RNS Number:4579M
Liberty Group Ld
18 June 2003

Standard Bank Group Limited

   (Incorporated in the Republic of South Africa)

   (Registration number 1969/017128/06)

   Share code: SBK     Namibian Share code: SNB

   ISIN: ZAE000038873

   ("Standard Bank Group")

Liberty Holdings Limited

   (Incorporated in the Republic of South Africa)

   (Registration number 1968/002095/06)

   Share code: LBH   ISIN: ZAE000004032

   ("Libhold")

Liberty Group Limited

   (Incorporated in the Republic of South Africa)

   (Registration number 1957/002788/06)

   Share code: LGL   ISIN: ZAE000024543

   ("Liberty Group")

Safika

   (Incorporated in the Republic of South Africa)

   (Registration number 1996/001693/07)

   ("Safika")

STANLIB Limited

   (Incorporated in the Republic of South Africa)

   (Registration number 1996/014748/06)

   ("STANLIB" or "the Company")

Simeka Investment Holdings (Proprietary) Limited

   (Incorporated in the Republic of South Africa)

   (Registration number 1996/002931/07)

   ("Simeka")

Nduna Trust

   (Master's reference number IT 12995/98)

   ("Nduna")

SALE BY STANDARD BANK GROUP AND LIBERTY GROUP OF 25,2% OF STANLIB TO AN
EMPOWERMENT CONSORTIUM

1. Introduction

   Standard Corporate and Merchant Bank is authorised to announce that Standard
Bank Group and Liberty Group have entered into heads of agreement with a
consortium led by Safika, which includes Nduna and Simeka and which will include
a broad based empowerment trust ("BBET") (collectively, the "Consortium"), in
terms of which the Consortium will acquire a 25,2% interest in STANLIB. A new
limited liability company ("Newco") will be formed to hold the Consortium's
interest in STANLIB. In terms of the heads of agreement, Standard Bank Group and
Liberty Group will each sell 12,6% of the issued ordinary shares of STANLIB to
Newco (the "Transaction"), which shares shall rank pari passu in all respects
with the remaining issued ordinary shares in STANLIB held by Standard Bank Group
and Liberty Group.

2. The Consortium

   The Consortium's membership comprises parties from the empowerment sector of
South Africa. A brief summary of the credentials of the members of the
Consortium is set out below.

2.1 Safika

    Safika is an investment holding company, which focuses on making strategic
investments and assisting with the management of such investments. It actively
facilitates greater black shareholder participation in South Africa's economic
evolution, ensures black economic prosperity by forming strategic alliances and
acquiring significant interests in viable business ventures and promotes black
business empowerment and constructive community involvement. Safika has
investments in the fields of communications, infrastructure, human capital,
natural resources and financial services. The directors of Safika include

Mr Saki Macozoma, Mr Moss Ngoasheng and Mr Vuli Cuba. Safika will have a 51%
shareholding in Newco.

2.2 BBET

    The BBET will be created for the benefit of organisations representing broad
based communities from historically disadvantaged backgrounds. The principal
beneficiaries of the BBET will be community organisations, selected historically
black universities, an NGO investment trust, youth groups, women's groups and
black economic empowerment entrepreneurial groups. The BBET will have a 35%
shareholding in Newco.

2.3 Nduna

    Nduna is led by Mr Ronnie Ntuli who has established himself as a respected
advisor to both South African and international corporates and investors on
investment strategies in Africa. Mr Ntuli recently completed two terms as
President of The Johannesburg Metropolitan Chamber of Commerce and Industry and
serves as director on a number of boards. Mr Ntuli was recently appointed as
Chief Executive Officer of Andisa Capital (Proprietary) Limited, which is the
new empowered financial services company created in partnership with Standard
Bank Group. Nduna will have a 9% shareholding in Newco.

2.4 Simeka

    Simeka is an investment holding company which provides management
consulting, training, capacity building, employee benefits solutions,
communications and marketing services to the Government of South Africa, public
sector organisations and international agencies. Simeka will have a 5%
shareholding in Newco.

3.  Rationale for the Transaction

    It is the view of Standard Bank Group and Liberty Group that transformation
is a national and business imperative. Standard Bank Group and Liberty Group are
actively involved in the process of transformation to ensure that they, their
subsidiaries and their associates support South Africa's socio-economic
objectives and participate in the new and exciting challenges and opportunities
being presented.

    The Transaction establishes an empowerment partnership between the
Consortium, Standard Bank Group and Liberty Group. The goal of this partnership
will be to meet the objectives set out above and to develop new sources of
business for the mutual benefit of all of STANLIB's shareholders.

