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LIBERTY HOLDINGS LIMITED - Liberty Holdings sells Stanlib Ghana Limited to Standard Bank

Release Date: 31/07/2019 16:40
Code(s): LBH     PDF:  
Wrap Text
Liberty Holdings sells Stanlib Ghana Limited to Standard Bank

Incorporated in the Republic of South Africa
Registration number 1968/002095/06
ISIN Code: ZAE000127148
("Liberty Holdings")


1. Introduction
The board of directors (the “Board”) of Liberty Holdings Limited (“Liberty
Holdings") or (the "Company”) wishes to advise shareholders (“Shareholders”)
that it has agreed with    Stanbic Africa Holdings Limited (“SAHL” or the
“Purchaser"), a wholly owned subsidiary of Standard Bank Group Limited
(“SBG”), to dispose of 100% of its shares in STANLIB Ghana Limited ("SGL")
(the “Transaction”) to SAHL.

2. Nature of the business
SGL is an asset manager licensed by the Ghana Securities and Exchange
Commission and is registered with the Ghanaian National Pensions Regulatory
Authority. The business located in Accra primarily manages fixed income type
products for retail and institutional clients.

3. The Transaction

3.1 Rationale for the Transaction

Following Liberty Holdings' recent strategy refresh initiative to refocus
the group's efforts on its South African retail long-term insurance and asset
management operations, the Transaction provides Liberty Holdings the
opportunity to sell its only asset management business in the West Africa
region as it is no longer prioritised as a strategic area for Liberty

3.2 Purchase consideration for the Transaction

The purchase consideration of GHS70 million (seventy million Ghanaian cedi)
which is c. R185 million (one hundred and eighty-five million rand)1, will
be payable in cash by the Purchaser to Liberty Holdings on the closing date,
namely the fifth business day following the date on which the last of the
conditions precedent are met or waived, and which is likely to be before
November 2019.

The proceeds from the disposal will be used to support Liberty Holdings'
existing business and the delivery of various initiatives relating to its
refreshed strategy.

1   Exchange rate: 1GHS:2.64ZAR
3.3 Financial information pertaining to the Transaction

The carrying value of the assets that are subject to the Transaction as at
30 June 2019, is GHS14.9 million. The profit after tax attributable to SGL
for the six months ended 30 June 2019 is GHS3.4 million.

The Board's Significant Transactions Committee has considered the impact of
the Transaction and confirms that the sale will not have a material impact
on the financial results of Liberty Holdings for the year ended 31 December

In addition, the Board's Related Party Committee, a committee of independent
non-executive directors, which considers transactions between Liberty
Holdings and related parties, has confirmed that, subject to the finalisation
of the independent advice as noted in paragraph 5 below, the transaction is
fair to Liberty Holdings' minority shareholders.

4. Conditions precedent and legal effective date
The Transaction is subject to conditions precedent that are typical of a
transaction of this nature, including the required regulatory approvals.

Subject to these conditions being fulfilled, the effective date of the
Transaction will be 1 September 2019.

5. Small Related Party Transaction
SBG currently holds approximately 54% of the issued share capital of Liberty
Holdings.   Accordingly, in terms of the JSE Limited’s (“JSE”) Listings
Requirements (“Listings Requirements”), SAHL is a related party to Liberty

The Transaction constitutes a small related party transaction in terms of
paragraph 10.7 of the Listings Requirements and consequently requires a
fairness opinion (“Opinion”) from an independent professional expert
(“Independent Expert”) acceptable to the JSE, advising that the terms of the
Transaction are fair as far as Liberty Holdings’ Shareholders, other than
SBG, are concerned.

In compliance with paragraph 10.7(b) of the Listings Requirements, Liberty
Holdings has appointed Ernst & Young Advisory Services (Pty) Limited, as the
Independent Expert, to provide the Opinion in this regard. A further
announcement will be published upon finalisation of the Opinion in respect
of the Transaction, advising Shareholders of its availability.

31 July 2019

Merrill Lynch South Africa (Pty) Limited

Date: 31/07/2019 04:40:00
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