LIBERTY HOLDINGS LIMITED - Liberty Holdings acquires the remaining shares in Liberty Health

Liberty Holdings acquires the remaining shares in Liberty Health

LIBERTY HOLDINGS LIMITED
Incorporated in the Republic of South Africa
Registration Number: 1968/002095/06
JSE Code: LBH    ISIN: ZAE000127148
("Liberty Holdings" or “Company”)

LIBERTY HOLDINGS ACQUIRES THE REMAINING SHARES IN LIBERTY HEALTH

1     INTRODUCTION

      Shareholders are advised that Liberty Holdings has entered into an
      agreement ("Sale Agreement") with, inter alia, the trustees for the
      time being of the NHA Trust ("NHA Trust") in terms of which Liberty
      Holdings will acquire all of the remaining NHA Trust's shares in
      ("Sale   Shares") and claims  against ("Sale Claims") Liberty Health
      Holdings Proprietary Limited ("Liberty  Health") for an aggregate
      purchase  consideration of  approximately  R134,000,000  ("Purchase
      Price"), with effect from the date of payment of the Purchase Price,
      subject to the fulfilment of the condition precedent referred to in
      the paragraph 3.2 below ("Transaction").


2     LIBERTY HEALTH AND THE RATIONALE FOR THE TRANSACTION


2.1       Liberty Health is a provider of healthcare solutions for corporate
          clients, medical schemes and individuals. Its services include
          short-term medical insurance, medical risk management, healthcare
          administration and health-based IT systems.


2.2       Liberty currently holds 74.9% of the total issued shares  in
          Liberty Health and the NHA Trust holds the remaining 25.1% of the
          total issued shares in Liberty Health.  Liberty is of the view
          that it would be beneficial for it to be a 100% owner of Liberty
          Health  as it would allow  for greater flexibility  and enable
          Liberty Holdings to restructure Liberty Health in a manner that
          would be beneficial to Liberty.


3     TERMS OF THE TRANSACTION AND CONDITIONS PRECEDENT

3.1       Purchase Price


          The Purchase Price comprises of:


3.1.1            R40,000,000  for  the  Sale  Shares, which shall be paid by
                 Liberty  Holdings  on  the fifth  business day following
                 fulfilment or waiver of the Condition Precedent referred to
                 in 3.2 below and


3.1.2            R93,489,729 for the Sale Claims as at the date of conclusion
                 of the Sale Agreement.


             The Purchase Price will be paid in cash.


3.2          Condition Precedent


             The proposed Transaction remains subject to the fulfilment of the
             condition  precedent that by no later than 31 July 2014, all
             approvals required in terms of the Competition Act No 89 of 1998
             for the implementation of the Sale Agreement shall  have been
             granted, either unconditionally or subject to such conditions as
             have been approved in writing by Liberty Holdings and the NHA
             Trust.


4     FINANCIAL EFFECTS

      The pro forma financial effects of the Transaction on Liberty
      Holdings’ earnings per share, headline earnings per share, net asset
      value per share and tangible net asset value per share, based on
      Liberty Holdings’ latest published financial results for  the year
      ended 31 December 2013, are insignificant as contemplated in paragraph
      9.15 of the Listings Requirements of the JSE Limited  (“JSE”)
      (“Listings Requirements”) and are accordingly not presented.


5     CATEGORISATION OF THE TRANSACTION AND SMALL RELATED PARTY TRANSACTION


5.1          The Transaction  is classified as a related party transaction
             because NHA is a material shareholder of Liberty Health and Mr
             Neil Harvey, who is a director of Liberty Health, is a material
             beneficiary of the NHA Trust. NHA Trust and Mr Neil Harvey are
             therefore viewed as related parties in terms of the Listings
             Requirements.

5.2          Due to its size, the Transaction is categorised as a small related
             party transaction. Accordingly, shareholder approval is not
             required in order to implement the Transaction.

6     INDEPENDENT PROFESSIONAL EXPERT VALUATION


6.1       In terms of section 10.7(b) of the Listings Requirements, the
          Company is required to provide the JSE with written confirmation
          from an independent professional expert acceptable to the JSE,
          that the terms of the Transaction are fair as far as the
          shareholders of Liberty Holdings are concerned (“Fairness
          Opinion”). The JSE approved the appointment of Deloitte & Touche,
          as the independent  professional expert, who has provided the
          Fairness Opinion to the Company for purposes of the Transaction.

6.2       Based on the Fairness Opinion, the board of Liberty  Holdings
          confirms that the Transaction is fair insofar as the shareholders
          of Liberty Holdings are concerned. The Fairness Opinion has also
          been provided to the JSE.

6.3       The Fairness  Opinion will lie open for inspection at Liberty
          Holdings' registered office, Liberty Centre, 1 Ameshoff Street,
          Braamfontein, 2001, for a period of twenty-eight days from the
          date of this announcement.

Johannesburg
9 July 2014

Legal Advisors:
Werksmans Attorneys

Sponsor:
Merrill Lynch South Africa (Pty) Ltd

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