Formal Notice

    RNS Number : 8466X
  Standard Bank of South Africa Ltd
  30 June 2008
   

    SBK - Standard Bank Group - Opening of The Unconditional Offer To Ordinary  
    Shareholders of Liberty Holdings (LBH)  
    Standard Bank Group Limited  
    Registration No. 1969/017128/06  
    Incorporated in the Republic of South Africa   
    JSE share code: SBK  
    NSX share code: SNB  
    ISIN: ZAE000109815  
    ("Standard Bank")  

    OPENING OF THE UNCONDITIONAL OFFER TO ORDINARY SHAREHOLDERS OF LIBERTY HOLDINGS 

    The offer described in this announcement is not being made, directly or indirectly, in or into, or by use of the mails of, or by any
means or instrumentality (including, without limitation, telephonically or electronically) of interstate or foreign commerce of, or any
facility of the national securities exchanges of, the United States of America, Australia, Canada or Japan or any other jurisdiction if it
is illegal for the offer to be made or accepted in that jurisdiction (a "restricted jurisdiction"), and this offer cannot be accepted by any
such use, means, instrumentality or facility or from within a restricted jurisdiction. Accordingly, neither copies of the offer document
which further details the offer described in this announcement nor any related documentation are being or may be mailed or otherwise
distributed or sent in or into or from a restricted jurisdiction.  

    1. INTRODUCTION  

    Further to the announcement released on the Securities Exchange News Service of the JSE Limited ("JSE")("SENS") on 27 May 2008 and
published in the press on 29 May 2008, in which Standard Bank confirmed having notified the board of directors of Liberty Holdings Limited
("Liberty Holdings") of its firm intention to make an offer to acquire the remaining shares of the issued ordinary share capital of Liberty
Holdings which Standard Bank does not already own ("the offer shares") by means of an offer in terms of Chapter XVA of the Companies Act
(Act 61 of 1973), as amended ("the Act") ("the offer"), ordinary shareholders of Liberty Holdings (other than Standard Bank) ("offerees")
are advised that the offer, which is unconditional, opens at 09:00 today, Thursday, 26 June 2008. The offer is not made to the holders of
Liberty Holdings listed cumulative preference shares, which shares are not convertible into Liberty Holdings ordinary shares and will
continue to be listed on the JSE.  

    2. POSTING OF THE OFFER DOCUMENT  

    The document detailing the offer by Standard Bank to the offerees ("the offer document") will be posted to the offerees today, Thursday,
26 June 2008. Electronic copies of the offer document can be downloaded at www.standardbank.co.za/site/investor/LibHold_offer.html.  

    3. TERMS OF THE OFFER  
    

    3.1 Offer price  
    The consideration payable to the offerees in terms of the offer is a cash payment of R219.25 per offer share.  
    

    3.2 Settlement of the offer price  
    To expedite the settlement to offerees of the consideration for their offer shares, Standard Bank will settle on each Monday, commencing
on 7 July 2008, the consideration in respect of offer shares tendered prior to 12:00 on the preceding Friday. The procedures for the
acceptance of the offer, and payments of consideration, are further detailed in the notes to paragraph 4 below.  
    

    3.3 Section 440K of the Companies Act  
    Should the offer be accepted by offerees in respect of nine-tenths or more of the offer shares (other than those held by subsidiaries of
Standard Bank), Standard Bank reserves the right, in its sole discretion, to invoke the provisions of Section 440K of the Act to
compulsorily acquire all such offer shares in respect of which the offer was not accepted, and apply for the termination of the listing of
the Liberty Holdings ordinary shares on the JSE. Should Standard Bank exercise the right to invoke Section 440K of the Act, it will not do
so within five business days of the closing date, to allow for trades after the last day to trade, Friday 11 July 2008, to be recorded in
the shareholders` register. If Section 440K of the Act cannot be invoked or Standard Bank elects not to invoke the provisions of Section
440K of the Act, Liberty Holdings will continue as a listed company in respect of both its ordinary and preference shares.  