4. Key terms of the Transaction

4.1 Shareholding structure

    The ordinary shares of Newco will be owned 51% by Safika and 49% by the
other members of the Consortium. The ownership structure of STANLIB, subsequent
to the implementation of the Transaction, is set out as follows.

     Safika                BBET               Nduna               Simeka
       51%                 35%                  9%                  5%
              Newco          Standard Bank Group*         Liberty Group*
              25,2%                 37,4%                    37,4%
                                  STANLIB
     STANLIB                                          STANLIB
     Asset Management 100%                            Wealth Management 100%

*Listed on the JSE Securities Exchange South Africa

4.2 Chairman

    Subsequent to the implementation of the Transaction, the Chairman of STANLIB
will be Mr Macozoma, who has agreed to make himself available to be appointed as
the Chairman of STANLIB for a minimum of three years.

4.3 Directorship

    The board of directors of STANLIB will comprise a maximum of 16 directors.
The shareholders of STANLIB will be entitled to appoint directors pro rata to
their shareholdings for so long as they hold a minimum of 10% of the issued
ordinary share capital of STANLIB.

4.4 Exclusivity

 Newco will be the exclusive empowerment partner of STANLIB in Africa. In
return, Newco and all of its shareholders, for so long as they are direct or
indirect shareholders of STANLIB, have undertaken to restrict their investment
in asset management and wealth management in Africa to STANLIB.

4.5 Transaction value

    For the purposes of the Transaction, STANLIB has been valued at R1,4
billion.

4.6 Funding of the Transaction

    Standard Bank Group and Liberty Group will jointly and exclusively provide
the financing for the Transaction on commercial terms.

    The financing provided by Standard Bank Group and Liberty Group to Newco is
expected to be repaid within five to seven years, subject to STANLIB's earnings
performance.

5. fairness opinion

   Although Mr Macozoma is a director of both Standard Bank Group and Safika,
Newco is not a related party in terms of the Listings Requirements of the JSE
Securities Exchange South Africa as Mr Macozoma only has a minority interest in
Safika, which will control Newco. Notwithstanding this fact, as Liberty Group is
a subsidiary of Libhold, which is a subsidiary of Standard Bank Group, the board
of directors of Liberty Group considered it appropriate, in the interests of
Liberty Group minority shareholders, to obtain an independent fairness opinion
as to the sale price for 12,6% of STANLIB. In this regard, the board of
directors of Liberty Group has appointed an independent advisor, Deutsche
Securities (SA) (Proprietary) Limited, which has provided an independent opinion
that the sale price for 12,6% of STANLIB is fair and reasonable to the
shareholders of Liberty Group.

6. BOARD APPOINTMENTS

   On conclusion of the Transaction Mr Macozoma will be invited to join the
boards of directors of Libhold and Liberty Group.

7. Conditions precedent

   The Transaction is conditional upon the fulfilment of, inter alia, the
following conditions precedent:

* all required regulatory approvals being obtained; and

* the conclusion of formal agreements to give effect to the Transaction.

  The shareholders of Standard Bank Group and Liberty Group will be notified in
due course as to the fulfilment of the conditions precedent and the
implementation of the Transaction.

   Johannesburg

   18 June 2003

Merchant bank and sponsor to Standard Bank Group

   SCMB

   Standard Corporate and Merchant Bank

  (A division of The Standard Bank of South Africa Limited)

  (Registration number 1962/000738/06)

Legal advisor to Liberty Group

   Werksmans Incorporated

  (Registration number 1990/007215/21)

Sponsor to Liberty Group and Libhold

   Merrill Lynch

   Global Markets & Investment Banking Group

   Merrill Lynch South Africa (Pty) Ltd

   Registration number 1995/001805/07

   Registered Sponsor and Member of the

   JSE Securities Exchange South Africa

Independent advisor to Liberty Group

   Deutsche Securities

   Member of the Deutsche Bank Group

   Deutsche Securities (SA) (Proprietary) Limited

  (Registration number 1995/011798/07)

Legal advisor to Standard Bank Group

   Bowman Gilfillan

   John & Kernick

   Findlay & Tait

Financial advisor to Safika

   UBS Corporate Finance South Africa (Pty) Ltd

   A subsidiary of UBS AG

  (Registration number 1994/008363/07)

Legal advisor to the Consortium

   Read Hope Phillips Attorneys

Corporate legal advisor to Safika

   DEREK H RABIN


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