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STANDARD BANK/LIBERTY HOLDINGS - Cash payment in respect of fractional entitlement
STANDARD BANK GROUP LIMITED
(Incorporated in the Republic of South Africa)
(Registration number: 1969/017128/06)
JSE share code: SBK
NSX share code: SNB
A2X share code: SBK
ISIN: ZAE000109815
(“SBG”)
LIBERTY HOLDINGS LIMITED
(Incorporated in the Republic of South Africa)
(Registration number: 1968/002095/06)
JSE Ordinary Share code: LBH
ISIN: ZAE000127148
(“LIBERTY”)
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR
INDIRECTLY, IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A
VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF SUCH JURISDICTION. NOT FOR
GENERAL RELEASE IN THE UNITED STATES – SEE FURTHER INFORMATION BELOW.
CASH PAYMENT IN RESPECT OF FRACTIONAL ENTITLEMENT
Capitalised terms used below and elsewhere in this announcement that are not otherwise defined in this
announcement bear the meanings ascribed to them in the Circular distributed to Liberty Shareholders on
Monday, 13 September 2021.
1. INTRODUCTION
Shareholders of Liberty and SBG are referred to the Circular and to the finalisation announcement
published on SENS on Monday, 7 February 2022 (“Finalisation Announcement”), and in the press on
Tuesday, 8 February 2022, wherein it was confirmed that the Scheme has become unconditional with
effect from Monday, 7 February 2022. The implementation of the Scheme will result in SBG acquiring
all of the Scheme Shares for the Scheme Consideration (being (i) 0.5 SBG Shares, subject to the
Rounding Principle ("SBG Consideration Shares"); and (ii) an amount of R14.40 in consideration for
each Scheme Share) on the Scheme Implementation Date.
The salient dates and times included in the Finalisation Announcement remain unchanged.
The settlement of the SBG Consideration Shares to Scheme Participants may result in fractional
entitlements for the recipients.
2. CASH VALUE OF FRACTIONAL ENTITLEMENTS
In accordance with the Listings Requirements, fractional entitlements to the SBG Consideration Shares
will be rounded down to the nearest whole number, and the aggregated fractions of the SBG
Consideration Shares to which Scheme Participants are entitled will not be transferred to them but will
instead be sold in the market as soon as practicable after the Scheme Implementation Date.
Scheme Participants will instead receive the cash value ("Cash Value") of their fractional entitlements
to the SBG Consideration Shares as determined in accordance with the Listings Requirements.
In accordance with the Listings Requirements, the Cash Value due to a Scheme Participant in respect
of any fractional entitlement will be calculated by multiplying the fraction of an SBG Consideration Share
to which the Scheme Participant would have been entitled by 90% of the volume-weighted average price
of an SBG Share traded on the JSE on Wednesday, 23 February 2022, being ZAR143.74553
(ZAR159.71725 x 0.9). An illustrative example of the calculation of the Cash Value is set out in
paragraph 3 below.
The Cash Value of Scheme Participants' fractional entitlements will be paid to Scheme Participants as
soon as practicable after the Scheme Implementation Date.
3. EXAMPLE OF THE CALCULATION OF THE CASH VALUE OF A FRACTIONAL ENTITLEMENT
This example assumes that a Scheme Participant holds 125 Scheme Shares on the Scheme Record
Date. The Rounding Principle described in paragraph 2 above is then applied and, in respect of those 125
Scheme Shares, the Scheme Participant will receive 62 SBG Consideration Shares and a payment of the
Cash Value of the fractional entitlement of 0.5 x ZAR143.74553 = ZAR71.87 (The Scheme Participant will
also receive Cash Consideration of R14.40 per Scheme Share, being R1,800 in respect of the 125
Scheme Shares held by the Scheme Participant on the Scheme Record Date, and will receive the Special
Distribution of R11.10 per Liberty Share from Liberty.)
