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LGL / LBH / SBK - Liberty /Libhold /Standard Bank - The Fulfilment Of The
Remaining Suspensive Conditions To The Scheme Of Arrangement
Liberty Group Limited
Registration number 1957/002788/06
Incorporated in the Republic of South Africa
JSE share code: LGL
ISIN: ZAE000057360
("Liberty")
Liberty Holdings Limited
Registration number 1968/002095/06
Incorporated in the Republic of South Africa
JSE share code: LBH
ISIN: ZAE000004032
("Libhold")
Standard Bank Group Limited
Registration number 1969/017128/06
Incorporated in the Republic of South Africa
JSE share code: SBK & NSX share code: SNB
ISIN: ZAE000109815
("Standard Bank")
JOINT ANNOUNCEMENT BY LIBERTY, LIBHOLD AND STANDARD BANK RELATING TO:
- THE FULFILMENT OF THE REMAINING SUSPENSIVE CONDITIONS TO THE SCHEME OF
ARRANGEMENT BETWEEN LIBERTY AND ITS SHAREHOLDERS;
- THE SALIENT DATES AND TIMES OF THE IMPLEMENTATION OF THE SCHEME OF
ARRANGEMENT; AND
- RELATED MATTERS.
1. INTRODUCTION
Shareholders are referred to the previous announcements released on SENS on
Thursday, 4 September 2008, Friday, 26 September 2008 and Tuesday, 21 October
2008, relating to:-
the offer by Libhold to acquire all of the issued ordinary shares of Liberty
(other than those already held by Libhold and Liberty`s treasury shares) in
exchange for an issue of ordinary shares in Libhold ("consideration shares") by
means of a scheme of arrangement ("scheme") in terms of section 311 of the
Companies Act No. 61 of 1973, as amended ("Companies Act"); and
1.2 the sub-division of each share in Libhold`s authorised and issued ordinary
share capital into three ordinary shares and the increase in Libhold`s
authorised ordinary share capital to enable Libhold to issue the consideration
shares.
2. FULFILMENT OF SUSPENSIVE CONDITIONS
The remaining suspensive conditions to the scheme have been fulfilled:
2.1 the Libhold special resolution required to enable -
2.1.1 the subdivision of each one of Libhold`s authorised and issued ordinary
shares into three ordinary shares; and
2.1.2 the increase of Libhold`s authorised ordinary share capital from
225 000 000 shares to 400 000 000 shares,
was registered with the Registrar of Companies ("Registrar") on Wednesday, 29
October 2008;
2.2 the High Court of South Africa (Witwatersrand Local Division) has granted an
order that the scheme be sanctioned in terms of section 311 of the Companies Act
and approved in terms of section 37 of the Long-term Insurance Act, No. 52 of
1998, as amended ("Order"). The Order was granted on Tuesday, 11 November 2008;
and
2.3 the Order was registered by the Registrar in terms of section 311 of the
Companies Act on Wednesday, 12 November 2008.
3. REMAINING SALIENT DATES AND TIMES
There are no changes to the salient dates and times as reflected in the scheme
circulars posted to Liberty and Libhold shareholders on 26 September 2008.
The following are the remaining important dates and times pertaining to -
3.1 Liberty
2008
Last day to trade to participate in the
scheme Friday, 21 November
Trading in Liberty shares suspended and trading Monday, 24 November
in consideration shares commences
Participation record date on which Liberty Friday, 28 November
shareholders must be recorded in the register to
become entitled to receive the consideration
shares
Operative date of the scheme Monday, 1 December
New share certificates in respect of
consideration shares posted by registered mail
to certificated scheme transferors (if documents
of title are received by the transfer
secretaries on or before 12:00 on the
participation record date) on or about Monday, 1 December
OR
Failing receipt of documents of title on or
before 12:00 on the participation record date,
new share certificates in respect of
consideration shares will be posted within five
business days of receipt thereof by the transfer
secretaries
Dematerialised scheme transferors expected to Monday, 1 December
have the accounts held at their CSDP credited
with the consideration shares
Listing of Liberty terminates at commencement of Monday, 1 December
trade
Notes:
1. All the above times are South African local times.
2. Shareholders may not dematerialise or rematerialise their Liberty shares
after Friday, 21 November 2008.
3. Consideration shares may be dematerialised or rematerialised after Monday, 1
December 2008.
3.2 Libhold
2008
Last day to trade in Libhold prior to the sub- Friday, 21 November
division
First day of trading in sub-divided Libhold Monday, 24 November
shares under new ISIN ZAE000127148
Date of listing of consideration shares Monday, 24 November
Record date for sub-division Friday, 28 November
Sub-division becomes effective and new share Monday, 1 December
certificates are issued to shareholders who have
surrendered their share certificates prior to
12:00 on the sub-division record date.
Dematerialised shareholders will have their
accounts at their CSDP or broker updated
Notes:
1. All the above times are South African local times.
2. Share certificates for pre-sub-divided Libhold ordinary shares may not be
dematerialised or rematerialised after Friday, 21 November 2008. Share
certificates in the sub-divided shares may be dematerialised or rematerialised
after Monday, 1 December 2008.
3. Shareholders who surrender their share certificates after 12:00 on the record
date will have their new certificates posted within five business days of
receipt thereof.
4. OTHER INFORMATION
Shareholders of Libhold are referred to the announcement dated 31 July 2008,
wherein in terms of section 440K(3) of the Companies Act, the remaining offerees
who had not accepted the unconditional offer by Standard Bank to acquire their
Libhold shares as detailed in Standard Bank`s offer document to Libhold ordinary
shareholders dated 26 June 2008(the "Standard Bank offer"), were posted notices
containing details of their rights to require Standard Bank to purchase their
Libhold shares which were the subject of the Standard Bank offer ("offer
shares"), on the same terms and conditions as prevailed under the Standard Bank
offer, for the period commencing on Friday, 31 July 2008, and ending on Friday,
31 October 2008 ("section 440K(3) period").
The section 440K(3) period ended on Friday, 31 October 2008. In terms of
section 440K(3), Standard Bank acquired a further 170 388 offer shares during
the section 440K(3) period. As a consequence, Standard Bank`s shareholding in
Libhold has increased to 99.28% of the total issued ordinary share capital of
Libhold.
Accordingly, given Standard Bank`s indirect and direct shareholdings in Liberty,
it is anticipated that at the operative date of the scheme, Standard Bank will
hold approximately 53.66% of the total issued share capital of Liberty. This
shareholding will change dependent upon the issue of shares by Liberty in
connection with the exercise of share options.
Johannesburg
12 November 2008
Independent sponsor to Liberty and Libhold
Merrill Lynch South Africa (Proprietary) Limited
Legal advisers to Liberty and Libhold
Werksmans Inc.
Investment bank, financial adviser and sponsor to Standard Bank
Standard Bank
Independent sponsor to Standard Bank
Deutsche Securities (SA) (Proprietary) Limited
Legal advisers to Standard Bank
Bowman Gilfillan
Date: 12/11/2008 15:17:02 Supplied by www.sharenet.co.za
Produced by the JSE SENS Department.
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