To view the PDF file, sign up for a MySharenet subscription.

STANDARD BANK GROUP LIMITED - Disposal by Standard Bank Group of a controlling interest in its London Based Global Markets Business

Release Date: 29/01/2014 13:00
Code(s): SBK     PDF:  
Wrap Text
Disposal by Standard Bank Group of a controlling interest in its London Based Global Markets Business

Standard Bank Group Limited
(Incorporated in the Republic of South Africa)
(Registration number 1969/017128/06)
South African Share Code: SBK
ISIN: ZAE000109815
SBKP ZAE000038881 (First preference shares)
SBPP ZAE000056339 (Second preference shares)
Namibian Share Code: SNB
ISIN: ZAE000109815
JSE bond codes: SBS, SBK, SBN, SBR, ETN series SSN series and CLN series (all JSE
listed bonds issued in terms of The Standard Bank of South Africa Limited’s Domestic
Medium Term Note Programme and Credit Linked Note Programme)
(“Standard Bank Group” or “the Group”)


ANNOUNCEMENT RELATING TO THE PROPOSED DISPOSAL BY STANDARD BANK GROUP TO THE
INDUSTRIAL AND COMMERCIAL BANK OF CHINA LIMITED (“ICBC”) OF A CONTROLLING INTEREST
IN ITS LONDON-BASED GLOBAL MARKETS BUSINESS, THROUGH THE:

     -   DISPOSAL OF 60% OF THE ORDINARY SHARE CAPITAL OF STANDARD BANK PLC; AND
     -   GRANT OF AN OPTION TO ICBC BY STANDARD BANK GROUP OVER A FURTHER 20% IN
         STANDARD BANK PLC; AND

WITHDRAWAL OF CAUTIONARY ANNOUNCEMENT




1.       Introduction


         Shareholders of Standard Bank Group (“Shareholders”) are referred to the cautionary announcements 
         dated 8 November 2013 and 20 December 2013. Shareholders are further advised that Standard Bank London 
         Holdings Limited (“SBLH”), a wholly owned subsidiary of Standard Bank Group, has entered into a sale 
         and purchase agreement (“Sale and Purchase Agreement”) in terms of which ICBC will, upon completion of 
         the sale and purchase (“Completion”), acquire a controlling interest in the Group’s London-based 
         Global Markets business, focusing on commodities, fixed income, currencies, credit and equities products 
         (“OA Global Markets Business”). This will facilitate the establishment of a partnership in Global Markets 
         between China’s and Africa’s largest banks.


         As Standard Bank Plc is the primary legal entity used by the OA Global Markets Business, ICBC will
         acquire 60% of Standard Bank Plc from SBLH for cash. Completion is subject to the implementation
         of a series of steps to be undertaken to constitute Standard Bank Plc and relevant subsidiaries and
         operations in the United States and Singapore (“Standard Bank Plc Group”) as a focused Global
         Markets platform (“Proposed Transaction”). The Proposed Transaction is subject to regulatory
         approval in multiple jurisdictions.


         In order to achieve this, Standard Bank Group will, prior to Completion, remove from the Standard
         Bank Plc entity and other entities in any relevant international locations within the Standard Bank Plc
         Group, all activities that it currently performs and any previously discontinued activities and legacy
         assets, which do not form part of the OA Global Markets Business. These activities include
         Investment Banking, Transactional Products and Services, Principal Investment Management, and
         the Group’s London-based Services Unit, which provides key skills and services to the Group
         (together, the “Excluded Business”). The successor entities into which the Excluded Business will be
         moved will require appropriate regulatory approvals, so that these activities can be continued, as they
         remain a critical part of the Group’s overall competitive positioning in Africa.


