THIS CIRCULAR IS IMPORTANT AND REQUIRESYOUR IMMEDIATE ATTENTION
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 INTHE UNITED STATES. SEE "IMPORTANT LEGAL NOTICES AND DISCLAIMERS" BELOW FOR FURTHER INFORMATION.
The definitions and interpretations commencing on page 17 apply throughout this Circular, including this cover page, the Annexures, the Notice of General Meeting and the Form of Proxy (yellow) attached to it, the Form of Surrender and Transfer (blue) and the Electronic Participation Form (pink), unless specifically defined otherwise, or the context indicates a contrary intention.
Action required by Liberty Shareholders
This entire Circular is important and should be read with particular attention to the section entitled "Action required by Liberty Shareholders in respect of the Scheme and the Repurchase", which commences on page 9.
If you are in any doubt as to the action you should take, please consult your CSDP, Broker, legal advisor, accountant, banker, other financial intermediary or other professional advisor immediately.
If you have disposed of all your Liberty Shares, then this Circular should be handed to the purchaser of such Liberty Shares or to the Broker, CSDP, banker or other financial intermediary through whom such disposal was effected.
Neither Liberty nor SBG accepts responsibility, or will be held liable, for any action of, or omission by, any CSDP or Broker, legal advisor, accountant, banker, other financial intermediary or other professional advisor including, without limitation, any failure on the part of the CSDP, Broker, legal advisor, accountant, banker, other financial intermediary or other professional advisor of any Beneficial Owner of Liberty Shares, to notify such Beneficial Owner of the transaction set out in this Circular or to take any action on behalf of such Beneficial Owner.
STANDARD BANK GROUP LIMITED | LIBERTY HOLDINGS LIMITED |
(Incorporated in the Republic of South Africa) | (Incorporated in the Republic of South Africa) |
(Registration number: 1969/017128/06) | (Registration number: 1968/002095/06) |
JSE and A2X share code: SBK | JSE share code: LBH |
JSE preference share code: SBKP/SBPP | JSE preference share code: LBHP |
NSX share code: SNB | ISIN: ZAE000127148 |
ISIN: ZAE000109815 | ("Liberty") |
("SBG") |
COMBINED CIRCULAR TO LIBERTY SHAREHOLDERS regarding, among other things:
• a scheme of arrangement in terms of section 114(1)(c) read with section 115 of the Companies Act, proposed by the Liberty Board between Liberty and the Eligible Liberty Shareholders, in terms of which, if implemented, Scheme Participants will be deemed to have disposed of the Scheme Shares to SBG for the Scheme Consideration (for each Scheme Share being: (i) the Share Consideration (0.5 SBG Shares, subject to the Rounding Principle); and
(ii) the Cash Consideration (an amount of R14.40, subject to any Cash Consideration Adjustments)), on the Scheme Implementation Date;
-
subject to the Scheme becoming Operative:
• the payment of the Special Distribution (being an amount of R11.10 per Liberty Share) to Qualifying Liberty Shareholders, which will be payable simultaneously with the Scheme Consideration on the Scheme Implementation Date; and
• the specific repurchase by Lexshell 615 (a wholly-owned subsidiary of Liberty) of a maximum of 4,382,756 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;
and incorporating:
- the Independent Expert's Report;
- certain financial information of Liberty and SBG;
- a Notice of General Meeting;
- a Form of Proxy (yellow) for use by Certificated Shareholders and Dematerialised Shareholders with Own-Name Registration only;
- a Form of Surrender and Transfer (blue) for use by Certificated Shareholders only;
- an Electronic Participation Form (pink) for use by Liberty Shareholders who wish to participate electronically in and/or vote at the General Meeting; and
- extracts of sections 114 and 115 of the Companies Act dealing with the approval requirements for fundamental transactions (which include schemes of arrangement) and section 164 of the Companies Act dealing with Dissenting Shareholders' Appraisal Rights.
