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STANDARD BANK GROUP LIMITED - STANDARD BANK/LIBERTY - Finalisation announcement in respect of the Preference Share Scheme

Release Date: 04/11/2021 12:58
Code(s): SBK LBH LBHP     PDF:  
Wrap Text
STANDARD BANK/LIBERTY - Finalisation announcement in respect of the Preference Share Scheme

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: ZAE0000127148
JSE Preference share code: LBHP
ISIN code: ZAE000004040
(“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.


JOINT ANNOUNCEMENT – FINALISATION ANNOUNCEMENT IN RESPECT OF THE PREFERENCE
SHARE SCHEME


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 preference share offer circular (“Preference Share
Offer Circular”) distributed to Liberty Preference Shareholders on Monday, 13 September 2021.

1.    INTRODUCTION

      Shareholders of SBG and Liberty are referred to the update announcement relating to the Preference
      Share Scheme published on SENS on Tuesday, 2 November 2021, wherein shareholders of SBG and
      Liberty were advised that certain Regulatory Approvals required to implement the Preference Share
      Scheme were outstanding and that a further announcement would be published once the outcome of
      the Regulatory Approvals was known.


2.    FULFILMENT OF PREFERENCE SHARE SCHEME CONDITIONS

      The SBG Board and the Liberty Board are pleased to announce that all the Regulatory Approvals
      required to implement the Preference Share Scheme have now been obtained and that the Preference
      Share Scheme has accordingly become unconditional with effect from Thursday, 4 November 2021.
      Consequently, SBG and Liberty will proceed with implementation of the Preference Share Scheme and
      Preference Share Delisting and the Standby Offer has lapsed. The implementation of the Preference
      Share Scheme will result in SBG acquiring all of the Liberty Preference Shares for the Preference Share
      Scheme Consideration (being R1.50 per Preference Share Scheme Share), on the Preference Share
      Scheme Implementation Date.

3.    SALIENT DATES AND TIMES

      The Preference Share Scheme will be implemented in accordance with the following salient dates and
      times:
     
       Application for the Preference Share Delisting expected to be lodged
       with the JSE, on                                                                Tuesday, 9 November

       Last day to trade, being the last day to trade Liberty Preference Shares
       on the JSE in order to participate in the Preference Share Scheme,
       being the "Preference Share Scheme Last Day to Trade"                         Tuesday, 16 November

       Suspension of listing of Liberty Preference Shares on the JSE at the
       commencement of trade on                                                   Wednesday, 17 November

       "Preference Share Scheme Record Date", being the date on which
       Preference Scheme Participants must be recorded in the Liberty
       securities register to receive the Preference Scheme Consideration, by
       close of trade on                                                                Friday, 19 November

       Preference Share Scheme Implementation Date on or about                        Monday, 22 November

       Certificated Preference Share Scheme Participants who have:
       (i) surrendered their Documents of Title and delivered their completed
       form of surrender and transfer; and (ii) provided valid bank details to
       the Transfer Secretaries on or prior to 12:00 on the Preference Share
       Scheme Record Date to have the Preference Share Scheme
       Consideration paid into their nominated bank accounts by way of EFT
       on                                                                             Monday, 22 November

       Dematerialised Preference Share Scheme Participants to have their
       bank accounts credited with the Preference Share Scheme
       Consideration on                                                               Monday, 22 November

       Termination of the listing of Liberty Preference Shares at the
       commencement of trade on the JSE on                                           Tuesday, 23 November
     
Notes:

     1. All dates and times given in this announcement and the Preference Share Offer Circular are South
        African dates and times.
     2. Certificated Preference Shares may not be Dematerialised or rematerialised after the Preference Share
        Scheme Last Day to Trade. Certificated Preference Shares may not be Dematerialised after the
        Documents of Title in respect of such Certificated Preference Shares have been surrendered in
        anticipation of the Preference Share Scheme becoming Operative.

4.     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.

5.     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

Thursday, 4 November 2021

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 transaction to which this announcement relates concerns the securities of a South African public company
and is proposed to be effected by means of a scheme of arrangement under South African law. This
announcement, the Preference Share Offer Circular and certain other documents relating to the transaction
have been, or will be prepared, in accordance with South African law, the Companies Act 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 (the “US Exchange Act”). Accordingly, the
transaction 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.
This announcement does not constitute an offer to sell or solicitation of an offer to buy any securities in the
United States.

Financial statements, and all financial information that is included in this announcement or that may be included
in the Preference Share Offer Circular or any other documents relating to the transaction, 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 by Preference Shareholders in the United States (each, a “US Preference Holder”) as
consideration for the transfer of such person’s Preference Shares pursuant to the Preference 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 Preference Shareholder (including US Preference Holders) is urged to
consult their independent professional adviser immediately regarding the tax consequences of the transaction
applicable to them.

It may be difficult for US Preference 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 Preference 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: 04-11-2021 12:58:00
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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