         Key aspects of the Proposed Transaction are as follows:


        i.      ICBC will acquire 60% of Standard Bank Plc from SBLH on Completion for cash as set out in
                paragraph 3 below, establishing the platform for a Global Markets partnership between ICBC
                and Standard Bank Group;
        ii.     ICBC will be granted a five-year option to purchase from SBLH a further 20% of the
                outstanding ordinary shares of Standard Bank Plc for cash, exercisable from the second
                anniversary of Completion (“ICBC Call Option”); and
       iii.     contingent upon ICBC exercising the ICBC Call Option, and from six months after such
                exercise, SBLH will have a five-year option to require ICBC to acquire its residual
                shareholding (“Standard Bank Put Option”) for cash.


        Having regard to ICBC’s shareholding in Standard Bank Group of 20.1%, the Proposed Transaction is
        classified as a related party transaction, as defined in the Listings Requirements of the JSE Limited (“JSE”).


2.   Background to and rationale for the Proposed Transaction


     Standard Bank Group has been building and operating a London-based Global Markets business
     since the early 1990’s. Today, this platform performs an important role in allowing Standard Bank
     Group to access the global capital markets to facilitate growth and development in Africa, and in
     maintaining Standard Bank Group’s position as a significant financial market participant in
     commodities trading. Given the investment over many years, the platform has the potential to create
     considerably more value through growing its franchise and generating incremental revenues from a
     wider spectrum of opportunities than are currently available to it given Standard Bank Group’s
     narrower strategic focus on Africa.

     The Proposed Transaction creates the unique and commercially compelling opportunity for the
     Standard Bank Group and ICBC to partner in Global Markets. Through introducing ICBC as majority
     shareholder, the partners are creating a new and larger commodity and financial markets platform
     and expanding the strategic emphasis for the OA Global Markets business to include a focus on
     China by becoming part of China’s leading banking group.


     China is the world’s largest consumer of natural resources, its corporations and financial institutions
     are expanding rapidly beyond its borders, and it benefits from robust economic growth. China is also
     the world’s second largest economy and has one of the fastest growing traded currencies in the
     world, the Renminbi. These, in combination with the powerful client relationships that ICBC has,
     present the OA Global Markets Business with exciting franchise and revenue growth opportunities,
     while maintaining the role it performs for Standard Bank’s African business. The partnership, between
     China’s and Africa’s largest banks, is unique in banking and reflects the fact that the direct linkages
     generally between emerging market (“EM”) economies, and China and Africa in particular, are
     increasingly important contributors to the global economy.


     It is intended that Standard Bank Plc and its subsidiaries will be renamed upon Completion to reflect
     the changed ownership of the OA Global Markets Business and a further announcement in this regard
     will be made once finalised.


     The Proposed Transaction also presents an opportunity to realise proceeds on disposal that will
     release a significant amount of capital for the Group from its operations outside Africa, which can be
     effectively deployed in furthering the Group’s growth strategy in South Africa and across the African
     continent.


3.   The initial purchase of 60% of Standard Bank Plc’s ordinary shares


     In terms of the Sale and Purchase Agreement, ICBC will acquire from SBLH fully-paid ordinary shares
     comprising in aggregate 60% of the fully diluted issued share capital of Standard Bank Plc, on an
     unencumbered basis.


     The purchase price shall be an amount in cash determined as follows (“Purchase Price”):

     -   the audited consolidated Net Asset Value (“NAV”) of the Standard Bank Plc Group at Completion
         multiplied by 60%;
     -   less US$80,000,000 (eighty million).


     For illustrative purposes, if it is assumed that the audited NAV of the Standard Bank Plc Group at
     Completion equaled the published NAV of Standard Bank Plc of US$1 377 million at 30 June 2013
     together with the NAV of other entities to be included in the Standard Bank Plc Group of
     US$31 million at that date, yielding an aggregate assumed NAV for the Standard Bank Plc Group at
     Completion of US$1 408 million, the purchase price would accordingly be approximately
     US$765 million ((US$1 408 million x 60%) – US$80 million).


     The amount payable at Completion, in accordance with the above, will be an estimation of the
     Purchase Price and shall be subject to a “true up” process subsequent to a post-Completion audit.


