RNS Number:4203G
Standard Bank of South Africa Ltd
26 October 2007
Standard Bank Group Limited, listed on the JSE Limited ("JSE"), whose major
subsidiary is The Standard Bank of South Africa Limited, released an
announcement of a strategic partnership between Standard Bank Group and ICBC
pursuant to which ICBC will become a 20% shareholder in Standard Bank Group.
The text of the announcement is as follows:
Standard Bank Group Limited
(Incorporated in the Republic of South Africa)
Registration number: 1969/017128/06
JSE Share code: SBK
NSX Share code: SNB
ISIN: ZAE000057378
("Standard Bank Group")
Industrial and Commercial Bank of China Limited
A joint stock company incorporated in the
People's Republic of China with limited liability
Corporate business licence number:
1000001000396
Shanghai Stock Exchange code: 601398
Hong Kong Stock Exchange code: 1398
("ICBC")
Announcement of a strategic partnership between Standard Bank Group and ICBC
pursuant to which ICBC will become a 20% shareholder in Standard Bank Group and
withdrawal of cautionary announcement
Key features:
* Proposed acquisition by ICBC of 20% of Standard Bank Group by means of an
inter-conditional specific issue of new Standard Bank Group ordinary shares
for cash and acquisition from existing ordinary shareholders in terms of a
scheme of arrangement, each of 10% of the post-issue ordinary share capital of
Standard Bank Group
* ICBC to pay a total consideration of approximately R36.7 billion (US$5.5
billion) to become a 20% shareholder of Standard Bank Group, R20.7 billion
(US$3.1 billion) payable to shareholders and R15.9 billion (US$2.4 billion)
new proceeds to Standard Bank Group
* Transaction recommended by the boards of both Standard Bank Group
and ICBC and supported by Standard Bank Group management
* Relationship Agreement between ICBC and Standard Bank Group to formalise
business co-operation and provide for ICBC board representation on Standard
Bank Group board
* New ordinary shares to be issued by Standard Bank Group priced at the 30
trading day volume weighted average price of Standard Bank Group ordinary
shares ("VWAP") of R104.58 per share and consideration for shares to be
acquired in terms of the scheme of arrangement to be R136.00 per share, a
premium of 30% to the 30 trading day VWAP
1. INTRODUCTION
The boards of directors of Standard Bank Group and ICBC are pleased to announce
that agreement has been reached regarding the terms of the proposed acquisition
by ICBC of a 20% stake in the issued ordinary share capital of Standard Bank
Group on a post-transaction basis ("the Transaction").
The Transaction is to be achieved, subject, inter alia, to the approval of
Standard Bank Group ordinary shareholders, through the following
inter-conditional steps:
* a specific issue of Standard Bank Group ordinary shares for cash to ICBC,
representing 11.11% of the issued ordinary share capital of Standard Bank Group
immediately prior to such issue ("the Specific Issue") at an issue price per
share of R104.58 ("the Issue Price"), which represents the VWAP on the exchange
operated by the JSE Limited ("the JSE") over the 30 trading days prior to 23
October 2007, being the date on which Standard Bank Group issued its cautionary
announcement; and
* the acquisition by ICBC of Standard Bank Group ordinary shares from existing
shareholders representing 11.11% of the aggregate ordinary shares in issue
immediately prior to the Specific Issue (effectively 10% of the issued ordinary
shares of Standard Bank Group after the Specific Issue), by means of a scheme
of arrangement in terms of section 311 of the Companies Act, 61 of 1973 ("the
Companies Act"), proposed by ICBC between Standard Bank Group and its ordinary
shareholders ("the Scheme") at a price per share of R136.00 ("the Scheme
Consideration"), which represents a premium of 30% to the VWAP over the 30
trading days prior to 23 October 2007.
The Specific Issue and the Scheme will together result in ICBC acquiring a
total shareholding of 20% of Standard Bank Group upon completion of the
Transaction.
In addition, Standard Bank Group and ICBC have entered into a Relationship
Agreement which will become effective on the completion of the Transaction and
which will govern the ongoing shareholder relationship and commercial
co-operation between Standard Bank Group and ICBC.
2. RATIONALE
2.1 Standard Bank Group
Standard Bank Group is the largest banking group in South Africa and Africa,
with total assets of R1 098 billion (approximately US$156 billion) as of 30
June 2007 and a market capitalisation at 22 October 2007 of R145 billion
(approximately US$21 billion). It has more than 950 branches, operations in 38
countries and employs over 46,000 people. Standard Bank Group has grown its
headline earnings per share and dividends per share by, on average, 20% a year
for the last 20 years.