4. NOTICE TO US INVESTORS AND IMPORTANT INFORMATION FOR FOREIGN SHAREHOLDERS
US Shareholders are reminded that the SBG Consideration Shares will only be delivered to US
Shareholders who are QIBs and who have returned executed US Investor Letters to their immediate
custodians, nominees or other financial intermediaries, with a copy to SBG and Liberty in accordance
with the instructions contained in the Circular. Such US Shareholders are referred to the Circular for
details in relation to the process and requirements for QIBs.
The rights of the Foreign Shareholders in respect of the Scheme may be affected by the Laws of the
relevant jurisdictions of such Foreign Shareholders. Such Foreign Shareholders should inform
themselves about and observe any applicable legal requirements of such jurisdictions. It is the
responsibility of any Foreign Shareholders to satisfy themselves as to the full observance of the Laws
of the relevant jurisdiction in connection with the Scheme, including the obtaining of any governmental,
exchange control or other consents or the making of any filings which may be required, the compliance
with other necessary formalities, the payment of any transfer or other taxes or other requisite payments
due in such jurisdiction.
In respect of Foreign Shareholders, applicable securities laws may affect the offer, sale and delivery of
the SBG Consideration Shares. Unless SBG and Liberty (acting jointly) are satisfied that the SBG
Consideration Shares can be offered, sold or delivered in compliance with applicable securities laws
(without the completion of additional documents, approvals or registrations), the SBG Consideration
Shares that a Foreign Shareholder would otherwise have received under the terms of the Scheme may
ultimately be sold in the open market or by means of other transactions and, in such circumstances,
such Foreign Shareholder will receive, in lieu of the SBG Consideration Shares to which it would
otherwise be entitled under the terms of the Scheme, the net cash proceeds thereof.
The Sale Agent will conduct the sale of the Restricted Foreign Shareholders’ SBG Consideration Shares
pursuant to the Market Sale Process, which will occur outside of the US pursuant to a centralised sale
process and will take place as soon as is reasonably practical after the implementation of the Scheme.
Further information is set out in paragraph 5.4 of the Circular. The Market Sale Process is separate from
the calculation and payment of the Cash Value of fractional entitlements and may be subject to
applicable fees and expenses.
5. TAXATION
Scheme Participants are referred to Annexure 10 of the Circular, which sets out the tax implications of
the Scheme.
6. SBG BOARD RESPONSIBILITY STATEMENT
The members of the SBG Board (to the extent that the information relates to SBG) collectively and
individually accept responsibility for the information contained in this announcement and certify that to
the best of their knowledge and belief, the information contained in this announcement relating to SBG
is true and this announcement does not omit anything that is likely to affect the importance of such
information.
7. LIBERTY BOARD RESPONSIBILITY STATEMENT
The members of the Liberty Board, which includes the Independent Board, (to the extent that the
information relates to Liberty) collectively and individually accept responsibility for the information
contained in this announcement and certify that, to the best of their knowledge and belief, the information
contained in this announcement relating to Liberty is true and this announcement does not omit anything
that is likely to affect the importance of such information.
Johannesburg
24 February 2022
Joint transaction sponsors to SBG
Merrill Lynch South Africa (Pty) Ltd t/a BofA Securities
The Standard Bank of South Africa Limited
Financial advisors to SBG
Merrill Lynch South Africa (Pty) Ltd t/a BofA Securities
The Standard Bank of South Africa Limited
Legal advisor to SBG as to South African law
Bowman Gilfillan Inc. t/a Bowmans
Legal Advisor to SBG as to US Law
Davis Polk & Wardwell London LLP
NSX sponsor to SBG
Simonis Storm Securities (Proprietary) Limited
Independent expert to Liberty
Ernst & Young Advisory Services Proprietary Limited
Independent transaction sponsor to Liberty
Investec Bank Limited
Financial advisor to Liberty
Goldman Sachs International
Legal advisor to Liberty
Webber Wentzel
This announcement is for information purposes only. It is not intended to and does not constitute, or form part
of, any offer, invitation or the solicitation of any offer to purchase, otherwise acquire, subscribe for, sell or
otherwise dispose of any securities, or the solicitation of any vote or approval in any jurisdiction, pursuant to
the acquisitions of securities contemplated hereby or otherwise nor shall there be any sale, issuance or transfer
of securities in any jurisdiction in contravention of applicable law.