4.   Application of the Purchase Price


     As the expected date of Completion is some time away, Standard Bank Group will consider the
     planned utilisation of the proceeds closer to the time. At this stage it is envisaged that the Group will
     use the proceeds to facilitate the growth of its operations in South Africa, and across the African
     continent subject to requisite approvals.


     Furthermore, approximately US$95 million of the consideration received by SBLH on Completion will,
     in terms of the transaction agreements, be used to settle existing liabilities of SBLH.


5.   Salient terms of the Proposed Transaction


     Set out below are the key elements of the Proposed Transaction.


      5.1    Standard Bank Plc Group Re-organisation


             In order to provide ICBC with the opportunity to invest in a focused international OA Global
             Markets Business, a number of corporate re-organisation steps need to be undertaken as a
             condition to Completion. A newly established UK entity (“NewCo”) or other Standard Bank
             Group entities will acquire or take transfer of all of the assets, liabilities and employees of the
             Excluded Business from Standard Bank Plc prior to Completion. Where it is not practicable to
             transfer specific assets of the Excluded Business from Standard Bank Plc prior to Completion,
             provision has been made for the synthetic, collateralized transfer of all the risk and benefit
             relating to these assets to other Standard Bank Group entities prior to Completion.


             In addition, the shares currently owned by SBLH in Standard New York Inc. (and indirectly in
             Standard New York Securities Inc. and Standard Americas Inc.) shall be transferred to
             Standard Bank Plc, so as to retain the Global Markets booking capabilities that these affiliates
             provide to Standard Bank Plc.


             Standard Bank Plc is in the process of transferring the Global Markets operations of Standard
             Merchant Bank (Asia) Limited to Standard Bank Plc’s Singapore branch. If it appears unlikely
             that Standard Bank Plc will be able to complete this transfer prior to Completion, then the
             shares currently owned by Standard Bank Group in Standard Merchant Bank (Asia) Limited
             shall be transferred to Standard Bank Plc upon receipt of the relevant approval from the
             Monetary Authority of Singapore and subject to the transfer of any Excluded Business from
             that entity.


             In addition, Standard Bank Plc will effect the closure of certain non-strategic representative
             offices prior to Completion.


      5.2    ICBC Call Option


             Two years after Completion, the ICBC Call Option shall become exercisable, and shall
             continue to be exercisable for a five-year period, during which time ICBC shall have the right
             to acquire 50% of the remaining shares in Standard Bank Plc held by SBLH (to equal no less
             than 20% of all the Standard Bank Plc shares then in issue) in cash. The purchase price for
             the ICBC Call Option will be determined as the higher of (i) the most recent audited
             consolidated NAV of Standard Bank Plc attributable to such shareholding, and (ii) the most
             recent audited consolidated profit before tax of Standard Bank Plc, capitalized at a 5 times
             multiple, attributable to such shareholding. The ICBC Call Option is subject to a maximum
             amount payable by ICBC of US$500 million.


     5.3     Standard Bank Put Option


             In the event that the ICBC Call Option is exercised, the Standard Bank Put Option would
             become exercisable for a five year period commencing six months after the exercise date of
             the ICBC Call Option. The Standard Bank Put Option shall entitle SBLH to dispose of all of its
             residual shares to ICBC at a price determined as being 90% of the most recent audited
             consolidated NAV of Standard Bank Plc attributable to such shareholding, subject to a
             maximum amount payable by ICBC in respect of the Standard Bank Put Option of
             US$600 million.


