Wrap Text
STANDARD BANK/LIBERTY HOLDINGS -Posting Of Scheme Circulars and Notices of Meetings
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: ZAE0000127148
JSE Preference share code: lbhp
ISIN code: ZAE000004040
(“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.
JOINT ANNOUNCEMENT - POSTING OF LIBERTY ORDINARY SHARE SCHEME CIRCULAR AND
PREFERENCE SHARE OFFER CIRCULAR ("CIRCULARS") AND NOTICES OF MEETINGS
Capitalised terms used below and elsewhere in this announcement that are not otherwise defined in this
announcement, bear the meaning ascribed to them in the FIA.
1. BACKGROUND
Shareholders of SBG and Liberty are referred to the joint firm intention announcement released on the
Stock Exchange News Service (“SENS”) on 15 July 2021 (the “FIA”).
Words and expressions defined in the FIA and/or the Circulars shall, when used in this announcement,
bear the same meanings ascribed to them in the FIA and/or the Circulars.
In terms of the FIA, Ordinary Shareholders, Preference Shareholders and shareholders of SBG were
advised that SBG intended to propose offers:
• to acquire all of the Ordinary Shares not held by the Excluded Shareholders in terms of the Ordinary
Scheme; and
• to acquire all of the Preference Shares for a price of R1.50 per Preference Share in terms of the
Preference Share Offer.
If the Ordinary Scheme becomes operative and is implemented:
(1) participants therein will receive the SBG Consideration Shares (being 0.5 SBG ordinary shares)
plus an aggregate amount of R25.50 in cash per Ordinary Share; comprising:
(i) an Ordinary Scheme Cash Consideration of R 14.40 per Ordinary Scheme Share; and
(ii) a special distribution of R11.10 per Ordinary Share,
being an implied Aggregate Transaction Consideration of R89.46 per Ordinary Share as at the
date of the FIA. Based on the closing price of SBG ordinary shares on the JSE on Friday 10
September 2021, the implied Aggregate Transaction Consideration per Ordinary Share amounted
to R96.34, and
(2) all of the Ordinary Shares will be delisted from the Main Board of the JSE.
If the Preference Scheme becomes operative and is implemented, all of the Preference Shares will be
delisted from the JSE in terms of paragraph 1.17(b) of the JSE Listings Requirements, or if the Preference
Scheme does not become operative and the Standby Offer becomes operative, all of the Preference
Shares will be delisted from the JSE in accordance with paragraphs 1.15(a) and 1.16 of the JSE Listings
Requirements pursuant to the Preference Share Delisting Resolution having been adopted by the requisite
majority of Liberty Preference Shareholders.
2. POSTING OF ORDINARY SHARE SCHEME CIRCULAR AND NOTICE OF GENERAL MEETING TO
LIBERTY SHAREHOLDERS
Shareholders of SBG and Liberty are advised that Liberty has on Monday, 13 September 2021 distributed
a circular pertaining to the approval of the Scheme and enclosing a notice convening a general meeting
of Liberty Shareholders (“the Ordinary Share Scheme Circular”) to be held at 10:00 on Wednesday,
13 October 2021 (or any adjourned or postponed date in accordance with the provisions of section 64(11)
of the Companies Act and the memorandum of incorporation of Liberty (“Liberty MOI”), read with the JSE
Listings Requirements) via a remote interactive electronic platform (“General Meeting”).
Copies of the Ordinary Share Scheme Circular are available on the Liberty and SBG websites at
www.libertyholdings.co.za and https://reporting.standardbank.com/ respectively, or may be obtained from
the registered offices of Liberty at Liberty Centre, 1 Ameshoff Street, Braamfontein, Johannesburg during
normal business hours from Monday, 13 September 2021 to the Ordinary Scheme Implementation Date.
