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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.