Liberty Holdings sells Stanlib Ghana Limited to Standard Bank LIBERTY HOLDINGS LIMITED Incorporated in the Republic of South Africa Registration number 1968/002095/06 ISIN Code: ZAE000127148 JSE Code LBH ("Liberty Holdings") LIBERTY HOLDINGS SELLS STANLIB GHANA LIMITED, ITS WEST AFRICAN ASSET MANAGEMENT BUSINESS, TO STANDARD BANK 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 Holdings. 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 2019. 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 Holdings. 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. Braamfontein 31 July 2019 Sponsor: Merrill Lynch South Africa (Pty) Limited Date: 31/07/2019 04:40:00 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.