3. SALIENT DATES AND TIMES IN RESPECT OF THE ORDINARY SHARE SCHEME CIRCULAR
2021
Record date to determine which Ordinary Shareholders are eligible to
receive the Ordinary Share Scheme Circular Friday, 3 September
Ordinary Share Scheme Circular posted to Ordinary Shareholders and
notice of General Meeting published on SENS and ANS on Monday, 13 September
Notice of posting of the Ordinary Share Scheme Circular and notice of
General Meeting published in the South African press on Tuesday, 14 September
Last day to trade Ordinary Shares in order to be recorded in the Liberty
securities register to attend, participate in and vote at the General Meeting
(refer to note 2 below) Tuesday, 5 October
Record date for Ordinary Shareholders to be recorded in the Liberty
securities register in order to be eligible to attend, participate in and vote
at the General Meeting, being the "Voting Record Date" close of trade
on Friday, 8 October
Last day and time to lodge forms of proxy with the Transfer Secretaries,
10:00 on (refer to note 3 below) Monday, 11 October
Last time for Ordinary Shareholders who wish to object to the Ordinary
Scheme to give notice to Liberty of their objections to the Ordinary
Scheme Resolution in terms of section 164(3) of the Companies Act,
10:00 on Wednesday, 13 October
Forms of proxy not lodged with the Transfer Secretaries to be submitted
to the chairperson of the General Meeting at any time before the proxy
exercises any rights of the Ordinary Shareholder at the General Meeting
on Wednesday, 13 October
General Meeting to be held at 10:00 on Wednesday, 13 October
Results of the General Meeting released on SENS and ANS on or about Wednesday, 13 October
Results of the General Meeting published in the South African press on
or about Thursday, 14 October
If the Ordinary Scheme is approved by Ordinary Shareholders at the
General Meeting:
Last day for Ordinary Shareholders who voted against the Ordinary
Scheme to require Liberty to seek Court approval for the Ordinary Scheme
in terms of section 115(3)(a) of the Companies Act, if at least 15% of the
total votes of Ordinary Shareholders at the General Meeting were
exercised against the Ordinary Scheme Wednesday, 20 October
Last day for Ordinary Shareholders who voted against the Ordinary
Scheme to apply for a Court to review the Ordinary Scheme in terms of
section 115(3)(b) of the Companies Act if less than 15% of the total votes
of Ordinary Shareholders at the General Meeting were exercised against
the Ordinary Scheme (refer to note 4 below) Wednesday, 27 October
Last date for Liberty to give notice of adoption of the Ordinary Scheme
Resolution to dissenting shareholders in accordance with section 164(4)
of the Companies Act (refer to note 5 below) Wednesday, 27 October
Assuming notice of adoption of the Ordinary Scheme Resolution is given
to dissenting shareholders on Wednesday, 27 October, last day for
dissenting shareholders to make a demand to Liberty that Liberty pay
such dissenting shareholders the fair value of all Ordinary Shares held by
them, in terms of section 164(7) of the Companies Act Wednesday, 24 November
2022
The following dates assume that no Court approval of the Ordinary
Scheme is required and these dates will be confirmed in the
finalisation announcement if the Ordinary Scheme becomes
operative:
Expected declaration date of the Special Distribution Monday, 24 January
TRP Compliance Certificate issued in terms of section 121(b) of the
Companies Act, expected on or about Tuesday, 25 January
Finalisation announcement with regard to the Ordinary Scheme and the
Special Distribution expected to be published on SENS and ANS before
10:00 on or about Wednesday, 26 January
Finalisation announcement with regard to the Ordinary Scheme and the
Special Distribution expected to be published in the South African press
on or about Thursday, 27 January
Expected “Ordinary Scheme Last Day to Trade”, being the last day to
trade Ordinary Shares on the JSE in order to participate in the Ordinary
Scheme and the Special Distribution Tuesday, 8 February
Expected suspension of listing of Ordinary Shares on the JSE at the
commencement of trade on Wednesday, 9 February
Announcement released on SENS and ANS in respect of the cash
payment applicable to fractional entitlements, based on the volume-
weighted average price of an SBG ordinary share traded on the JSE on
Wednesday, 9 February 2022, discounted by 10%, by 11h00 on Thursday, 10 February