Standard Bank Group continues to make significant progress in the fulfilment of
its vision of making a real difference to financial services in South Africa
and other emerging markets. A key market in terms of scale and growth is the
People's Republic of China ("China"). Standard Bank Group views China as a key
component of its long-term strategy given its increasing economic linkages to
the African continent and its acknowledged material impact on global economic
growth. Accordingly, Standard Bank Group has been actively investigating the
most suitable strategy for it to achieve a meaningful role in this important
market.
Standard Bank Group, together with ICBC, hopes to lay the foundation for
significant expansion in Africa and to position itself at the cross-roads of
the substantial and growing trade and investment flows between China and the
African continent. Standard Bank Group accordingly believes there are
significant opportunities arising from a strategic partnership with ICBC and is
fully supportive of the proposed investment by ICBC in Standard Bank Group.
ICBC's proposed investment in Standard Bank Group is a landmark transaction for
Africa, South Africa and Standard Bank Group itself. Standard Bank Group's
proposed partnership with ICBC will place it at the cross-roads of economic
interaction between China and the African continent and will represent a strong
vote of confidence in the future relationship between the two regions.
ICBC and Standard Bank Group's international networks are largely complementary
in terms of their location.
The Transaction will result in Standard Bank Group having a substantially
increased capital base, which will ensure that it continues to benefit from
organic growth opportunities in its domestic, African and international
operations and will provide it with enhanced strategic flexibility to pursue
other growth opportunities. The Transaction represents a cost-efficient means
of raising core equity capital at market-related prices.
Further, Standard Bank Group believes that the Scheme Consideration represents
an attractive price for shareholders to realise a portion of their
shareholdings.
Standard Bank Group and ICBC anticipate that substantial business and strategic
benefits will arise from this partnership. Business co-operation is anticipated
across the African continent, in China and globally where appropriate. This
co-operation will be based on the expansion of product offerings to the
existing customer bases of both partners and the creation and expansion of new
businesses built on the key strengths of the two partners, and is discussed in
greater detail in paragraph 5 below.
2.2 ICBC
ICBC is China's leading domestic commercial bank with total assets of Renminbi
("RMB") 8.3 trillion (US$1.1 trillion) at 30 June 2007 and is listed on the
Hong Kong and Shanghai stock exchanges. ICBC is the world's largest bank by
market value, with a market capitalisation at 22 October 2007 of RMB2.53
trillion (approximately US$319 billion). ICBC provides a wide variety of
financial products and services to more than 2.51 million corporate banking
customers and 180 million personal banking customers through its 16,807
domestic and 98 international branches. As of 31 December 2006, ICBC had the
leading market share in China in terms of total assets (17.1%), total deposits
(18.3%) and total loans (15.2%).
ICBC has been actively investigating the most suitable strategy for it to
capitalise on the substantial current and expected trade and investment flows
between China and the African continent. ICBC shares Standard Bank Group's
vision about the long-term investment proposition for Africa and, together with
Standard Bank Group, hopes to lay the foundation for significant expansion of
such trade and investment between its Chinese clients and the African
continent.
ICBC views South Africa as an attractive market for investment, given its
growth prospects, its sophisticated economy and sound, profitable and
well-regulated financial services infrastructure, as well as its rapidly
growing banking customer base. ICBC believes that the best method of capturing
these growth opportunities is through a strategic alliance with a large South
African bank with significant operations on the African continent. ICBC also
views Standard Bank Group's activities in international markets outside of
Africa as beneficial for future growth and has undertaken to support Standard
Bank Group's strategy to expand its African and international networks and
capabilities (including China) and where appropriate to partner in the
expansion of these networks.
3. TERMS OF THE PROPOSED INVESTMENT BY ICBC IN STANDARD BANK GROUP
The Transaction will be implemented in accordance with all applicable
requirements of the Companies Act, the Banks Act, 94 of 1990 and the
Listings Requirements of the JSE.
In terms of the Specific Issue, ICBC will subscribe for such number of Standard
Bank Group ordinary shares as represents 11.11% of the issued ordinary share
capital of Standard Bank Group immediately prior to the Specific Issue, at the
Issue Price. This will result in ICBC acquiring a shareholding of 10% of
Standard Bank Group after the Specific Issue.