    4. IMPORTANT DATES AND TIMES  
    

    The important dates and times of the offer are set out below:  
    The offer opens at 09:00 on                                Thursday, 26 June 2008  
    Last day to trade Liberty Holdings ordinary         Friday, 11 July 2008  
    shares on the JSE to accept the offer  
    Liberty Holdings ordinary shares trade "ex"         Monday, 14 July 2008  
    the offer  
    Record date in order to participate in the            Friday, 18 July 2008  
    offer  
    The offer closes at 12:00 on                               Friday, 18 July 2008  
    Results of the offer released on SENS                Monday, 21 July 2008  
    Results of the offer published in the press            Tuesday, 22 July 2008  
    Payment dates (see note 5 below) from              Monday, 7 July 2008  
    

    Notes:  

    1. The dates and times set out above are South African dates and times, and are subject to change. Any such change will be released on
SENS and published in the press.  

    2. Standard Bank reserves, in its sole and absolute discretion, the right to extend the offer period, in which event all amended dates
and times relating to the offer will be released on SENS and published in the press as per note 1 above.  

    3. Holders of dematerialised Liberty Holdings ordinary shares who are recorded as such in a sub-register of members of Liberty Holdings
maintained by a CSDP ("dematerialised shareholders") wishing to accept the offer, are required to notify their CSDPs or brokers, as the case
may be, of their intention to accept the offer in the manner and time stipulated in the custody agreements entered into between such
dematerialised shareholders and their CSDPs or brokers.  

    4. Holders of certificated Liberty Holdings ordinary shares who are registered as such in Liberty Holdings` register of members
("certificated shareholders") wishing to accept the offer, are required to complete the form of acceptance, transfer and surrender (pink)
which forms part of the offer document, in accordance with the instructions in the offer document, to be received by Computershare Investor
Services (Proprietary) Limited ("the transfer secretaries") at 70 Marshall Street, Johannesburg, or PO Box 61763,  
    Marshalltown, 2107, by no later than 12:00 on the closing date, being Friday, 18
    July 2008.  

    5. The offer consideration due to:  
    

    5.1 dematerialised shareholders will be paid into their accounts with their CSDPs or brokers at their risk, and dealt with in terms of
the custody agreements entered into between such dematerialised shareholders and their CSDPs or brokers, with acceptances received by the
transfer secretaries before 12:00 on each Friday being settled on the following Monday, provided that the first such settlement will be for
the period ending at 12:00 on Friday, 4 July 2008. The final settlement will be for the period ending at 12:00 on Friday, 18 July 2008,
which consideration will be paid on Monday, 21 July 2008; or  
    

    5.2 certificated shareholders will be transferred or posted (as the case may be), by ordinary post, at the risk of the certificated
shareholders concerned, upon receipt by the transfer secretaries of the duly completed form of acceptance, transfer and surrender (pink),
together with the relevant documents of title (in negotiable form), provided that all acceptances received by the transfer secretaries
before 12:00 on each Friday will be settled on the following Monday, with the first such settlement being for the period ending at 12:00 on
Friday, 4 July 2008. The final settlement will be for the period  
    ending at 12:00 on Friday, 18 July 2008, which consideration will be transferred or posted (as the case may be) on Monday, 21 July 2008.
 

    6. Offerees should note that acceptance of the offer will be irrevocable.  

    7. Liberty Holdings ordinary shareholders may not dematerialise or rematerialise their existing Liberty Holdings shares between Monday,
14 July 2008 and Friday, 18 July 2008, both days inclusive.  

    Johannesburg   
    26 June 2008  
    Investment bank and sponsor to Standard Bank  
    Standard Bank  
    Joint financial adviser to Standard Bank  
    Goldman Sachs International  
    Independent sponsor to Standard Bank  
    Deutsche Securities (SA) (Proprietary) Limited  
    Legal advisers to Standard Bank  
    Bowman Gilfillan  
    Sponsor to Standard Bank in Namibia   
    Simonis Storm  
    Date: 26/06/2008 07:05:02 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.

This information is provided by RNS
The company news service from the London Stock Exchange
 
  END 
 
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