Expected "Scheme Record Date", being the date on which Ordinary
Scheme Participants must be recorded in the Liberty securities register to
receive the Ordinary Scheme Consideration, by close of trade on Friday, 11 February
Expected "Special Distribution Record Date", being the date to be
recorded in the Liberty securities register as an Ordinary Shareholder in
order to receive the Special Distribution Friday, 11 February
Expected Ordinary Scheme Implementation Date on or about Monday, 14 February
Certificated Ordinary Scheme Participants who have: (i) lodged their form
of surrender and transfer; 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 expected to have the Cash Consideration
paid into their nominated bank accounts by way of EFT and their accounts
(held at their CSDP or Broker) credited with the relevant SBG ordinary
shares on or about Monday, 14 February
Dematerialised Ordinary Scheme Participants expected to have their
bank accounts credited with the Ordinary Scheme Cash Consideration
and their accounts (held at their CSDP or Broker) credited with the SBG
Consideration Shares on or about Monday, 14 February
Certificated Qualifying Ordinary Shareholders expected to have the
Special Distribution paid into their nominated bank accounts by way of
EFT on or about Monday, 14 February
Dematerialised Ordinary Shareholders, entitled to receive the Special
Distribution, expected to have their bank accounts or accounts (held at
their CSDP or Broker) credited with the Special Distribution on or about Monday, 14 February
Expected date for termination of the listing of Ordinary Shares in terms of
the Ordinary Scheme at the commencement of trade on the JSE on Tuesday, 15 February
Notes:
1. All of the above dates and times are subject to change as may be agreed between Liberty and SBG,
with the approval of the JSE and TRP, if required. The dates have been determined based on certain
assumptions regarding the dates by which certain Regulatory Approvals including, but not limited to,
those of the JSE and TRP, will be obtained and that no Court approval of the Ordinary Scheme will be
required. Any change will be released on SENS and ANS and published in the South African press.
2. Ordinary Shareholders should note that as transactions in shares are settled in the electronic settlement
system used by Strate Proprietary Limited (“Strate”), settlement of trades takes place three Business
Days after such trade. Therefore, persons who acquire Ordinary Shares after close of trade on Tuesday,
5 October 2021, will not be eligible to attend, participate in and vote at the General Meeting, as the
Voting Record Date is Friday, 8 October 2021. Provided the Ordinary Scheme is approved and Ordinary
Shareholders acquire the Ordinary Shares on or prior to the Ordinary Scheme Last Day to Trade
(expected to be Tuesday, 8 February 2022), such Ordinary Shareholders will be eligible to participate
in the Ordinary Scheme, as the expected Scheme Record Date is Friday, 11 February 2022.
3. Certificated Ordinary Shareholders and Dematerialised Ordinary Shareholders with Own-Name
Registration may submit a form of proxy at any time before the commencement of the General Meeting
(or any adjournment or postponement of the General Meeting) or submit it to the chairperson of the
General Meeting before the appointed proxy exercises any of the relevant Ordinary Shareholder's rights
at the General Meeting (or any adjournment or postponement of the General Meeting), provided that
should an Ordinary Shareholder lodge a form of proxy with the Transfer Secretaries less than 48 hours
(excluding Saturdays, Sundays and gazetted, national public holidays) before the General Meeting,
such Ordinary Shareholder will also be required to furnish a copy of such form of proxy to the
chairperson of the General Meeting by emailing it to the Company Secretary of Liberty at
jill.parratt@liberty.co.za and copying the Transfer Secretaries at proxy@computershare.co.za before
the appointed proxy exercises any of such Ordinary Shareholder's rights at the General Meeting (or
adjourned or postponed General Meeting). Dematerialised Ordinary Shareholders without Own-Name
Registration who wish to attend the General Meeting, or appoint a proxy to represent them at the
General Meeting, should instruct their CSDPs or Brokers to issue them with the necessary letters of
representation to attend the General Meeting, in the manner stipulated in their Custody Agreement.