In terms of the Scheme, ICBC proposes to acquire from existing Standard Bank
Group ordinary shareholders on the implementation date of the Scheme, ordinary
shares representing 11.11% of the aggregate issued ordinary share capital of
Standard Bank Group before the Specific Issue at the Scheme Consideration per
ordinary share.
Implementation of the Transaction will result in the payment by ICBC of a
consideration of:
* approximately R15.9 billion (US$2.4 billion) in terms of the Specific Issue;
and
* approximately R20.7 billion (US$3.1 billion) in terms of the Scheme,
resulting in an aggregate consideration for the Transaction of approximately
R36.7 billion (US$5.5 billion) to become a 20% shareholder of Standard Bank
Group, based on the current issued ordinary share capital of Standard Bank
Group.
It is the intention of Standard Bank Group to apply to the South African Reserve
Bank for some or all of the proceeds of the primary capital raising to be
retained offshore. It is also to be noted that approximately a quarter of
Standard Bank Group's ordinary shareholders reside outside of South Africa and
are expected to receive their proceeds from the Scheme directly. It can,
therefore, be expected that, subject to regulatory approval, a significant net
amount of the aggregate consideration for the Transaction is likely to be
retained offshore.
Standard Bank Group and ICBC have entered into an Implementation and
Subscription Agreement regulating the conduct of the Transaction. Pursuant to
the terms of the Implementation and Subscription Agreement the parties have
agreed, inter alia, that a break fee determined at 1% of the total proposed
consideration in respect of the Transaction shall be payable to the other party
in a circumstance where the directors of one of the parties withdraw or
adversely change their recommendation in respect of the Transaction, except
where their fiduciary duties so require. Such break fee will also be payable by
Standard Bank Group to ICBC should a competing proposal, which prohibits the
Transaction from taking place, be successfully implemented, or should Standard
Bank Group reach an agreement with a third party regarding a break fee.
Should Standard Bank Group make any distribution to Standard Bank Group
ordinary shareholders prior to the operative date of the Transaction, the
aggregate consideration payable by ICBC in respect of the Transaction will be
reduced by 20% of the total gross amount paid by Standard Bank Group pursuant
to such distribution. Consequently, the Scheme Consideration will be reduced by
the amount of any such distribution received on each Standard Bank Group
ordinary share. The balance of such aggregate reduction will be deducted from
the aggregate consideration to be received by Standard Bank Group in respect of
the Specific Issue.
4. TERMS OF THE PROPOSED RELATIONSHIP BETWEEN ICBC AND STANDARD BANK GROUP
Standard Bank Group and ICBC have agreed that upon implementation of the
Transaction, inter alia:
* ICBC will have the right to participate in proportion to its shareholding in
any issue by Standard Bank Group of ordinary shares, or securities that are
convertible or exchangeable into ordinary shares, subject to applicable legal
and regulatory requirements, on the same terms and conditions as other
participants subscribing for such securities. This right of participation shall
not apply to issues of Standard Bank Group ordinary shares pursuant to
management or employee incentive schemes or issues in exchange for the shares
in or assets of other legal entities pursuant to a merger and acquisition
transaction. This right will fall away should ICBC sell more than 25% of the
Standard Bank Group ordinary shares acquired by it as a consequence of the
Transaction or if ICBC's holding of ordinary shares falls below 5% of Standard
Bank Group's issued ordinary share capital;
* ICBC has certain obligations to notify and co-operate with Standard Bank
Group in respect of disposals of its ordinary shares in Standard Bank Group;
and
* for so long as ICBC holds 12% or more of Standard Bank Group's issued
ordinary share capital, it will have the right to nominate two non-executive
members to the Standard Bank Group board of directors ("the Board"), subject to
requisite regulatory notifications, with one of such non-executive directors
being nominated as the Vice Chairman of Standard Bank Group. In addition to
their responsibilities on the Board, these members will participate in certain
of the committees of the Board. Should ICBC's shareholding in Standard Bank
Group fall below the above threshold, ICBC will be entitled to nominate one
non-executive member to the Board for so long as it holds 8% or more of
Standard Bank Group's issued ordinary share capital. ICBC's nominated directors
will, subject to requisite approvals, participate on certain committees of the
Board, namely the Directors' Affairs Committee, the Group Audit Committee,
Group Risk Management Committee and Group Credit Committee.
