SBK - Standard Bank Group - Opening Of The Unconditional Offer To Ordinary

SBK - Standard Bank Group - Opening Of The Unconditional Offer To Ordinary      
                   Shareholders Of Liberty Holdings (LBH)                       
Standard Bank Group Limited                                                     
Registration No. 1969/017128/06                                                 
Incorporated in the Republic of South Africa                                    
JSE share code: SBK                                                             
NSX share code: SNB                                                             
ISIN: ZAE000109815                                                              
("Standard Bank")                                                               
OPENING OF THE UNCONDITIONAL OFFER TO ORDINARY SHAREHOLDERS OF LIBERTY HOLDINGS 
The offer described in this announcement is not being made, directly or         
indirectly, in or into, or by use of the mails of, or by any means or           
instrumentality (including, without limitation, telephonically or               
electronically) of interstate or foreign commerce of, or any facility of the    
national securities exchanges of, the United States of America, Australia,      
Canada or Japan or any other jurisdiction if it is illegal for the offer to be  
made or accepted in that jurisdiction (a "restricted jurisdiction"), and this   
offer cannot be accepted by any such use, means, instrumentality or facility or 
from within a restricted jurisdiction.  Accordingly, neither copies of the offer
document which further details the offer described in this announcement nor any 
related documentation are being or may be mailed or otherwise distributed or    
sent in or into or from a restricted jurisdiction.                              
1. INTRODUCTION                                                                 
Further to the announcement released on the Securities Exchange News Service of 
the JSE Limited ("JSE")("SENS") on 27 May 2008 and published in the press on 29 
May 2008, in which Standard Bank confirmed having notified the board of         
directors of Liberty Holdings Limited ("Liberty Holdings") of its firm intention
to make an offer to acquire the remaining shares of the issued ordinary share   
capital of Liberty Holdings which Standard Bank does not already own ("the offer
shares") by means of an offer in terms of Chapter XVA of the Companies Act (Act 
61 of 1973), as amended ("the Act") ("the offer"), ordinary shareholders of     
Liberty Holdings (other than Standard Bank) ("offerees") are advised that the   
offer, which is unconditional, opens at 09:00 today, Thursday, 26 June 2008.    
The offer is not made to the holders of Liberty Holdings listed cumulative      
preference shares, which shares are not convertible into Liberty Holdings       
ordinary shares and will continue to be listed on the JSE.                      
2. POSTING OF THE OFFER DOCUMENT                                                
The document detailing the offer by Standard Bank to the offerees ("the offer   
document") will be posted to the offerees today, Thursday, 26 June 2008.        
Electronic copies of the offer document can be downloaded at                    
www.standardbank.co.za/site/investor/LibHold_offer.html.                        
3. TERMS OF THE OFFER                                                           
3.1 Offer price                                                                 
The consideration payable to the offerees in terms of the offer is a cash       
payment of R219.25 per offer share.                                             
3.2 Settlement of the offer price                                               
To expedite the settlement to offerees of the consideration for their offer     
shares, Standard Bank will settle on each Monday, commencing on 7 July 2008, the
consideration in respect of offer shares tendered prior to 12:00 on the         
preceding Friday.                                                               
The procedures for the acceptance of the offer, and payments of consideration,  
are further detailed in the notes to paragraph 4 below.                         
3.3 Section 440K of the Companies Act                                           
Should the offer be accepted by offerees in respect of nine-tenths or more of   
the offer shares (other than those held by subsidiaries of Standard Bank),      
Standard Bank reserves the right, in its sole discretion, to invoke the         
provisions of Section 440K of the Act to compulsorily acquire all such offer    
shares in respect of which the offer was not accepted, and apply for the        
termination of the listing of the Liberty Holdings ordinary shares on the JSE.  