Additional Information for US Investors
The Scheme to which this announcement relates concerns the securities of South African public companies
and is proposed to be effected by means of a scheme of arrangement under South African law. This
announcement, the Circular and certain other documents relating to the Scheme have been, or will be,
prepared in accordance with South African law, the Companies Act, the Listings Requirements and South
African disclosure requirements, format and style, all of which differ from those in the United States. A
transaction effected by means of a scheme of arrangement is not subject to the tender offer rules or the proxy
solicitation rules under the US Securities Exchange Act of 1934, as amended. Accordingly, the Scheme is
subject to the disclosure requirements of and practices applicable in South Africa to schemes of arrangement,
which differ from the disclosure requirements of the US tender offer and proxy solicitation rules.
The SBG Consideration Shares to be issued pursuant to the Scheme have not been, and will not be, registered
under the US Securities Act of 1933, as amended (the “US Securities Act”) or under any laws or with any
securities regulatory authority of any state, district or other jurisdiction, of the United States, and may only be
offered or sold pursuant to an exemption from, or in a transaction not subject to, the registration requirements
of the US Securities Act and in compliance with any applicable state and other securities laws. There will be
no public offer of any securities in the United States. This announcement does not constitute an offer to sell or
solicitation of an offer to buy any of the shares in the United States. Further details of which US and other
Liberty Shareholders are eligible to receive the SBG Consideration Shares, and the procedural steps required
to be taken by such persons to so receive such shares, as well as the procedures for those US and other
Liberty Shareholders who do not so qualify to receive the SBG Consideration Shares, are set forth in the
Circular.
Neither the US Securities and Exchange Commission (SEC) nor any US state securities commission has
approved or disapproved of the SBG Consideration Shares to be issued in connection with the Scheme, or
determined if this announcement or the Circular is accurate or complete. Any representation to the contrary is
a criminal offence in the United States.
The SBG Consideration Shares have not been and will not be listed on a US securities exchange or quoted
on any inter-dealer quotation system in the United States. Neither SBG nor Liberty intends to take any action
to facilitate a market in the SBG Consideration Shares in the United States.
Financial statements, and all financial information that is included in this announcement or that may be included
in the Circular or any other documents relating to the Scheme, have been or will be prepared in accordance
with International Financial Reporting Standards (IFRS) or other reporting standards or accounting practice
which may not be comparable to financial statements of companies in the United States or other companies
whose financial statements are prepared in accordance with generally accepted accounting principles in the
United States (US GAAP).
The receipt of cash and shares by Scheme Participants in the United States (each, a “US Ordinary Holder”)
as consideration for the transfer of such person’s Liberty Shares pursuant to the Scheme may be a taxable
transaction for US federal income tax purposes and under applicable US state and local, as well as foreign
and other, tax laws. Each Scheme Participant (including US Ordinary Holders) is urged to consult their
independent professional adviser immediately regarding the tax consequences of the Scheme applicable to
them.
It may be difficult for US Ordinary Holders to enforce their rights and claims arising out of the US federal
securities laws, since Liberty and SBG are located in countries other than the United States, and the majority
or all of their officers and directors are residents of non-US jurisdictions. Judgments of US courts are generally,
subject to certain requirements, enforceable in South Africa. US Ordinary Holders may not be able to sue a
non-US company or its officers or directors in a non-US court for violations of US securities laws. Further, it
may be difficult to compel a non-US company and its affiliates to subject themselves to a US court’s judgement.
In addition, it may be difficult to enforce in South Africa original actions, or actions for the enforcement of
judgments of US courts, based on the civil liability provisions of the US federal securities laws.
Date: 24-02-2022 10:13:00
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.
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