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SBK - Standard Bank Group Limited - Proposed disposal of Standard Bank Group`s

Release Date: 11/03/2011 10:07
Code(s): SBK
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SBK - Standard Bank Group Limited - Proposed disposal of Standard Bank Group`s investment in Troika Dialog Group Limited Standard Bank Group Limited (Incorporated in the Republic of South Africa) (Registration number 1969/017128/06) South African Share Code: SBK Namibian Share Code: SNB ISIN: ZAE000109815 ("Standard Bank Group" or "the group") Proposed disposal of Standard Bank Group`s investment in Troika Dialog Group Limited ("Troika Dialog") TDM Limited Partnership ("TDMP"), the 63.6% controlling shareholder of Troika Dialog, led by Mr Ruben Vardanian, Sberbank of Russia ("Sberbank") and Standard Bank Group today announced that they had agreed on the terms of the transaction by means of which Sberbank proposes to acquire Troika Dialog. Sberbank is the largest bank in Russia, Central and Eastern Europe, with approximately 30% of the total assets of the Russian banking system, a market capitalisation of over US$75 billion and assets exceeding US$260 billion. TDMP`s rationale for the transaction is to combine Troika Dialog`s leading investment banking capabilities with Sberbank`s leading commercial and retail banking platform to form a universal bank that will be strongly placed for long- term growth in Russia and the Commonwealth of Independent States ("CIS") and will be ideally positioned for the Russian government`s recently-announced privatisation programme. Under the agreed terms, Sberbank will acquire the entire shareholding of Troika Dialog (comprising TDMP`s 63.6% and Standard Bank Group`s 36.4% shareholding) for an upfront cash consideration of US$1 billion plus an earn-out payment at the end of 2013. Standard Bank Group will sell all of its shareholding in Troika Dialog for an initial cash amount equal to its carrying value at 31 December 2010 of $372 million, and will receive an earn-out payment of approximately 8% of any increase in the value of Troika Dialog as at the end of 2013. This enables the group to participate in the growth of the value of the business over time and provides a platform for enhanced cooperation with the leading banking group in Russia. After taking into account the maximum earn-out payment, the transaction would not be categorised under the JSE Listings Requirements. The transaction is not expected to have a significant impact on the net asset value or profits of the group. Standard Bank Group became a significant shareholder in Troika Dialog, a leading independent Russian investment bank, in September 2009, through a transaction in which the group invested US$300 million in Troika Dialog (comprising cash of US$ 200 million and the net asset value of the group`s wholly-owned Russian banking subsidiary, ZAO Standard Bank, which was transferred to Troika Dialog), in exchange for its final shareholding of 36.4% of Troika Dialog. The transaction is subject to formal documentation and a number of regulatory approvals. The completion date in respect of the transaction is expected to be in the last quarter of 2011 and the initial proceeds on such disposal would be received only at that time. Chief Executive of Standard Bank Group, Jacko Maree, commented "While we are reluctant sellers of our stake in Troika Dialog, this transaction presents an enhanced opportunity to connect and service our clients by leveraging our existing strong relationships into the combined Sberbank -Troika Dialog in Russia and the CIS. Preliminary discussions to capture additional opportunities flowing from this transaction are encouraging. We are confident that our strong African presence, combined with Sberbank and Troika Dialog`s regional leadership, will provide an enhanced range of mutual business opportunities." Johannesburg 11 March 2011 Lead sponsor and financial adviser Standard Bank Independent sponsor Deutsche Securities (SA) Proprietary Limited Date: 11/03/2011 10:07:02 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.

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