Financial Advisor to Liberty | Independent Expert to Liberty | Legal Advisor to Liberty | ||
Independent Transaction | Independent Reporting | Legal Advisor to SBG | ||||||
Sponsor to Liberty | Accountant to Liberty | as to US Law | ||||||
Transfer Secretaries | Legal Advisor to SBG as to | Joint Transaction Sponsors to | ||||||
South African Law | SBG |
Financial Advisors to SBG | Independent Reporting Accountants to SBG | |||||
Date of issue: Monday, 13 September 2021
This Circular is available in English only. A copy of the Circular will be made available for inspection by Liberty Shareholders during normal business hours at the registered office of Liberty (the details of which are set out in the "Corporate Information and Advisors" section of this Circular), from the date of posting of this Circular on Monday, 13 September 2021, up to and including the Scheme Implementation Date. The Circular will also be made available on the Liberty and SBG websites at: www.libertyholdings.co.za and https://reporting.standardbank.com/, respectively.
CORPORATE INFORMATION AND ADVISORS
Liberty Holdings Limited
Liberty Centre
1 Ameshoff Street Braamfontein Johannesburg South Africa 2001
(PO Box 10499, Johannesburg, Gauteng, 2000)
Registration Number: 1968/002095/06
Date of incorporation: 28 February 1968
Place of incorporation: South Africa
Company Secretary of Liberty
Jill Parratt Liberty Centre
1 Ameshoff Street Braamfontein Johannesburg South Africa 2001
(PO Box 10499, Johannesburg, Gauteng, 2000)
Transfer Secretaries
Computershare Investor Services Proprietary Limited (Registration number: 2004/003647/07)
Rosebank Towers
15 Biermann Avenue Rosebank Johannesburg South Africa
2196
(PO Box 61763, Marshalltown, 2107)
Independent Transaction Sponsor to Liberty
Investec Bank Limited
(Registration number: 1969/004763/06) 100 Grayston Drive
Sandown
Sandton South Africa 2196
(PO Box 785700, Sandton, 2146)
NSX Sponsor to SBG
Simonis Storm Securities (Proprietary) Limited
4 Koch Street
Klein Windhoek
Namibia
(PO Box 3970, Windhoek, Namibia)
Standard Bank Group Limited
9th floor
Standard Bank Centre 5 Simmonds Street Johannesburg South Africa
2001
(PO Box 7725, Johannesburg, Gauteng, 2000)
Registration Number: 1969/017128/06
Date of incorporation: 25 November 1969
Place of incorporation: South Africa
Company Secretary of SBG
Zola Stephen 9th Floor
Standard Bank Centre 5 Simmonds Street Johannesburg South Africa
2001
(PO Box 7725, Johannesburg, Gauteng, 2000)
Independent Expert to Liberty
Ernst & Young Advisory Services Proprietary Limited (Registration number: 2006/018260/07)
102 Rivonia Road Sandton Johannesburg South Africa 2196
(Private Bag X14, Northlands, 2146)
Joint Transaction Sponsors to SBG
The Standard Bank of South Africa Limited (Registration number: 1962/000738/06) 3rd Floor
30 Baker Street Rosebank South Africa 2196
(PO Box 7725, Johannesburg, 2000)
Merrill Lynch South Africa (Pty) Ltd t/a BofA Securities The Place
1 Sandton Drive Sandhurst Johannesburg South Africa 2196
(PO Box 651987, Benmore, 2010)
1
Financial Advisor to Liberty
Goldman Sachs International 13th Floor, The Forum Building 2 Maude St
Sandton Johannesburg South Africa 2196
(PO Box 652937, Benmore, 2010)
Financial Advisors to SBG