6.   Conditions Precedent


     The implementation of the Proposed Transaction is subject to the fulfillment (or waiver) of a number of
     Conditions Precedent by no later than 29 January 2015, including:


     6.1    approval by the South African Reserve Bank, which includes both the Financial Surveillance
            Department and the Banking Supervision Department;
     6.2    the required approval by Standard Bank Group Shareholders other than ICBC of the Proposed
            Transaction in terms of the JSE Listings Requirements;
     6.3    receipt of the approval of the Chinese Banking Regulatory Commission;
     6.4    completion of any required procedures with the State Administration of Foreign Exchange of
            China to enable the payment of the Purchase Price;
     6.5    submission by ICBC to the United Kingdom’s Prudential Regulation Authority (“PRA”) of all
            such formal written applications that are relevant to its intention to acquire control of Standard
            Bank Plc as would be required to comply with Part XII of the United Kingdom Financial
            Services and Markets Act 2000 and approval by the PRA of the Proposed Transaction, either
            unconditionally or conditional on terms satisfactory to ICBC and Standard Bank Group;
     6.6    approval from the Financial Industry Regulatory Authority and Committee on Foreign
            Investment in the USA in respect of the transactions contemplated in any transaction
            documents;
     6.7    approval from the Monetary Authority of Singapore;
     6.8    the re-organisation steps set out in paragraph 5.1 above having been effected or completed,
            to the reasonable satisfaction of ICBC;
     6.9    Standard Bank Group having withdrawn the comfort letter in respect of certain capital
            requirements issued in favour of Standard Bank Plc dated 19 December 2011 and Standard
            Bank Group, SBLH and ICBC having entered into arrangements in favour of Standard Bank
            Plc substantively similar to the support letter and pro rata to their respective shareholdings in
            Standard Bank Plc;
     6.10   no change in the circumstances existing as at 29 January 2014 having taken place which will
            or is reasonably likely to have a material adverse effect on the business, assets, liabilities,
            condition (financial or otherwise) and/or results of operations of the Standard Bank Plc Group;
     6.11   no injunction, restraining order or other order or any other legal or regulatory restraint or
            prohibition having been issued or made by any court of competent jurisdiction or any other
            person which prevents the consummation of the Proposed Transaction;
     6.12   Standard Bank Group having obtained written change of control consents to the Proposed
            Transaction in a form reasonably satisfactory to ICBC, from certain counterparties or
            governmental authorities;
     6.13   the relevant transaction documents having been duly executed; and
     6.14   no downgrade in Standard Bank Plc’s credit rating to sub-investment grade by Moody’s
            Investor Services Limited and Fitch Ratings Inc. having taken place as a direct result of the
            Proposed Transaction.


7.   Other terms of the Proposed Transaction


     The Sale and Purchase Agreement contains such warranties, pre-completion undertakings,
     indemnities and other clauses as are customary for a transaction of this nature where there has been
     a carve-out of certain businesses. In addition, indemnities have been provided to ICBC in relation to
     regulatory enforcement actions arising prior to Completion.


     Upon or prior to Completion, Standard Bank Group, SBLH, Standard Bank Plc and ICBC shall enter
     into a number of other ancillary agreements, including a shareholders’ agreement and a services
     agreement. The shareholders’ agreement contains, inter alia, provisions regarding governance,
     funding and capital arrangements for Standard Bank Plc after Completion.


8.   Effective Date


     The effective date of the Proposed Transaction will be the date of Completion, which is expected to be
     during the fourth quarter of 2014.


9.   Pro forma financial effects of the Proposed Transaction


     The pro forma financial effects set out below have been prepared to assist Standard Bank Group
     Shareholders to assess the impact of the Proposed Transaction on the Group’s historic earnings
     measures (earnings per share (“EPS”), headline earnings per share (“HEPS”), diluted EPS and diluted
     HEPS) and NAV measures (NAV per share (“NAVPS”) and tangible NAVPS (“TNAVPS”)). The pro
     forma financial effects set out below are disclosed in accordance with the JSE Listings Requirements
     and do not constitute a representation of the future financial position of the Group post Completion of
     the Proposed Transaction. The pro forma financial effects are the responsibility of the board of
     directors of Standard Bank Group (“Board”) and are provided for illustrative purposes only.