5. TERMS OF THE PROPOSED COMMERCIAL CO-OPERATION BETWEEN STANDARD BANK GROUP
AND ICBC
Upon implementation of the Transaction, subject to regulatory and Standard Bank
Group shareholder approvals where applicable, ICBC will support Standard Bank
Group's strategy to expand its African and international networks and
capabilities (including in China).
In order to formalise the co-operation between Standard Bank Group and ICBC, an
ICBC/Standard Bank Group Strategic Co-operation Committee will be created,
which will meet at least quarterly, and have equal representation between
Standard Bank Group and ICBC, with joint chairmanship of the committee shared
between Standard Bank Group and ICBC. The first joint chairmen of the Strategic
Co-operation Committee will be Standard Bank Group's Group Chief Executive
Jacko Maree and ICBC's President Yang Kaisheng.
This committee will be responsible for:
* the development of specific strategic initiatives and associated business
plans;
* the creation of taskforces associated with the individual strategic
initiatives; and
* subject to any necessary Standard Bank Group shareholder approvals, the
implementation and monitoring of the strategic initiatives and business plans.
It is intended that strategic co-operation areas between Standard Bank Group
and ICBC will cover a broad area of co-operation in China, Africa and such
other international locations as may be agreed from time to time between
Standard Bank Group and ICBC. In particular, it is proposed that, subject to
any necessary Standard Bank Group and/or ICBC shareholder or regulatory
approvals:
* Standard Bank Group will make available its Corporate and Investment Banking
and Personal and Business Banking services to ICBC and its customers on
appropriate commercial terms;
* Standard Bank Group will, in the first instance, introduce its African and
international clients seeking to do business in China to ICBC;
* where participation by a Chinese bank is sought, Standard Bank Group will, in
the first instance, introduce business opportunities arising in Africa and its
international network to ICBC and its customers;
* ICBC will provide access to its networks and services in China to Standard
Bank Group clients on appropriate commercial terms; and
* ICBC will, in the first instance, introduce opportunities with its clients to
the Standard Bank Group networks in Africa and other international locations
where Standard Bank Group has a presence.
The proposed co-operation does not preclude Standard Bank Group or ICBC from
pursuing ordinary course banking transactions with other banks or entities from
China or South Africa respectively.
In addition, Standard Bank Group and ICBC are negotiating to jointly establish,
subject to requisite approvals, a fund management company and investment fund
comprising ICBC and Standard Bank Group funds in the first instance, to be
invested primarily in natural resource entities and assets, with a global
mandate and a target fund size of US$1 billion. This initiative will leverage
off Standard Bank Group's acknowledged experience and expertise in the field of
banking activities in the precious metals, base metals and energy markets and
will facilitate access to these resources and related products by ICBC's
substantial Chinese corporate client base.
6. CONDITIONS PRECEDENT TO THE TRANSACTION
The Transaction is subject to the fulfilment of, inter alia, the following
conditions precedent:
* the approval of the South African Registrar of Banks;
* the approval of the South African Reserve Bank in terms of the Currency and
Exchange Control Act, 9 of 1933, and the regulations promulgated thereunder;
* the approval of the JSE;
* the approval of the China Banking Regulatory Commission;
* the approval of the State Administration of Foreign Exchange of China (if
required);
* all other necessary regulatory approvals being granted, including the UK
Financial Services Authority and the Hong Kong Monetary Authority;
* the approval of the Scheme by the requisite majority of Standard Bank Group
ordinary shareholders at the scheme meeting held for this purpose;
* the approval of the Transaction by the ordinary shareholders of ICBC in
general meeting;
* the approval of the Specific Issue by the requisite majority of Standard
Bank Group ordinary shareholders in general meeting;
* no material adverse change having arisen in respect of the financial
condition, business or operations of Standard Bank Group as a whole prior to
the date of the court hearing in respect of the Scheme; and
* the High Court of South Africa, Witwatersrand Local Division ("the Court")
sanctioning the Scheme and the order of Court sanctioning the Scheme being
registered by the South African Registrar of Companies.
The Scheme and the Specific Issue are conditional upon each other, such that
either both of them will become effective or neither will become effective.
Subject to applicable law and regulation, any of the above conditions may be
waived by Standard Bank Group and ICBC by mutual consent.
