788/06 Share code: LGL ISIN code: ZAE000057360 ("Liberty" or "the company") Liberty Holdings Limited Incorporated in the Republic of South Africa Registration number 1968/002095/06 Share code: LBH ISIN code: ZAE000004032 Standard Bank Group Limited Incorporated in the Republic of South Africa Registration number 1969/017128/06 Share code: SBK ISIN code: ZAE000109815 ("Standard Bank") Fountainhead Property Trust A Collective Investment Scheme in property registered in terms of the Collective Investment Schemes Control Act, No. 45 of 2002 and managed by Fountainhead Property Trust Management Limited Registration number 1983/003324/06 Share code: FPT ISIN code: ZAE000097416 ("FPT") ACQUISITION BY LIBERTY OF 50% OF THE ASSET MANAGEMENT OPERATIONS IN RELATION TO FOUNTAINHEAD PROPERTY TRUST The transaction forming the subject of this announcement is classified as a small related party transaction in terms of paragraph 10 of the JSE Limited ("JSE") Listings Requirements in respect of Liberty. 1. INTRODUCTION Liberty has agreed terms with various subsidiaries of Standard Bank (collectively, "the parties") to purchase 50% of the commercial enterprise relating to the management of FPT, including 50% of the issued share capital of Fountainhead Property Trust Management Limited ("FPTM"), the manager of FPT ("the transaction"). FPT is listed on the JSE. 2. RATIONALE The transaction has been entered into in order to strengthen the strategic co- operation between the parties insofar as their considerable real estate asset management operations are concerned. FPTM`s investment objective remains the creation of wealth for FPT`s unitholders through the consistent generation of a total rate of return in excess of inflation by optimising net rental growth, which, in turn, will maximise the appreciation in value of the underlying property portfolio. 3. SALIENT TERMS OF THE TRANSACTION 3.1 Purchase consideration The total purchase consideration in respect of the transaction is approximately R186 million, to be paid in cash to Standard Bank on the effective date, which is expected to be 31 March 2008, or such later date as may be agreed by the parties. 3.2 Warranties The agreement governing the transaction contains warranties that are normal for a transaction of this nature. 4. FINANCIAL EFFECTS The pro forma effects of the transaction on Liberty`s earnings and headline earnings per share for the year ended 31 December 2007 and its net asset value and tangible net asset value per share at that date are not significant (being less than 3% in accordance with the definition contained in the JSE Listings Requirements). 5. FAIRNESS OPINION PricewaterhouseCoopers has acted as an independent expert to Liberty and is of the opinion that the terms of the transaction are fair as far as the shareholders of Liberty are concerned. This opinion has been lodged with the JSE and will lie open for inspection at the company`s registered office for a period of 28 days from the date of this announcement. Johannesburg 27 March 2008 Sponsor to Liberty Merrill Lynch South Africa (Pty) Limited Sponsor to FPT and Standard Bank Standard Bank Attorneys to Standard Bank Bowman Gilfillan Attorneys to Liberty Werksmans Independent expert to Liberty PWC Date: 27/03/2008 10:43:02 Supplied by www.sharenet.co.za 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.