     Due to their nature, the pro forma financial effects may not fairly present the Group’s financial position,
     changes in equity, results of operations or cash flows after the Proposed Transaction. Consistent with
     the Group’s reporting practices, these financial effects have been presented on the basis of
     International Financial Reporting Standards (“IFRS”) and on a normalised basis. The Group
     normalises or adjusts its IFRS results to reflect the Group’s view of the economics and legal
     substance of its Black Economic Empowerment Ownership (“Tutuwa”) initiative, as well as exposures
     to the Group’s ordinary shares that are entered into to facilitate client trading activities and for the
     benefit of Liberty Holdings Limited's policyholders, which are deemed under IFRS to be treasury
     shares.


     Shareholders’ attention is drawn to the significant impact of a specific accounting adjustment relating
     to the release to the income statement of the Group’s foreign currency translation reserve (“FCTR”)
     relating to the Group’s investment in Standard Bank Plc Group. The FCTR will be released in full on
     deconsolidation of the Standard Bank Plc Group and is included in the adjustment column for EPS
     and diluted EPS presented below. In accordance with South African reporting standards on Headline
     Earnings, gains and losses on disposals of subsidiaries are excluded from Headline Earnings, and the
     FCTR release outlined above, together with a loss on disposal of Standard Bank Plc, is accordingly
     excluded from the Group’s pro forma HEPS and diluted HEPS presented below.


     In addition, in accordance with guidance received from the JSE, the potential impact of both the initial
     disposal of 60% of Standard Bank Plc and the potential impact of the Proposed Transaction, assuming
     a further 20% of Standard Bank Plc has been disposed of (i.e. including the impact of the exercise of
     the ICBC Call Option) are presented below.


     The pro forma financial effects have been reviewed by KPMG Inc. Their report on the pro forma
     financial effects and pro forma financial information will be contained in the circular to Shareholders
     relating to the Proposed Transaction (“Circular”), to be posted to Shareholders on 24 February 2014.


Financial effects for the Proposed Transaction
For the six months ended 30 June 2013


It has been assumed for purposes of the pro forma financial effects calculation that the Proposed Transaction took place
with effect from 1 January 2013 for statement of comprehensive income purposes, and on 30 June 2013 for statement of
financial position purposes.
                                                                                                         After the
                                                           After the
                                                                                                         Proposed
                                                          Proposed
                                                                                                       Transaction
                       Before the                       Transaction                     ICBC Call
                                                                                                        - assuming
                        Proposed       Adjustment        - assuming      Change            Option                     Change
                                                                                                         ICBC Call
                      Transaction                         ICBC Call                   adjustment
                                                                                                        Option has
                                                        Option is not
                                                                                                              been
                                                           exercised
                                                                                                         exercised


                            cents            cents            cents           %             cents            cents         %
 IFRS
 EPS                        521.4             91.2             612.6        17.5              27.2          639.8         22.7
 Diluted EPS                505.8             88.4             594.2        17.5              26.4          620.6         22.7
 HEPS                       520.1             31.7             551.8         6.1               2.5          554.3          6.6
 Diluted HEPS               504.5             30.7             535.2         6.1               2.4          537.6          6.6
 NAVPS                      7 712              (93)            7 619        (1.2)               24          7 643         (0.9)
 TNAVPS                     6 666              (68)            6 598        (1.0)              24           6 622         (0.7)


 Normalised
 EPS                        507.1             87.5             594.6        17.3              26.2          620.8         22.4
 Diluted EPS                503.2             86.9             590.1        17.3              26.0          616.1         22.4
 HEPS                       505.8             30.4             536.2         6.0               2.4          538.6          6.5
 Diluted HEPS               502.0             30.2             532.2         6.0               2.4          534.6          6.5
 NAVPS                      7 660              (92)            7 568        (1.2)               24          7 592         (0.9)
 TNAVPS                     6 635              (67)            6 568        (1.0)               24          6 592         (0.6)



    Notes and assumptions:


         1.    The earnings measures and NAV measures before the Proposed Transaction have been based on the
               Group’s unaudited interim results for the six month period ended 30 June 2013.
         2.    The earnings measures after the Proposed Transaction are based on the assumption that the Proposed
               Transaction was implemented on 1 January 2013, but using the NAV, reserve balance, option fair values and
               prevailing exchange rates as at 30 June 2013 (R9.94/US$).


