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STANDARD BANK/LIBERTY HOLDINGS - Finalisation Announcement In Respect Of The 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: 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.
JOINT ANNOUNCEMENT – FINALISATION ANNOUNCEMENT IN RESPECT OF THE SCHEME AND
DECLARATION AND FINALISATION ANNOUNCEMENT IN RESPECT OF THE SPECIAL DISTRIBUTION
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 results of General Meeting
announcement published on SENS on Wednesday, 13 October 2021, and in the press on Thursday,
14 October 2021, wherein it was confirmed that the Resolutions necessary to approve the Scheme and
the Repurchase were approved by the requisite majority of Liberty Shareholders present and entitled to
vote thereon.
After the General Meeting, implementation of the Scheme remained subject to the fulfilment or waiver,
as applicable, of the remaining Scheme Conditions, as set out in the Circular.
2. SPECIAL DISTRIBUTION (CAPITAL REDUCTION)
The Liberty Board has declared the Special Distribution in an amount of R11.10 (eleven Rand and ten
cents) per Liberty Share, which will be paid out of Liberty's contributed tax capital relating to the Liberty
Shares to all Qualifying Liberty Shareholders registered as such on the Special Distribution Record Date
referred to below. The Special Distribution will be paid simultaneously with the Scheme Consideration
(being (i) 0.5 SBG Shares, subject to the Rounding Principle; and (ii) an amount of R14.40 (fourteen
Rand and forty cents) per Scheme Share) on the Scheme Implementation Date.
3. FULFILMENT OF SCHEME CONDITIONS
The SBG Board and the Liberty Board are pleased to announce that all the remaining Scheme
Conditions have now been fulfilled and that the Scheme has accordingly become unconditional with
effect from Monday, 7 February 2022. Consequently, SBG and Liberty will proceed with implementation
of the Scheme. The implementation of the Scheme will result in:
• SBG acquiring all of the Scheme Shares for the Scheme Consideration on the Scheme
Implementation Date;
• the payment of the Special Distribution on the Scheme Implementation Date as mentioned
above;
• the specific repurchase by Lexshell 615 (a wholly owned subsidiary of Liberty) of 3,477,095
Liberty Shares from the Liberty Trust for the Repurchase Consideration; and
• the Delisting of the Liberty Shares from the JSE pursuant to the Scheme being implemented.
Scheme Participants will therefore receive in respect of each Scheme Share 0.5 SBG Shares, subject
to the Rounding Principle, plus an aggregate amount of R25.50 (twenty-five Rand and fifty cents) in
cash per Scheme Share, which cash amount comprises the (i) Cash Consideration (an amount of
R14.40 (fourteen Rand and forty cents)) and (ii) Special Distribution of R11.10 (eleven Rand and ten
cents) per Liberty Share.
4. SALIENT DATES AND TIMES
The Scheme will be implemented, and the Special Distribution will be paid, in accordance with the
following salient dates and times:
SALIENT DATES AND TIMES
2022
Finalisation announcement with regard to the Scheme, including the
declaration and finalisation announcement in respect of the Special Tuesday, 8 February
Distribution, published in the South African press on or about
Application for the Delisting of the Liberty Shares expected to be lodged
Thursday, 17 February
with the JSE, on
Application for the listing of the maximum number of new SBG Shares
on the JSE, NSX and A2X expected to be lodged with the JSE, NSX and Thursday, 17 February
A2X, on
Last day to trade, being the last day to trade Liberty Shares on the JSE
in order to participate in the Scheme and receive the Special Distribution Tuesday, 22 February
("Scheme Last Day to Trade")
Suspension of listing of Liberty Shares on the JSE at the
Wednesday, 23 February
commencement of trade on
Listing of the maximum number of new SBG Shares on the JSE, NSX
Wednesday, 23 February
and A2X expected to take place at the commencement of trade on
Announcement released on SENS and ANS in respect of the cash
payment applicable to fractional entitlements, based on the VWAP of an
Thursday, 24 February
SBG Share traded on the JSE on Wednesday, 23 February 2022,
discounted by 10%, by 11h00 on
"Scheme Record Date", being the date on which Scheme Participants
must be recorded in the Register to receive the Scheme Consideration, Friday, 25 February
by close of trade on
"Special Distribution Record Date", being the date to be recorded in
the Register as a Liberty Shareholder in order to receive the Special Friday, 25 February
Distribution
"Scheme Implementation Date" on or about Monday, 28 February
Certificated Scheme Participants who have: (i) lodged their Form of
Surrender and Transfer (blue); and (ii) provided valid bank details and
details for their CSDP or Broker to the Transfer Secretaries on or prior
to 12:00 on the Scheme Record Date to have the Cash Consideration Monday, 28 February
paid into their nominated bank accounts by way of EFT and their
accounts (held at their CSDP or Broker) credited with the relevant SBG
Consideration Shares on or about
Dematerialised Scheme Participants to have their bank accounts
credited with the Cash Consideration and their accounts (held at their
Monday, 28 February
CSDP or Broker) credited with the SBG Consideration Shares on or
about
Certificated Qualifying Liberty Shareholders who have provided valid
bank details to the Transfer Secretaries on or prior to 12:00 on the
Monday, 28 February
Scheme Record Date to have the Special Distribution paid into their
nominated bank accounts by way of EFT on or about
Dematerialised Qualifying Liberty Shareholders to have their bank
accounts or accounts (held at their CSDP or Broker) credited with the Monday, 28 February
Special Distribution on or about
Termination of the listing of Liberty Shares in terms of the Scheme at
Tuesday, 1 March
the commencement of trade on the JSE on
Notes:
1. All dates and times given in this announcement and the Circular are South African dates and times.
2. Certificated Shares may not be Dematerialised or rematerialised after the Scheme Last Day to Trade.
Certificated Shares may not be Dematerialised after the Documents of Title in respect of such
Certificated Shares have been surrendered in anticipation of the Scheme becoming Operative.
5. 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. 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 may be subject
to applicable fees and expenses.
6. TAXATION
Scheme Participants and Qualifying Liberty Shareholders are referred to Annexure 10 of the Circular
which sets out the tax implications of the Scheme and the Special Distribution.
7. 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.
8. 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
7 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: 07-02-2022 11:15:00
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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