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LIBERTY HOLDINGS LIMITED - STANDARD BANK/LIBERTY HOLDINGS - Update On Fulfilment Of The Scheme Conditions

Release Date: 20/01/2022 16:20
Code(s): LBH SBK     PDF:  
Wrap Text
STANDARD BANK/LIBERTY HOLDINGS - Update On Fulfilment Of The Scheme Conditions

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.

UPDATE ON FULFILMENT OF THE SCHEME CONDITIONS

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 ordinary share scheme circular distributed to Liberty
Shareholders on Monday, 13 September 2021 ("Circular”).

1.    INTRODUCTION

      Shareholders of SBG and Liberty are referred to the Circular and to the results of General Meeting
      announcement published on SENS on 13 October 2021, wherein it was confirmed that the Scheme and
      Repurchase were approved by the requisite majority of Liberty Shareholders present and entitled to vote
      thereon.


2.    UPDATE ON FULFILMENT OF THE SCHEME CONDITIONS

      While SBG and Liberty continue to make good progress on fulfilling the outstanding Scheme Conditions,
      certain Regulatory Approvals required to implement the Scheme remain outstanding. The finalisation
      announcement, including the updated salient dates and times relating to the Scheme, will be published
      as soon as possible after the remaining Scheme Conditions have been fulfilled.

3.    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.

4.    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

20 January 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: 20-01-2022 04:20:00
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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