4. If the General Meeting is adjourned or postponed, forms of proxy submitted for the initial General
Meeting will remain valid in respect of any adjournment or postponement of the General Meeting.
5. All dates and times given in this announcement and the Ordinary Share Scheme Circular are South
African dates and time. As at the date of the Ordinary Share Scheme Circular, Wednesday,
27 October 2021 is proclaimed as a statutory public holiday in South Africa for local government
elections. If the proclamation is not revoked by the President of South Africa, the references to
Wednesday, 27 October 2021 shall be deemed to be references to Thursday, 28 October 2021.
6. If the Ordinary Scheme becomes operative, Certificated Ordinary Shares may not be Dematerialised or
rematerialised after the Scheme Last Day to Trade.
4. POSTING OF PREFERENCE SHARE OFFER CIRCULAR AND NOTICE OF PREFERENCE SHARE
SCHEME MEETING TO PREFERENCE SHAREHOLDERS
Preference Shareholders are advised that Liberty has on Monday, 13 September 2021 distributed a
circular pertaining to the approval of the Preference Scheme and the Preference Share Delisting and, if
the Preference Scheme is not approved and subject to certain conditions, proposing a Standby Offer to
be made to Preference Shareholders and enclosing a notice convening a general meeting of Preference
Shareholders (the “Preference Share Offer Circular”) to be held at 12:00 on Wednesday, 13 October
2021 (or any adjourned or postponed date in accordance with the provisions of section 64(11) of the
Companies Act and the Liberty MOI, read with the JSE Listings Requirements) via a remote interactive
electronic platform (“Preference Share Scheme Meeting”).
Copies of the Preference Share Offer Circular are available on the Liberty and SBG websites at
www.libertyholdings.co.za and https://reporting.standardbank.com/ respectively, or may be obtained from
the registered offices of Liberty at Liberty Centre, 1 Ameshoff Street, Braamfontein, Johannesburg during
normal business hours from Monday, 13 September 2021 to the date on which the Preference Scheme
(“Preference Share Scheme Implementation Date”) is to be implemented or the closing date of the
Standby Offer, as applicable.
5. SALIENT DATES AND TIMES IN RESPECT OF THE PREFERENCE SHARE OFFER CIRCULAR
2021
Record date to determine which Preference Shareholders are eligible to
receive the Preference Share Offer Circular Friday, 3 September
Preference Share Offer Circular posted to Preference Shareholders and
notice of Preference Share Scheme Meeting published on SENS and
ANS on Monday, 13 September
Notice of posting of the Preference Share Offer Circular and notice of
Preference Share Scheme Meeting published in the South African press
on Tuesday, 14 September
Last day to trade Preference Shares in order to be recorded in the Liberty
securities register to attend, participate in and vote at the Preference
Share Scheme Meeting (refer to note 2 below) Tuesday, 5 October
Record date for Preference Shareholders to be recorded in the Liberty
securities register in order to be eligible to attend, participate in and vote
at the Preference Share Scheme Meeting, being the "Voting Record
Date", close of trade on Friday, 8 October
Last day and time to lodge forms of proxy with the Transfer Secretaries,
12:00 on (refer to note 3 below) Monday, 11 October
Last time for Preference Shareholders who wish to object to the
Preference Scheme to give notice to Liberty of their objections to the
Preference Scheme Resolution in terms of section 164(3) of the
Companies Act, 12:00 on Wednesday, 13 October
Forms of proxy not lodged with the Transfer Secretaries to be handed
to the chairperson of the Preference Share Scheme Meeting at any time Wednesday, 13 October
before the proxy exercises any rights of the Preference Shareholder at
the Preference Share Scheme Meeting on
Preference Share Scheme Meeting to be held at 12:00 on Wednesday, 13 October
Results of the Preference Share Scheme Meeting released on SENS and