The Standard Bank of South Africa Limited (Registration number: 1962/000738/06) 3rd Floor
30 Baker Street Rosebank South Africa 2196
(PO Box 7725, Johannesburg, 2000)
Merrill Lynch South Africa (Pty) Ltd t/a BofA Securities The Place
1 Sandton Drive Sandhurst Johannesburg South Africa 2196
(PO Box 651987, Benmore, 2010)
Independent Reporting Accountants to SBG
KPMG Incorporated
(Registration number: 1991/021543/21) KPMG Crescent
85 Empire Road Parktown Johannesburg South Africa 2193
(Private Bag 9, Parkview, 2122)
PricewaterhouseCoopers Inc (Registration number: 1998/012055/21) 4 Lisbon Lane
Waterfall City
Jukskei View
South Africa 2090
(Private Bag X36, Sunninghill, 2157)
Legal Advisor to Liberty
Webber Wentzel
90 Rivonia Road Sandton Johannesburg South Africa 2196
(PO Box 61771, Marshalltown, 2107)
Legal Advisor to SBG as to South African Law
Bowman Gilfillan Inc. t/a Bowmans (Registration number: 1998/021409/21)
11 Alice Lane Sandton Johannesburg South Africa 2196
(PO Box 785812, Sandton, 2146, South Africa)
Independent Reporting Accountant to Liberty
PricewaterhouseCoopers Inc (Registration number: 1998/012055/21) 4 Lisbon Lane
Waterfall City
Jukskei View
South Africa 2090
(Private Bag X36, Sunninghill, 2157)
Legal Advisor to SBG as to US Law
Davis Polk & Wardwell London LLP
5 Aldermanbury Square
London EC2V 7HR
United Kingdom
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TABLE OF CONTENTS
Page No. | ||
CORPORATE INFORMATION AND ADVISORS | 1 | |
IMPORTANT LEGAL NOTICES AND DISCLAIMERS | 5 | |
ACTION REQUIRED BY LIBERTY SHAREHOLDERS IN RESPECT OF THE SCHEME AND THE REPURCHASE | 9 | |
SALIENT DATES AND TIMES | 14 | |
DEFINITIONS AND INTERPRETATIONS | 17 | |
COMBINED CIRCULAR TO LIBERTY SHAREHOLDERS | 26 | |
1. | INTRODUCTION | 26 |
2. | PURPOSE OF THIS CIRCULAR | 27 |
3. | RATIONALE FOR THE SCHEME | 28 |
4. | INFORMATION ABOUT SBG | 28 |
5. | TERMS AND CONDITIONS OF THE SCHEME | 29 |
6. | SPECIAL DISTRIBUTION | 35 |
7. | REPURCHASE | 35 |
8. | TERMINATION EVENTS | 37 |
9. | TAX IMPLICATIONS OF THE SCHEME AND THE SPECIAL DISTRIBUTION | 37 |
10. | SALIENT PROVISIONS OF THE IMPLEMENTATION AGREEMENT | 37 |
11. | AGREEMENTS IN RELATION TO THE SCHEME AND THE EXCLUDED SHAREHOLDERS | 38 |
12. | OPINIONS AND RECOMMENDATIONS | 39 |
13. | ADEQUACY OF CAPITAL | 39 |
14. | GUARANTEE AND FUNDING | 39 |
15. | INFORMATION RELATING TO LIBERTY AND LIBERTY DIRECTORS | 40 |
16. | INFORMATION RELATING TO SBG AND SBG DIRECTORS | 43 |
17. | IRREVOCABLE UNDERTAKINGS AND LETTERS OF SUPPORT | 45 |
18. | DEALINGS BY PROVIDERS OF IRREVOCABLE UNDERTAKINGS | 45 |
19. | FINANCIAL INFORMATION | 46 |
20. | CONTINUATION OF THE BUSINESS OF LIBERTY | 48 |
21. | FOREIGN SHAREHOLDERS AND EXCHANGE CONTROL REGULATIONS | 48 |
22. | RESTRICTED JURISDICTIONS | 48 |
23. | NOTICE OF GENERAL MEETING | 48 |
24. | MATERIAL CHANGES | 48 |
25. | SUSPENSION AND TERMINATION OF THE LIBERTY LISTING | 48 |
26. | ADVISORS' CONSENTS | 49 |
27. | DIRECTORS' RESPONSIBILITY STATEMENTS | 49 |
28. | COSTS | 49 |
29. | DOCUMENTS AVAILABLE FOR INSPECTION | 50 |
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Disclaimer
Standard Bank Group Ltd. published this content on 10 September 2021 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 13 September 2021 07:31:03 UTC.