Should Standard Bank exercise the right to invoke Section 440K of the Act, it   
will not do so within five business days of the closing date, to allow for      
trades after the last day to trade, Friday 11 July 2008, to be recorded in the  
shareholders` register.  If Section 440K of the Act cannot be invoked or        
Standard Bank elects not to invoke the provisions of Section 440K of the Act,   
Liberty Holdings will continue as a listed company in respect of both its       
ordinary and preference shares.                                                 
4. IMPORTANT DATES AND TIMES                                                    
The important dates and times of the offer are set out below:                   
The offer opens at 09:00 on                    Thursday, 26 June 2008           
Last day to trade Liberty Holdings ordinary    Friday, 11 July 2008             
shares on the JSE to accept the offer                                           
Liberty Holdings ordinary shares trade "ex"    Monday, 14 July 2008             
the offer                                                                       
Record date in order to participate in the     Friday, 18 July 2008             
offer                                                                           
The offer closes at 12:00 on                   Friday, 18 July 2008             
Results of the offer released on SENS          Monday, 21 July 2008             
Results of the offer published in the press    Tuesday, 22 July 2008            
Payment dates (see note 5 below)               from Monday, 7 July 2008         
Notes:                                                                          
1. The dates and times set out above are South African dates and times, and are 
subject to change.  Any such change will be released on SENS and published in   
the press.                                                                      
2. Standard Bank reserves, in its sole and absolute discretion, the right to    
extend the offer period, in which event all amended dates and times relating to 
the offer will be released on SENS and published in the press as per note 1     
above.                                                                          
3. Holders of dematerialised Liberty Holdings ordinary shares who are recorded  
as such in a sub-register of members of Liberty Holdings maintained by a CSDP   
("dematerialised shareholders") wishing to accept the offer, are required to    
notify their CSDPs or brokers, as the case may be, of their intention to accept 
the offer in the manner and time stipulated in the custody agreements entered   
into between such dematerialised shareholders and their CSDPs or brokers.       
4. Holders of certificated Liberty Holdings ordinary shares who are registered  
as such in Liberty Holdings` register of members ("certificated shareholders")  
wishing to accept the offer, are required to complete the form of acceptance,   
transfer and surrender (pink) which forms part of the offer document, in        
accordance with the instructions in the offer document, to be received by       
Computershare Investor Services (Proprietary) Limited ("the transfer            
secretaries") at 70 Marshall Street, Johannesburg, or PO Box 61763,             
Marshalltown, 2107, by no later than 12:00 on the closing date, being Friday, 18
July 2008.                                                                      
5. The offer consideration due to:                                              
5.1 dematerialised shareholders will be paid into their accounts with their     
CSDPs or brokers at their risk, and dealt with in terms of the custody          
agreements entered into between such dematerialised shareholders and their CSDPs
or brokers, with acceptances received by the transfer secretaries before 12:00  
on each Friday being settled on the following Monday, provided that the first   
such settlement will be for the period ending at 12:00 on Friday, 4 July 2008.  
The final settlement will be for the period ending at 12:00 on Friday, 18 July  
2008, which consideration will be paid on Monday, 21 July 2008; or              
5.2 certificated shareholders will be transferred or posted (as the case may    
be), by ordinary post, at the risk of the certificated shareholders concerned,  
upon receipt by the transfer secretaries of the duly completed form of          
acceptance, transfer and surrender (pink), together with the relevant documents 
of title (in negotiable form), provided that all acceptances received by the    
transfer secretaries before 12:00 on each Friday will be settled on the         
following Monday, with the first such settlement being for the period ending at 
12:00 on Friday, 4 July 2008.  The final settlement will be for the period      
ending at 12:00 on Friday, 18 July 2008, which consideration will be transferred
or posted (as the case may be) on Monday, 21 July 2008.                         
6. Offerees should note that acceptance of the offer will be irrevocable.       
7. Liberty Holdings ordinary shareholders may not dematerialise or rematerialise
their existing Liberty Holdings shares between Monday, 14 July 2008 and Friday, 
18 July 2008, both days inclusive.                                              
Johannesburg                                                                    
26 June 2008                                                                    
Investment bank and sponsor to Standard Bank                                    
Standard Bank                                                                   
Joint financial adviser to Standard Bank                                        
Goldman Sachs International                                                     
Independent sponsor to Standard Bank                                            
Deutsche Securities (SA) (Proprietary) Limited                                  
Legal advisers to Standard Bank                                                 
Bowman Gilfillan                                                                
Sponsor to Standard Bank in Namibia                                             
Simonis Storm                                                                   
Date: 26/06/2008 07:05:02 Supplied by www.sharenet.co.za                     
Produced by the JSE SENS Department.                  
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