ANS on or about Wednesday, 13 October
Results of the Preference Share Scheme Meeting published in the South
African press on or about Thursday, 14 October
If the Preference Scheme is approved by Preference Shareholders
at the Preference Share Scheme Meeting:
Last day for Preference Shareholders who voted against the Preference
Scheme to require Liberty to seek Court approval for the Preference
Scheme in terms of section 115(3)(a) of the Companies Act, if at least
15% of the total votes of Preference Shareholders at the Preference
Share Scheme Meeting were exercised against the Preference Scheme Wednesday, 20 October
Last day for Preference Shareholders who voted against the Preference
Scheme to apply for a Court to review the Preference Scheme in terms
of section 115(3)(b) of the Companies Act if less than 15% of the total
votes of Preference Shareholders at the Preference Share Scheme
Meeting were exercised against the Preference Scheme (refer to note 5
below) Wednesday, 27 October
Last date for Liberty to give notice of adoption of the Preference Scheme
Resolution to Dissenting Preference Shareholders in accordance with
section 164(4) of the Companies Act (refer to note 6 below) Wednesday, 27 October
Assuming notice of adoption of the Preference Scheme Resolution is
given to Dissenting Preference Shareholders on Wednesday,
27 October 2021, last day for Dissenting Preference Shareholders to
make a demand to Liberty that Liberty pay such Dissenting Preference
Shareholders the fair value of all Preference Shares held by them, in
terms of section 164(7) of the Companies Act Wednesday, 24 November
The following dates assume that no Court approval of the
Preference Scheme is required and these dates will be confirmed in
the finalisation announcement if the Preference Scheme becomes
operative:
TRP compliance certificate issued in terms of section 121(b) of the
Companies Act, expected on or about Thursday, 28 October
Finalisation announcement with regard to the Preference Scheme to be
published on SENS and ANS before 10:00 on or about Friday, 29 October
Finalisation announcement with regard to the Preference Scheme to be
published in the South African press on or about Monday, 1 November
Expected last day to trade, being the last day to trade Preference Shares
on the JSE in order to participate in the Preference Scheme, being the
"Preference Share Scheme Last Day to Trade" Tuesday, 9 November
Expected suspension of listing of Preference Shares on the JSE at the
commencement of trade on Wednesday, 10 November
Expected "Preference Share Scheme Record Date", being the date on
which Preference Scheme Participants must be recorded in the Liberty
securities register to receive the Preference Scheme Consideration, by
close of trade on Friday, 12 November
Expected Preference Share Scheme Implementation Date on or about Monday, 15 November
Certificated Preference Scheme Participants who have: (i) lodged their
form of surrender and transfer; 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 Preference Share Scheme Record Date expected to
have the Preference Share Scheme Consideration paid into their
nominated bank accounts by way of EFT Monday, 15 November
Dematerialised Preference Scheme Participants expected to have their
bank accounts credited with the Preference Scheme Consideration on or
about Monday, 15 November
Expected date for termination of the listing of Preference Shares in terms
of the Preference Scheme at the commencement of trade on the JSE on Tuesday, 16 November
Notes:
1. All of the above dates and times are subject to change as may be agreed between Liberty and SBG,
with the approval of the JSE and TRP, if required. The dates have been determined based on certain
assumptions regarding the dates by which certain regulatory approvals including, but not limited to,
those of the JSE and TRP, will be obtained and that no Court approval of the Preference Scheme will
be required. Any change will be released on SENS and ANS and published in the South African press.