            The earnings measures under both scenarios have been calculated based on the same assumptions, with
            the key difference in calculation relating to the relevant losses on disposal of 60% as compared to 80% of
            Standard Bank Plc’s share capital, and resulting differences in equity accounted earnings of 40% as
            compared to 20% of Standard Bank Plc’s earnings. In addition:
            -    average monthly ZAR/US$ exchange rates were used to calculate earnings effects for the six month
                 period ended 30 June 2013; and
            -    the pro forma gain on disposal included in EPS and diluted EPS has been calculated as follows:


                                                                                                                 After the
                                                                                              After the
                                                                                                                  Proposed
                                                                                             Proposed
                                                                                                              Transaction -
                                                                                         Transaction -
                                                                                                               assuming the
                                                                                          assuming the
                                                                                                            ICBC Call Option
                                                                                     ICBC Call Option
                                                                                                                   has been
                                                                                       is not exercised
                                                                                                                   exercised

                                                                                                   Rm                    Rm
Proceeds on disposal (see note 8 below)                                                         12 606                 12 989
Cash                                                                                             7 610                 10 412
Net fair value of ICBC Call Option and Standard Bank Put Option                                    (78)                    40
Retained investment                                                                              5 074                  2 537
Less: NAV on disposal                                                                         (14 009)               (14 009)
Loss on disposal before transaction costs, release of reserves and tax*                        (1 403)                (1 020)
Transaction costs*                                                                                 (80)                   (80)
Release of FCTR#                                                                                 2 323                  2 323
Release of cash flow hedge reserves (net of tax)#                                                  455                    455
Gain on disposal                                                                                 1 295                  1 678


       * The loss on disposal together with the transaction costs are of a capital nature and are not subject to taxation.
         Transaction costs include legal, independent advisory and accountants’ fees.
       # The Proposed Transaction would result in the release of both the FCTR and certain cash flow hedge reserves
         as at 1 January 2013.

       3.   Headline Earnings ignore gains and losses on disposal and the realised FCTR release is not taken into
            consideration. The relevant Headline Earnings adjustments are as follows:
                                                                                                                         Rm
            Loss on disposal before transaction costs, release of reserves and tax                                      1 403
            Release of FCTR                                                                                           (2 323)
            Headline Earnings adjustments assuming ICBC Call Option is not exercised                                    (920)
            Reversal of the fair value of the ICBC Call Option and adjustment of the Standard Bank Put Option           (118)
            Gain on disposal arising from the exercise of ICBC Call Option                                              (265)
            Headline Earnings adjustments including exercise of ICBC Call Option                                      (1 303)

       4.   NAV measures after the Proposed Transaction are based on the following assumptions:
            -    the Proposed Transaction having been implemented on 30 June 2013; and
            -    the Proposed Transaction would result in the release of FCTR, net investment hedge reserve, certain
                 cash flow hedge reserves and retained earnings as at 30 June 2013 as follows:

                                                                                  Rm
                 FCTR                                                           2 323
                 Cash flow hedge reserves                                         455
                 Net investment hedge reserve                                      42
                 Retained earnings                                             (2 820)
                 Total impact on NAV*                                               -


           * The release of these reserves into retained earnings would not impact the financial position as it represents
           a movement within equity reserves.

      5.   The EPS and HEPS measures are based on a weighted average number of ordinary shares in issue of
           1 546 913 424 (IFRS) and 1 611 082 322 (normalised).
      6.   The diluted EPS and diluted HEPS measures are based on a diluted weighted average number of ordinary
           shares in issue of 1 594 733 795 (IFRS) and 1 623 359 862 (normalised).
      7.   The NAV measures are based on a number of ordinary shares in issue of 1 586 513 525 (IFRS) and
           1 617 918 009 (normalised) at 30 June 2013.
      8.   In terms of section 8.32 of the JSE Listings Requirements, issuers are required to identify clearly all
           adjustments that are expected to have a continuing effect on the issuer. Apart from transaction costs, release
           of FCTR and cash flow hedges, all other adjustments will have a continuing effect on the Group.
      9.   The NAVPS and TNAVPS after the Proposed Transaction is based on the assumption that the Proposed
           Transaction was implemented on 30 June 2013.