7. PRO FORMA FINANCIAL EFFECTS OF THE TRANSACTION
The pro forma financial effects set out below have been prepared to assist
Standard Bank Group ordinary shareholders to assess the impact of the Scheme
and the Specific Issue on the Net Asset Value ("NAV") per Standard Bank Group
ordinary share, Tangible NAV ("TNAV") per Standard Bank Group ordinary share,
Earnings Per Share ("EPS"), Headline EPS ("HEPS"), Diluted EPS and Diluted HEPS
of a Standard Bank Group ordinary share, based on the unaudited results of
Standard Bank Group for the six month period ended 30 June 2007 and the balance
sheet as at that date. The material assumptions are set out in the notes
following the tables. Due to their nature, these pro forma financial effects
may not fairly present Standard Bank Group's financial position, changes in
equity, results of operations or cash flows on implementation of the Scheme and
the Specific Issue. The pro forma financial effects are the responsibility of
the Board and are provided for illustrative purposes only.
The International Financial Reporting Standards ("IFRS") pro forma financial
effects are prepared based on the JSE's requirements, which do not allow income
on capital raised to be incorporated in the calculation of the financial
effects of issues of shares for cash, which thus appear to be purely dilutive.
Standard Bank Group believes that this presentation on its own would be
misleading. Additionally, due to the distortionary effects of certain
accounting items under IFRS, it has been Standard Bank Group's practice for
some time to disclose normalised financial metrics.
Accordingly, normalised pro forma financial effects have been set out below, in
which a return of 9.99% on the capital injected into Standard Bank Group in
terms of the Specific Issue has been assumed and certain adjustments consistent
with Standard Bank Group's regular financial reporting have been made for the
accounting effects of Standard Bank Group's black economic ownership initiative
and the deemed treasury shares held by Liberty Group Limited for the benefit of
its policyholders. The blended rate of return on capital raised used for this
calculation assumes that half of the capital raised will generate Standard Bank
Group's reported cost of equity of 13.4% and that the remaining half will earn
a return calculated at the average Johannesburg Inter Bank Agreed Rate
("JIBAR") over the six months to 30 June 2007 (being 6.58% after tax), yielding
a blended yield of 9.99% ("the blended yield").
7.1 IFRS pro forma financial effects
Before the After the Net change
Transaction Specific (%)
Issue
NAV per share (cents) 1,2,4 3 884 4 607 18.6
TNAV per share (cents) 1,2,4 3 650 4 399 20.5
EPS (cents) 1,3,5 517.0 460.0 -11.0
HEPS (cents) 1,3,5 482.9 429.6 -11.0
Diluted EPS (cents) 1,3,5 486.4 435.6 -10.4
Diluted HEPS (cents) 1,3,5 454.3 406.9 -10.4
Number of shares in issue
(millions) 1 232 1 385 12.4
Weighted average number of shares
in issue (millions) 1 229 1 381 12.4
After the Net change
Transaction (%)
NAV per share (cents) 1,2,4 5 607 44.3
TNAV per share (cents) 1,2,4 5 421 48.5
EPS (cents) 1,3,5 458.2 -11.4
HEPS (cents) 1,3,5 431.2 -10.7
Diluted EPS (cents) 1,3,5 436.5 -10.3
Diluted HEPS (cents) 1,3,5 411.0 -9.5
Number of shares in issue (millions) 1 385 12.4
Weighted average number of shares
in issue (millions) 1 381 12.4
Notes
1. The NAV and TNAV per Standard Bank Group ordinary share, EPS, HEPS, Diluted
EPS and Diluted HEPS "Before the Transaction" are based on the unaudited
results for the six months ended 30 June 2007.
2. The NAV and TNAV per Standard Bank Group ordinary share "After the Specific
Issue" are based on the assumption that the Specific Issue took place on 30
June 2007.
3. The EPS, HEPS, Diluted EPS and Diluted HEPS "After the Specific Issue" are
based on the assumption that the Specific Issue took place on 1 January 2007
and that no yield was earned on the capital raised through the Specific
Issue.
4. The NAV and TNAV per Standard Bank Group ordinary share "After the
Transaction" reflect the effects of the Specific Issue and the Scheme upon a
Standard Bank Group ordinary shareholder, assuming that such shareholder
sells 11.11% of their ordinary shares for the Scheme Consideration.
5. The EPS, HEPS, Diluted EPS and Diluted HEPS per Standard Bank Group
ordinary share "After the Transaction" reflect the effects of the Specific
Issue and the Scheme upon a Standard Bank Group ordinary shareholder,
assuming that such shareholder sold 11.11% of their ordinary shares for the
Scheme Consideration on 1 January 2007 and invested the proceeds to earn an
after-tax return of 6.58%.