2. Preference Shareholders should note that as transactions in shares are settled in the electronic
settlement system used by Strate, settlement of trades takes place three Business Days after such
trade. Therefore, Persons who acquire Preference Shares after close of trade on Tuesday, 5 October
2021, will not be eligible to attend, participate in and vote at the Preference Share Scheme Meeting, as
the Voting Record Date is Friday, 8 October 2021. Provided the Preference Scheme is approved and
Preference Shareholders acquire the Preference Shares on or prior to the Preference Share Scheme
Last Day to Trade (expected to be Tuesday, 9 November 2021), such Preference Shareholders will be
eligible to participate in the Preference Scheme, as the expected Preference Share Scheme Record
Date is Friday, 12 November 2021.
3. Certificated Preference Shareholders and Dematerialised Preference Shareholders with Own-Name
Registration may submit a Form of Proxy any time before the commencement of the Preference Share
Scheme Meeting (or any adjournment or postponement of the Preference Share Scheme Meeting) or
submit it to the chairperson of the Preference Share Scheme Meeting before the appointed proxy
exercises any of the relevant Preference Shareholder's rights at the Preference Share Scheme Meeting
(or any adjournment or postponement of the Preference Share Scheme Meeting), provided that should
a Preference Shareholder lodge a form of proxy with the Transfer Secretaries less than 48 hours
(excluding Saturdays, Sundays and gazetted, national public holidays) before the Preference Share
Scheme Meeting, such Preference Shareholder will also be required to furnish a copy of such form of
proxy to the chairperson of the Preference Share Scheme Meeting by emailing it to the Company
Secretary of Liberty at jill.parratt@liberty.co.za and copying the Transfer Secretaries at
proxy@computershare.co.za before the appointed proxy exercises any of such Preference
Shareholder's rights at the Preference Share Scheme Meeting (or adjourned or postponed Preference
Share Scheme Meeting). Dematerialised Preference Shareholders without Own-Name Registration who
wish to attend the Preference Share Scheme Meeting, or appoint a proxy to represent them at the
Preference Share Scheme Meeting, should instruct their CSDPs or Brokers to issue them with the
necessary letters of representation to attend the Preference Share Scheme Meeting, in the manner
stipulated in their Custody Agreement.
4. If the Preference Share Scheme Meeting is adjourned or postponed, forms of proxy submitted for the
initial Preference Share Scheme Meeting will remain valid in respect of any adjournment or
postponement of the Preference Share Scheme Meeting.
5. All dates and times given in this announcement and the Preference Share Offer Circular are South
African dates and times. As at the date of the Preference Share Offer Circular, Wednesday, 27 October
2021 is proclaimed as a statutory public holiday in South Africa for local government elections. If the
proclamation is not revoked by the President of South Africa, the references to Wednesday, 27 October
2021 shall be deemed to be references to Thursday, 28 October 2021.
6. If the Preference Scheme becomes operative, Certificated Preference Shares may not be
Dematerialised or rematerialised after the Preference Share Scheme Last Day to Trade.
7. If a Standby Offer Trigger Event occurs, the salient dates and times in respect of the Standby Offer will
be released on SENS and ANS and, where required, published in the South African press.
6. THE LIBERTY BOARD RESPONSIBILITY STATEMENT
The Liberty 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.
7. SBG RESPONSIBILITY STATEMENT
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. SHAREHOLDER APPRAISAL RIGHTS
Shareholders are referred to paragraph 5.8 of the Ordinary Share Scheme Circular and paragraph 5.5 of
the Preference Share Offer Circular for relevant information regarding Appraisal Rights which are
applicable to both the Ordinary Share Scheme and the Preference Share Scheme in terms of section 164
of the Companies Act. Copies of section 164 of the Companies Act are set out in Annexure 12 to the
Ordinary Share Scheme Circular and Annexure 7 to the Preference Share Offer Circular.
Johannesburg
Monday, 13 September 2021
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
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.