10.   Categorisation of the Proposed Transaction and independent fairness opinion


      In terms of the JSE Listings Requirements, the Proposed Transaction is categorised as a Category 2
      and Related Party Transaction and accordingly the Board is required to obtain a fairness opinion from
      an independent professional expert acceptable to the JSE and to make a statement as to the fairness
      of the Proposed Transaction in the Circular.


      Merrill Lynch International (“Merrill Lynch”) has been appointed as the independent professional
      expert by the Board to determine whether the financial terms of the Proposed Transaction are fair to
      Shareholders.


      For this purpose Merrill Lynch will provide the Board with a fairness opinion letter which will be
      included in the Circular. Shareholders will be requested to approve the Proposed Transaction by
      means of ordinary resolutions (i.e. with 50% of the votes cast in favour of the Proposed Transaction),
      excluding shares held by ICBC and its associates, at a general meeting of Shareholders (“General
      Meeting”).


      Those directors of the Group who represented ICBC on the Board have been recused from all Board
      discussion of the Proposed Transaction.

11.   Posting of Circular and salient dates and times of the General Meeting


      The Circular providing Shareholders with full details of the Proposed Transaction and containing a
      notice convening the General Meeting to approve the resolution/s required to authorise the Proposed
      Transaction, will be distributed to Shareholders on Monday, 24 February 2014. The salient dates
      and times of the General Meeting are set out below:


                                                                                                         2014


      Record date to receive Circular and notice of General Meeting                       Friday, 14 February


      Circular and notice of General Meeting posted to Shareholders                      Monday, 24 February


      Last day to trade in Standard Bank Group ordinary shares in order to be
      recorded in the register to participate and vote at the General Meeting             Thursday, 13 March


      Voting record date to determine which Shareholders are entitled to
      attend and vote at the General Meeting                                              Thursday, 20 March


      Last day for Shareholders to lodge forms of proxy (blue) for the General
      Meeting by 09h00                                                                   Wednesday, 26 March


      General Meeting to be held at the HP de Villiers Auditorium, Ground
      Floor, Standard Bank Centre, 6 Simmonds Street, Johannesburg at                        Friday, 28 March
      09h00


      Results of the General Meeting released on the Stock Exchange News
      Service (“SENS”) of the JSE                                                            Friday, 28 March


      Results of the General Meeting published in the South African and
      Namibian press                                                                         Monday, 31 March


      Notes:
      1. The above dates and times are subject to change. Any material changes will be released on SENS and
         published in the South African and Namibian press.
      2. All times quoted in this announcement are South African times.
      3. If the General Meeting is adjourned or postponed, an appropriate announcement will be released on SENS
         and published in the South African and Namibian press.


12.     Withdrawal of cautionary announcement


        Following the release of these full details of the Proposed Transaction, caution is no longer required
        to be exercised by Shareholders when dealing in their Standard Bank Group securities.


Johannesburg
29 January 2014


Investment bank and transaction sponsor to Standard Bank Group
The Standard Bank of South Africa Limited


Independent sponsor to Standard Bank Group
Deutsche Securities (SA) Proprietary Limited


Sponsor to Standard Bank Group in Namibia
Simonis Storm Securities (Proprietary) Limited


Independent Professional Expert
Merrill Lynch International


Joint independent reporting accountants and auditors to Standard Bank Group
KPMG Inc.
PricewaterhouseCoopers Inc.


Legal advisers to Standard Bank Group in the UK and internationally
Clifford Chance LLP


Legal advisers to Standard Bank Group in South Africa
Bowman Gilfillan Inc.

Date: 29/01/2014 01:00:00 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.

Share This Story