stanlib limited

SIMEKA INVESTMENT HOLDINGSSIMEKA INVESTMENT HOLDINGS

STANLIB Limited

Acquisition by a BEE consortium of 25,2%

18 June 2003


STANLIB – company profile

• Asset and wealth management group

• Created in 2002

• Combined Liberty and Standard Bank– asset management – unit trusts – linked product businesses


STANLIB organisational structure

Liberty Group

STANLIBLimited

STANLIBAsset Management

STANLIBWealth Management

50%50%

100%100%

Standard Bank Group

“The factory” “Product / marketing /distribution arm”


STANLIB Asset Management AUM 31 December 2002

128,4TOTAL AUM

1,1Africa

30,2Unit trusts

43,5Segregated funds

53,6Life funds

R’billion


STANLIB Wealth Management FUA 31 December 2002

51,9TOTAL FUA

7,9Linked products

10,4Structured products

28,8Single manager unit trusts

R’billion

4,8Other


Value and fairness opinion

• STANLIB valued at R1,4 billion for purposes of the transaction

• Independent fair and reasonable opinion given by Deutsche Securities as to Liberty’s sale price for 12,6% of STANLIB


STANLIB’s equity value has declined since its formation (from R1,8 billion to R1,4 billion) Relatively poor-performing equity markets have resulted in:• a decline in the ratings of asset managers;• a decline in assets under management; and• a decline in operating earnings

JSE ALL SHARE INDEX & PE RATIO

0

2,000

4,000

6,000

8,000

10,000

12,000

Jan-00 Jan-01 Jan-02 Jan-03

Ind

ex

8

10

12

14

16

18

20

PE

Rat

io (

tim

es

)

JSE All Share Index JSE All Share Index PE ratio


MultiplesSTANLIB ASSETS UNDER MANAGEMENT AND FUM MULTIPLE

0,98%0,92%

1,19%

0,81%0,78%

1,00%

20,000

70,000

120,000

170,000

220,000

31-Dec-00

Actual

31-Dec-01

Actual

31-Dec-02

Actual

31-Mar-03

Actual

31-Dec-03

Forecast

FU

M (

R'm

illio

ns

)

0,2

0,4

0,6

0,8

1,0

1,2

1,4

FU

M m

ult

iple

(%

)

STANLIB Asset Management Assets Under Management

STANLIB Wealth Management Funds Under Administration Equity value / FUM (excl. unit trusts in WM)

Equity value / total FUM

%


Rationale for transaction

• National and business imperative to introduce empowerment partnership

• Liberty and Standard Bank actively involved in the process of transformation in South Africa

• Establishment of an empowerment partnership with the goal, inter alia, to support South Africa’s socio-economic objectives


Benefits

• Maintenance of current PIC and other asset management mandates

• Increased fund inflows demarcated specifically for empowered asset managers

• Future business opportunities including expansion into Africa


Consortium • Safika (51%)

– Investment holding company which facilitates greater black economic participation in South Africa

– Directors include Saki Macozoma, Moss Ngoasheng and Vuli Cuba

• BBET (35%)– Created for the benefit of organisations

representing broad-based communities from historically disadvantaged backgrounds


Consortium, continued

• Nduna Trust (9%)– Personal trust of Ronnie Ntuli who:

• Is a respected advisor to South African and international corporates and investors

• Immediate past President of the Johannesburg Metropolitan Chamber of Commerce and Industry

• Recently appointed CEO of Andisa Capital


Consortium, continued

• Simeka (5%)– Investment holding company which

provides management consulting, capacity building, employee benefits solutions, communications and marketing services to the Government, public sector and international agencies


Transaction

• Newco will be owned 51% by Safika and 49% by the remainder of the Consortium

• Newco will acquire 25,2% of STANLIB, 12,6% from each of Standard Bank Group and Liberty Group

• Newco is incentivised to introduce new mandates


* Listed on the JSE Securities Exchange South Africa

( ) Denotes current shareholdings in STANLIB

Safika Nduna

Newco

51%

100% 100%

BBET

35%

STANLIBAsset

Management

STANLIBWealth

Management

Simeka

StandardBank*

Liberty Group*

9% 5%

25,2%

STANLIB

37,4%

(50%)

37,4%

(50%)

Proposed future structure


Dividend policy

• 100% of profit after taxation per annum, subject to working capital and capital expenditure requirements, while the BEE funding is outstanding

• Thereafter subject to STANLIB board’s discretion, subject to a mimimum of 50% of profits available for distribution


Composition of the Board

• The Chairman will be Saki Macozoma, who will make himself available to be appointed as the Chairman of STANLIB for a mimimum of three years

• STANLIB board will consist of maximum 16 directors

• The Consortium will have the right to appoint one executive director


Composition of Board, continued• Nominations pro rata to shareholding at the time,

subject to a minimum of 10% shareholding required to appoint the first director

• Newco entitled to appoint Chairman of STANLIB, subject to Standard Bank and Liberty approval

• Liberty entitled to appoint CEO of Asset Management

• Standard Bank entitled to appoint CEO of Wealth Management


Exclusivity

• Newco will be the exclusive empowerment partner of STANLIB in Africa (subject to commercial necessity)

• In return, Newco and all of its shareholders have undertaken to restrict their investment in asset management and wealth management in Africa to STANLIB


In summary

• We remain proactive in developing the empowerment credentials of Standard Bank Group and Liberty Group

• STANLIB empowerment structure now introduced

• Andisa Capital was launched recently

• More on the horizon…

stanlib limited

Documents

management consulting

wealth management groupcreated

stanlib company profile

wmequity value total

share index pe ratio

administrationequity

ratings of asset managers

unit trusts43