REG - Standard Bank Group - Statement re Liberty Scheme Fractional Entitlement

Sibanye StillwaterAnnouncement

24/02/2022 13:30

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RNS Number : 7410C  Standard Bank Group Limited  24 February 2022

 

 

Standard Bank Group Limited

24 February 2022

 

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.

 

CASH PAYMENT IN RESPECT OF FRACTIONAL ENTITLEMENT

 

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 Standard Bank Group Limited ("SBG") are referred
to the Circular and to the finalisation announcement published on SENS on
Monday, 7 February 2022 ("Finalisation Announcement"), and in the press on
Tuesday, 8 February 2022, wherein it was confirmed that the Scheme has become
unconditional with effect from Monday, 7 February 2022. The implementation of
the Scheme will result in SBG acquiring all of the Scheme Shares for the
Scheme Consideration (being (i) 0.5 SBG Shares, subject to the Rounding
Principle ("SBG Consideration Shares"); and (ii) an amount of R14.40 in
consideration for each Scheme Share) on the Scheme Implementation Date.

 The salient dates and times included in the Finalisation Announcement remain
unchanged.

 The settlement of the SBG Consideration Shares to Scheme Participants may
result in fractional entitlements for the recipients.

2.       CASH VALUE OF FRACTIONAL ENTITLEMENTS

 

In accordance with the Listings Requirements, fractional entitlements to the
SBG Consideration Shares will be rounded down to the nearest whole number, and
the aggregated fractions of the SBG Consideration Shares to which Scheme
Participants are entitled will not be transferred to them but will instead be
sold in the market as soon as practicable after the Scheme Implementation
Date.

 

Scheme Participants will instead receive the cash value ("Cash Value") of
their fractional entitlements to the SBG Consideration Shares as determined in
accordance with the Listings Requirements. In accordance with the Listings
Requirements, the Cash Value due to a Scheme Participant in respect of any
fractional entitlement will be calculated by multiplying the fraction of an
SBG Consideration Share to which the Scheme Participant would have been
entitled by 90% of the volume-weighted average price of an SBG Share traded on
the JSE on Wednesday, 23 February 2022, being ZAR143.74553 (ZAR159.71725 x
0.9). An illustrative example of the calculation of the Cash Value is set out
in paragraph 3 below.

 

The Cash Value of Scheme Participants' fractional entitlements will be paid to
Scheme Participants as soon as practicable after the Scheme Implementation
Date.

 

      3.       EXAMPLE OF THE CALCULATION OF THE CASH VALUE OF A
FRACTIONAL ENTITLEMENT

 

This example assumes that a Scheme Participant holds 125 Scheme Shares on the
Scheme Record Date. The Rounding Principle described in paragraph 2 above is
then applied and, in respect of those 125 Scheme Shares, the Scheme
Participant will receive 62 SBG Consideration Shares and a payment of the Cash
Value of the fractional entitlement of 0.5 x ZAR143.74553 = ZAR71.87 (The
Scheme Participant will also receive Cash Consideration of R14.40 per Scheme
Share, being R1,800 in respect of the 125 Scheme Shares held by the Scheme
Participant on the Scheme Record Date, and will receive the Special
Distribution of R11.10 per Liberty Share from Liberty.)

 

     4.       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. Such 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 is separate from the calculation and payment of the Cash Value of
fractional entitlements and may be subject to applicable fees and expenses.

 

        5.       TAXATION

 

Scheme Participants are referred to Annexure 10 of the Circular, which sets
out the tax implications of the Scheme.

 

         6.       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.

 

         7.       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.

 

 

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.

 

 

For further information, please contact:

Ann Hunter

Standard Bank Group Limited

9th Floor

5 Simmonds Street, Johannesburg PO Box 2001

South Africa

Telephone number: +27 11 415 4194

 

DISCLAIMER

This Announcement is not intended to, and shall not, constitute or contain an
offer to sell or solicitation of an offer to purchase the securities referred
to herein by any person in any jurisdiction where it is unlawful to make an
offer or solicitation. The distribution of the Announcement and the offer or
sale of the securities referred to herein in certain jurisdictions is
restricted by law. This Announcement may not be used for or in connection
with, and does not constitute, any offer to, or solicitation by, anyone in any
jurisdiction or under any circumstance in which such offer or solicitation is
not authorised or is unlawful.

In the United Kingdom, this Announcement is being distributed only to, and is
directed only at, persons who are (i) investment professionals, as such term
is defined in Article 19(5) of the U.K. Financial Services and Markets Act
2000 (Financial Promotion) Order 2005 (as amended, the Financial Promotion
Order); (ii) persons falling within Article 49(2)(a) to (d) ("high net worth
companies, unincorporated associations, etc.") of the Financial Promotion
Order; (iii) outside the United Kingdom; or (iv) persons to whom an invitation
or inducement to engage in investment activity (within the meaning of Section
21 of the Financial Services and Markets Act 2000) in connection with the
issue or sale of any Notes may otherwise lawfully be communicated or caused to
be communicated.

The securities referred to herein have not been and will not be registered
under the US Securities Act of 1933, as amended (the Securities Act), or with
any securities regulatory authority of any state or other jurisdiction of the
United States, and may not be offered or sold in the United States or to US
persons (as such term is defined in Regulation S under the Securities Act)
except pursuant to an exemption from, or in a transaction not subject to, the
registration requirements of the US Securities Act. The issuer of the
securities has not registered, and does not intend to register, any portion of
the offering in the United States, and does not intend to conduct a public
offering of the securities in the United States.

Your right to access this service is conditional upon complying with the above
requirement.

 

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