This announcement includes “forward-looking statements.” These statements may not be based on historical
facts, but are statements about future expectations. When used in this release, the words “aims,” “anticipates,”
“assumes,” “believes,” “could,” “estimates,” “expects,” “intends,” “may,” “plans,” “should,” “will,” “would” and
similar expressions as they relate to SBG, Liberty or the Proposed Transaction identify certain of these forward-
looking statements. Other forward-looking statements can be identified in the context in which the statements
are made. Forward-looking statements are set forth in a number of places in this announcement, including
wherever this announcement includes information on the future results, plans and expectations with regard to
the businesses of Liberty and SBG, including strategic plans and plans on growth and profitability, and the
general economic conditions. These forward-looking statements are based on present plans, estimates,
projections and expectations and are not guarantees of future performance. They are based on certain
expectations, which may turn out to be incorrect. Such forward-looking statements are based on assumptions
and are subject to various risks and uncertainties. Liberty’s shareholders should not rely on these forward-
looking statements. Numerous factors may cause the actual results of operations or financial condition of
Liberty or SBG to differ materially from those expressed or implied in the forward-looking statements. Neither
Liberty or SBG, nor any of their respective affiliates, advisors or representatives or any other person undertakes
any obligation to review or confirm or to release publicly any revisions to any forward-looking statements to
reflect events that occur or circumstances that arise after the date of this release.
Additional Information for US Investors
The Proposed Transaction relates to the securities of South African public companies and is proposed to be
effected by means of two schemes of arrangement and a general offer under South African law. This
announcement, the Ordinary Share Scheme Circular, the Preference Share Offer Circular and certain other
documents relating to the Proposed Transaction have been, or will be prepared, in accordance with South
African law, the Companies Act 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
(the “US Exchange Act”). Accordingly, the Proposed Transaction 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.
However, if SBG elects to implement the Preference Share transaction by way of the Standby Offer and
determines to extend the offer into the United States, the Standby Offer will be made in compliance with the
applicable US tender offer rules.
The SBG Consideration Shares to be issued pursuant to the Ordinary 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 Ordinary 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 Ordinary Shareholders who do not so qualify to receive the SBG Consideration Shares, will be set
forth in the Ordinary Share Scheme Circular.
Neither the U.S. 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 Ordinary
Scheme, or determined if this announcement or the Ordinary Share Scheme 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 U.S. 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 Ordinary Share Scheme Circular, the Preference Share Offer Circular or any other documents relating
to the Proposed Transaction, 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 Ordinary Scheme Participants in the United States (each, a “US Ordinary
Holder”) as consideration for the transfer of such person’s Ordinary Shares pursuant to the Ordinary Scheme,
and the receipt of cash by Preference Shareholders in the United States (each, a “US Preference Holder”) as
consideration for the transfer of such person’s Preference Shares pursuant to the Preference Scheme, may
each 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 Ordinary Scheme Participant (including US Ordinary Holders) and
each Preference Shareholder (including US Preference Holders) is urged to consult their independent
professional adviser immediately regarding the tax consequences of the Proposed Transaction applicable to
them.
It may be difficult for US Ordinary Holders and US Preference Holders (collectively, “US 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 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.
Consistent with Rule 14e-5(b) under the US Exchange Act, SBG, certain affiliated companies and their
nominees or brokers (acting as agents) may make certain purchases of, or arrangements to purchase,
Preference Shares, other than pursuant to the Proposed Transaction, until the Proposed Transaction with
respect to the Preference Shares is completed, lapses or withdrawn (including during any offer period with
respect to the Standby Offer). If such purchases or arrangements to purchase were to be made, they would
occur either in the open market at prevailing prices or in private transactions at negotiated prices and comply
with applicable law, including South African law and the US Exchange Act. Any information about such
purchases or arrangements to purchase will be disclosed as required under South African law.
Date: 13-09-2021 08:00:00
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.
Sharenet Sites 