6. Transaction costs have not been taken into account due to the immateriality
thereof.
7.2 Normalised pro forma financial effects
After the
Before the Specific Net change
Transaction Issue (%)
NAV per share (cents) 1,2,4 3 904 4 559 16.8
TNAV per share (cents) 1,2,4 3 693 4 370 18.3
EPS (cents) 1,3,5 481.7 485.4 0.8
HEPS (cents) 1,3,5 451.1 457.8 1.5
Diluted EPS (cents) 1,3,5 474.7 479.0 0.9
Diluted HEPS (cents) 1,3,5 444.5 451.8 1.6
Number of shares in issue (millions) 1 371 1 523 11.1
Weighted average number of shares
in issue (millions) 1 367 1 519 11.1
After the Net change
Transaction (%)
NAV per share (cents) 1,2,4 5 564 42.5
TNAV per share (cents) 1,2,4 5 395 46.1
EPS (cents) 1,3,5 480.8 -0.2
HEPS (cents) 1,3,5 456.2 1.1
Diluted EPS (cents) 1,3,5 475.1 0.1
Diluted HEPS (cents) 1,3,5 450.9 1.4
Number of shares in issue (millions) 1 523 11.1
Weighted average number of shares
in issue (millions) 1 519 11.1
Notes
1. The NAV and TNAV per Standard Bank Group ordinary share, EPS, HEPS, Diluted
EPS and Diluted HEPS "Before the Transaction" are based on the unaudited
results for the six months ended 30 June 2007.
2. The NAV and TNAV per Standard Bank Group ordinary share "After the Specific
Issue" are based on the assumption that the Specific Issue took place on 30
June 2007.
3. The EPS, HEPS, Diluted EPS and Diluted HEPS "After the Specific Issue" are
based on the assumption that the Specific Issue took place on 1 January 2007
and that the blended yield of 9.99% was earned on the capital raised through
the Specific Issue.
4. The NAV and TNAV per Standard Bank Group ordinary share "After the
Transaction" reflect the effects of the Specific Issue and the Scheme upon a
Standard Bank Group ordinary shareholder, assuming that such shareholder
sells 11.11% of their ordinary shares for the Scheme Consideration.
5. The EPS, HEPS, Diluted EPS and Diluted HEPS per Standard Bank Group ordinary
share "After the Transaction" reflect the effects of the Specific Issue and
the Scheme upon a Standard Bank Group ordinary shareholder, assuming the
yields assumed in note 3 above pertain and that such shareholder sold 11.11%
of their ordinary shares for the Scheme Consideration on 1 January 2007 and
invested the proceeds to earn an after-tax return of 6.58%.
6. Transaction costs have not been taken into account due to the immateriality
thereof.
8. OPINIONS AND RECOMMENDATIONS
8.1 Opinion and recommendation of the board of Standard Bank Group
The Board is of the unanimous view that the Transaction is in the best
interests of Standard Bank Group ordinary shareholders and will unanimously
recommend to the shareholders of Standard Bank Group that they vote in favour
thereof at the general meeting of Standard Bank Group shareholders ("the
General Meeting") and the scheme meeting to be convened to approve the
Transaction ("the Scheme Meeting"). In respect of their personal holdings in
Standard Bank Group, the members of the Board intend to vote in favour of the
resolutions in respect of the Specific Issue and the Scheme to be proposed at
the General Meeting and the Scheme Meeting, respectively.
8.2 Opinion and recommendation of the board of ICBC
The board of ICBC is of the view that the Transaction is in the best
interests of ICBC shareholders and will recommend to the
shareholders of ICBC that they vote in favour thereof at the ICBC general
meeting to be convened to approve the Transaction ("the ICBC general meeting").
9. SHAREHOLDERS OUTSIDE SOUTH AFRICA
The Transaction may be affected by the laws of the relevant jurisdiction of
those Standard Bank Group ordinary shareholders who are not South African
residents ("Non-resident Shareholders"). Such Non-resident Shareholders should
inform themselves about and observe any applicable legal requirements of such
jurisdictions. It is the responsibility of any Non-resident Shareholder to
satisfy himself/herself as to the full observance of the laws and regulatory
requirements of the relevant jurisdiction, in connection with the Transaction,
including the obtaining of any governmental, exchange control or other consents
or the making of any filing which may be required, the compliance with other
necessary formalities and the payment of any issue, transfer or other taxes or
other requisite payments due in such jurisdiction.
