That Q1 performance was questionably robust

3. THE TENDER OFFER PRICE
The price payable for each Ordinary Share tendered in the Tender Offer is Kenya Shillings 95.00 (“Tender Price”), which price is inclusive of the right for SAHL to receive the final dividend of Kenya Shillings 4.00 per Ordinary Share in respect of the 2017
financial year proposed by the Board of Directors of Stanbic Holdings on 2 March 2018 for approval by shareholders of Stanbic Holdings at the Annual General Meeting to be held on 12 June 2018 and to be paid to shareholders thereafter (the “Final Dividend”).
As explained in more detail in the Tender Offer Document, the Tender Price represents:
• a premium of 15.7 per cent to the volume weighted average price (VWAP) at which Ordinary Shares traded on the Nairobi Securities Exchange for 30 trading days up to 14 March 2018 (the last day on which Ordinary Shares traded before SAHL submitted its Notice of Intention to launch the Tender Offer);
• a premium of 14.5 per cent to the daily average (cum-dividend) trading price at which Ordinary Shares traded on 14 March 2018;
• a premium of 16.5 per cent over the tangible accounting book net asset value per Ordinary Share (as at 31 December 2017);
• a Tender Price to tangible accounting book net asset value multiple of 1.16 times (as at 31 December 2017); and
• a Price to Earnings per Share multiple of 8.72 times (for the financial year ended 31 December 2017).

4. SCALE-BACK
The Tender Offer is made for a maximum of only 59,000,000 Ordinary Shares and not all of the remaining Ordinary Shares that SAHL does not already own. Therefore, if Shareholders (collectively) apply to sell more than 59,000,000 Ordinary Shares
in aggregate in the Tender Offer, a scale-back mechanism will apply, as described in the Tender Offer Document.
In summary, this scale-back mechanism will mean that:
• each Shareholder on the register of Stanbic Holdings as at 5.00 pm on 15 March 2018 (the “Record Date”) will have a preferential right to sell the lower of (i) all the shares they owned at the Record Date, and (ii) 10,000 Ordinary Shares in the Tender Offer, without any scale-back;
• investors who only become Shareholders after the Record Date and Shareholders who increase their shareholding from the number of shares they owned as at the Record Date are able to apply to sell all the shares they own through the Tender Offer, but such shareholders are not eligible for preferential rights with respect to the additional shares that they have
bought after the Record Date;
• any Shareholder who holds and applies to sell more than the number of shares eligible for the preferred allocation mechanism may not be able to sell the full number of shares that they wish to sell if the Tender Offer is oversubscribed because Shareholders (collectively) apply to sell more than 59,000,000 Ordinary Shares in total; therefore
• in that situation the number of Ordinary Shares that each Shareholder is able to sell will be calculated by the Data Processing Agent in proportion to the number of shares that each Shareholder applies to sell in excess of the preferred allocation limit applicable to that Shareholder (if any), with those Shareholders who accept the Tender Offer before the First Closing being given priority and likely to be able to sell a greater proportion of their shares than those Shareholders
who only apply later before the Second Closing.
Please see paragraph 7.2 of the Tender Offer Document for further details.

7. REGULATORY APPROVALS
Pursuant to Rule 5(1) of the Capital Markets (Take-Overs and Mergers) Regulations, 2002, SAHL has applied for and has received from the Capital Markets Authority, an exemption from the requirement to make a mandatory offer to acquire all the issued shares in Stanbic Holdings that it does not hold.
The Capital Markets Authority has given its approval of this announcement. As a matter of policy, the Capital Markets Authority assumes no responsibility for the correctness of any statements or opinions made in this announcement. Approval of the Tender Offer is not to be taken as an indication of the merits of the Tender Offer or of a recommendation by the Capital Markets Authority to the Shareholders.
The Central Bank of Kenya has confirmed that it has no objection to the acquisition of up to 59,000,000 additional Ordinary Shares by SAHL.
The Competition Authority of Kenya has been notified as a matter of procedure under Regulation 3 of the Capital Markets (Take-Overs and Mergers) Regulations, 2002.

8. PARTIES AND ADVISERS
Offeror: Stanbic Africa Holdings Limited
20 Gresham Street, London, EC2V 7JE, United Kingdom
Offeree: Stanbic Holdings Plc, Stanbic Centre, 58 Westlands Road
P. O. Box 72833-00200, Nairobi, Kenya

Sponsoring Broker: SBG Securities Limited, Stanbic Centre, 58 Westlands Road
P. O. Box 47198-00100, Nairobi, Kenya

Legal Adviser to SAHL: Bowmans-Kenya (Coulson Harney LLP), 5th Floor, West Wing
ICEA Lion Centre, Riverside Park, Chiromo Road
P. O. Box 10643-00100, Nairobi, Kenya

Data Processing Agent: Image Registrars Limited, 5th Floor, Barclays Plaza, Loita Street
P. O. Box 9287-00100 GPO, Nairobi, Kenya

Paying Bank: Stanbic Bank Kenya Limited, Stanbic Centre, 58 Westlands Road
P.O. Box 72833-00200, Nairobi, Kenya

Dear Client, Stanbic Africa Holdings Limited has a Tender Offer open to all existing shareholders of Stanbic at Ksh 95. For guidance call your SBGS agent or 020-3638900.