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SBK/LBH/LGL - Standard Bank/Liberty Holdings/Liberty Group - Closing and results of the unconditional offer by Standard Bank to ordinary shareholders of Liberty Holdings and a Liberty Holdings Cautionary Announcement 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") Liberty Holdings Limited Registration No. 1968/002095/06 Incorporated in the Republic of South Africa JSE share code: LBH ISIN: ZAE000004032 ("Liberty Holdings") Liberty Group Limited Registration No. 1957/002788/06 Incorporated in the Republic of South Africa JSE share code: LGL ISIN: ZAE000057360 ("Liberty") CLOSING AND RESULTS OF THE UNCONDITIONAL OFFER BY STANDARD BANK TO ORDINARY SHAREHOLDERS OF LIBERTY HOLDINGS AND A LIBERTY HOLDINGS CAUTIONARY ANNOUNCEMENT 1. INTRODUCTION Further to the announcements dated 26 June 2008, 7 July 2008 and 14 July 2008 regarding Standard Bank`s unconditional offer to acquire the remaining ordinary shares in the issued ordinary share capital of Liberty Holdings which it did not 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"), Standard Bank hereby announces the final interim acceptances received in respect of the offer prior to 12:00 on Friday, 18 July 2008, and the final results of the offer. 2. ACCEPTANCES OF THE OFFER Acceptances were received after 12:00 on Friday, 11 July 2008 but prior to 12:00 on Friday, 18 July 2008 in respect of 2 782 385 offer shares, representing 15.51% of the total offer shares and 5.67% of the aggregate number of Liberty Holdings ordinary shares in issue. Settlement of the aggregate consideration of R610 037 911 in respect of these offer shares will be effected today, Monday, 21 July 2008. Acceptances of the offer after its opening at 09:00 on Thursday, 26 June 2008 and prior to its closing at 12:00 on Friday, 18 July 2008 were received in respect of 17 418 124 Liberty Holdings ordinary shares, representing 97.08% of the total offer shares and 35.48% of the aggregate number of Liberty Holdings ordinary shares in issue. Of these total acceptances, 3 945 327 offer shares were tendered by subsidiaries of Standard Bank. Accordingly, acceptances were received in respect of 96.25% of the total offer shares excluding those held by subsidiaries of Standard Bank on the date of the offer`s opening. Standard Bank`s aggregate direct shareholding in Liberty Holdings after the closing of the offer is 48 566 335 Liberty Holdings ordinary shares, representing 98.93% of the total issued ordinary share capital of Liberty Holdings. Accordingly, Standard Bank has substantially achieved its objectives of increasing its effective economic interest in Liberty and aligning its economic exposure with its strategic and commercial contribution to Liberty. 3. NEXT STEPS The acceptances of the offer exceeded nine tenths of the offer shares (other than those held by subsidiaries of Standard Bank). Accordingly, Standard Bank has the right to invoke the provisions of Section 440K(1) of the Act to compulsorily acquire the Liberty Holdings ordinary shares of the holders of such shares who did not accept the offer ("the remaining ordinary shares"). Standard Bank is currently considering whether to exercise this right. Liberty is considering the merits of implementing a holding company structure which would facilitate its strategic intent to achieve a position where the immediate listed holding company of Liberty and its significant operating companies wholly owns these operations, and is not a registered long-term insurer. Standard Bank has been approached by Liberty to consider facilitating this structure by allowing Liberty Holdings to become such a listed holding company. If such a holding company structure were implemented, this would entail existing Liberty shareholders, other than Liberty Holdings, exchanging their Liberty shares for an economically equivalent shareholding in Liberty Holdings via a scheme of arrangement. Standard Bank, Liberty Holdings, Liberty and their advisers are considering this proposal as well as other alternatives in relation to Liberty Holdings and a further announcement will be made in due course. Standard Bank will advise the holders of the remaining ordinary shares of its decision in relation to Section 440K(1) of the Act in due course, but not later than 18 September 2008. The holders of the remaining ordinary shares registered as such on 18 July 2008 will also shortly be given the required notice of their rights in terms of Section 440K(3) of the Act, which gives them the right to require Standard Bank to acquire their remaining ordinary shares on the same terms as the offer. 4. LIBERTY HOLDINGS CAUTIONARY ANNOUNCEMENT In the light of Liberty`s deliberations referred to above and the potential effect on Liberty Holdings, holders of Liberty Holdings ordinary shares are advised to exercise caution when dealing in their Liberty Holdings ordinary shares until a further announcement is made. Johannesburg 21 July 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 Independent sponsor to Liberty Holdings and Liberty Merrill Lynch South Africa (Proprietary) Limited Legal adviser to Liberty Holdings and Liberty Werksmans Date: 21/07/2008 17:33:03 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.
