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The distribution of the information contained herein and on the pages that follow may be restricted by law and persons into whose possession any document or other information referred to herein comes should inform themselves about and observe any such restrictions. The information contained herein and on the pages that follow is not for publication or distribution, in whole or in part, directly or indirectly, in or into the United States or any other jurisdiction where such publication or distribution would violate applicable laws or rules or would require additional documents to be completed or registered or require any measure to be undertaken in addition to the requirements under South African law. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction. The information contained herein and on the pages that follow is not directed to, and is not intended for distribution to or use by, any person or entity that is a citizen or resident or located in any locality, state, country or other jurisdiction where such distribution, publication, availability or use would be contrary to law or regulation or which would require any registration or licensing within such jurisdiction.
Additional information for US holders
The information contained herein and on the pages that follow relates to the securities of South African public companies and has 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 transactions referred to herein and on the pages that follow are 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 Standard Bank Group Limited (“SBG”) elects to implement the Preference Share transaction referred to herein and on the pages that follow by way of a standby offer and determines to extend the offer into the United States, such standby offer will be made in compliance with the applicable US tender offer rules.
The securities referred to herein and on the pages that follow to be issued pursuant to the ordinary share scheme of arrangement 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. The information contained herein and on the pages that follow 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 holders are eligible to receive the securities referred to herein and on the pages that follow, and the procedural steps required to be taken by such persons to so receive such shares, as well as the procedures for those US holders who do not so qualify to receive such shares, will be set forth in the relevant scheme circular.
Neither the U.S. Securities and Exchange Commission (SEC) nor any US state securities commission has approved or disapproved of the consideration securities referred to herein and on the pages that follow to be issued in connection with the relevant scheme of arrangement, or determined if the information contained on the pages that follow or the relevant scheme circular is accurate or complete. Any representation to the contrary is a criminal offence in the United States.
The securities referred to herein and on the pages that follow 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 Holdings Limited (“Liberty”) intends to take any action to facilitate a market in such securities in the United States.
Financial statements, and all financial information that is included in the information contained on the pages that follow or that may be included in the scheme circulars, or any other documents relating to the securities referred to herein and on the pages that follow, 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).
It may be difficult for 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 outside of the United States, 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 a 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.