Any Standard Bank Group ordinary shareholder who is in any doubt as to his/her
position, including, without limitation, his/her tax status, should consult an
appropriate independent professional adviser in the relevant jurisdiction
without delay.
10. IMPORTANT DATES AND TIMES OF THE TRANSACTION
The important dates and times of the Transaction are as follows, and have been
presented on the assumption that the requisite regulatory approvals will be
received by the end of January 2008.
Last day to trade Standard Bank Group ordinary
shares on the JSE in order to be recorded
in the register of members
of Standard Bank Group to vote at the Scheme
Meeting on Thursday, 22 November 2007
Record date to vote at the Scheme
Meeting at close of business on Thursday,29 November 2007
Last day for receipt of forms of proxy for the
General Meeting by 09:00 on Friday, 30 November 2007
Last day for receipt of forms of proxy for the
Scheme Meeting by 10:00 on Friday, 30 November 2007
General Meeting to be held at 09:00 on Monday, 3 December 2007
Scheme Meeting to be held at 10:00,
or 10 minutes after the conclusion or
adjournment of the General Meeting,
whichever is the later, on Monday, 3 December 2007
Announcement of results of the General Meeting
and the Scheme Meeting on SENS on Monday, 3 December 2007
Announcement of results of the General Meeting
and the Scheme Meeting in the press on Tuesday, 4 December 2007
ICBC general meeting held on Thursday, 13 December 2007
Results of ICBC general meeting announced to
Standard Bank Group shareholders on Friday, 14 December 2007
Court hearing to sanction the Scheme on Tuesday, 18 December 2007
If the Scheme is sanctioned and implemented:
Announcement on SENS regarding the sanctioning
of the Scheme on Tuesday, 18 December 2007
Announcement in the press regarding
the sanctioning of the Scheme on Wednesday, 19 December 2007
Expected effective date of the Transaction Tuesday, 12 February 2008
Expected last day to trade Standard Bank Group
ordinary shares on the JSE in order for ordinary
shareholders to be eligible to receive the
Scheme Consideration on Friday, 15 February 2008
Expected record date, being the date on which
ordinary shareholders must be recorded on
the register of members of Standard Bank Group
in order to be scheme participants
and so become entitled to receive the Scheme
Consideration, at close of business on Friday, 22 February 2008
Expected operative date of the Scheme, at the
commencement of trading on the JSE on Wednesday, 27 February 2008
The Scheme Consideration expected to be
transferred or posted (as the case may be),
and new share certificates
expected to be posted, to certificated scheme
participants whose documents of title are
received by the transfer secretaries on or
before the record date, on or about Wednesday, 27 February 2008
or
Failing receipt of documents of title
on or before the record date, within five
business days of receipt thereof by the
transfer secretaries
The Scheme Consideration expected to be
credited to the dematerialised scheme
participants' accounts held at their
CSDP or broker and share balances updated
with respect thereto on Wednesday, 27 February 2008
Share certificates may not be dematerialised or rematerialised between Monday,
18 February 2008 and Friday, 22 February 2008.
These dates and times are subject to change. Any change will be notified by way
of publication on the Securities Exchange News Service ("SENS") of the JSE and
in the press.
11. DOCUMENTATION
A circular containing further details of the Transaction and incorporating a
scheme document and a circular containing a notice of General Meeting will be
posted to Standard Bank Group ordinary shareholders following the convening of
the Scheme Meeting by the Court.
12.WITHDRAWAL OF CAUTIONARY ANNOUNCEMENT
Standard Bank Group ordinary shareholders are advised that caution is no longer
required in dealing in their Standard Bank Group ordinary shares.
Johannesburg
25 October 2007
Investment bank and joint sponsor to Standard Bank Group
Standard Bank
Legal advisers to Standard Bank Group
Bowman Gilfillan Inc
Independent sponsor to Standard Bank Group
Deutsche Securities (SA) (Proprietary) Limited
Financial adviser to ICBC
Goldman Sachs International
Financial adviser to ICBC
ICEA Capital Limited
International legal advisers to ICBC
Linklaters LLP
South African legal advisers to ICBC
Webber Wentzel Bowens
This information is provided by RNS
The company news service from the London Stock Exchange
END
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