Standard Bank Group Limited (JSE:SBK) (SBG) entered into an implementation agreement to acquire remaining 42.6% stake in Liberty Holdings Limited (JSE:LBH) from Allan Gray Limited, Laurium Capital (Pty) Ltd, Visio Fund Management (Pty) Limited, Truffle Asset Management (Pty) Ltd, Fairtree Asset Management (Pty) Ltd and others for ZAR 10.2 billion on July 14, 2021. Standard Bank intends to acquire all of Liberty's issued ordinary shares not owned by it or a treasury shareholding subsidiary of Liberty and it also intends to acquire all of Liberty's issued preference shares, which will result in the delisting of all Liberty ordinary shares and Liberty preference shares. The transaction will be implemented via a scheme of arrangement for the ordinary shares and a separate scheme of arrangement for the preference shares in terms of the South African Companies Act and Takeover Regulations. The purchase price shall be paid in shares and cash. Purchase price per ordinary share will be ZAR 90.81 each, comprising 0.5 SBG shares per Liberty share and ZAR 25.5 in cash per share. Purchase price for each preference share will be cash offer at ZAR 1.5 each, representing a 36% premium to last traded preference share price. SBG will shares 58 million new shares as consideration leading to 3.5% stake in SBG. The transaction will result in Liberty Holdings Limited becoming a wholly owned subsidiary of Standard Bank Group Limited.
The transaction requires approval from 75% of Liberty ordinary and preference shareholders, South African Reserve Bank approvals, and anti-trust and other regulatory approvals required in Botswana and Tanzania with notification to regulators in Eswatini, Mozambique, Kenya and Uganda. The transaction is not subject to approval of shareholders of Standard Bank Group. Scheme meeting will take place in October 2021. The transaction has been approved by Board of Liberty and Standard Bank Group. Finalization and completion of Liberty ordinary share scheme is expected in mid of February 2022 and Liberty is also expected to delist in February 2022. The preference share scheme will close in late 2021. As per update on September 13, 2021, Liberty Holdings Limited issued circular to its shareholders recommending to vote in favor of the transaction in general meeting to be held on October 13, 2021. As of October 13, 2021, shareholders of Liberty Holdings Limited has approved the transaction. The transaction is expected to become operative in first quarter of 2022. On December 10, 2021, Competition Tribunal of South Africa has approved the transaction. As of December 15, 2021, parties have received necessary approvals from the Prudential Authority and Financial Surveillance Department of the South African Reserve Bank, the Financial Sector Conduct Authority. As of February 7, 2022, all the remaining Scheme Conditions have now been fulfilled and that the Scheme has accordingly become unconditional. The expected date of scheme implementation is February 14, 2022, and delisting is expected on February 15, 2022. Scheme is expected to implement on or about February 28, 2022. Termination of the listing of Liberty Shares is expected from March 1, 2022.
The transaction is expected to be EPS accretive by year 2 after completion. Merrill Lynch South Africa (Pty) Limited and The Standard Bank of South Africa Limited acted as the financial advisors and Bowman Gilfillan, Inc. and Davis Polk & Wardwell London LLP acted as the legal advisors to SBG whereas Goldman Sachs International acted as the financial advisor and Webber Wentzel acted as the legal advisor to Liberty. Ernst and Young Advisory Services Proprietary Limited acted as fairness opinion provider for Liberty.
Standard Bank Group Limited (JSE:SBK) completed the acquisition of remaining 42.6% stake in Liberty Holdings Limited (JSE:LBH) from Allan Gray Limited, Laurium Capital (Pty) Ltd, Visio Fund Management (Pty) Limited, Truffle Asset Management (Pty) Ltd, Fairtree Asset Management (Pty) Ltd and others on February 28, 2022. Scheme implemented on February 28, 2022, and Liberty ordinary shares delisted from the JSE on March 1, 2022.