| Tue 4 Sep 2007, 10:55 | | FSR/DSY - FirstRand/Discovery - Joint announcement |
|
DSY FSR
DSY FSR
FSR/DSY - FirstRand/Discovery - Joint announcement regarding the proposed
unbundling of FirstRand`s shareholding in Discovery and FirstRand
cautionary announcement
FirstRand Limited
(Incorporated in the Republic of South Africa)
(Registration number: 1966/010753/06)
ISIN: ZAE000066304
Share Code (JSE): FSR
Share Code (NSX): FST
("FirstRand" or "the company")
Discovery Holdings Limited
(Incorporated in the Republic of South Africa)
(Registration number: 1999/007789/06)
ISIN: ZAE000022331
Share Code (JSE): DSY
("Discovery")
Joint announcement regarding the proposed unbundling of FirstRand`s shareholding
in Discovery and FirstRand cautionary announcement
FirstRand, a 57.1% shareholder in Discovery, and Discovery wish to announce that
the FirstRand Board ("the board") intends to seek shareholder approval to
unbundle FirstRand`s shareholding in Discovery ("proposed unbundling").
The proposed unbundling will provide FirstRand shareholders with a direct
shareholding in Discovery and is expected to improve the liquidity of the
trading in Discovery shares on the JSE Limited. In addition, the proposed
unbundling is expected to result in an ownership structure that will increase
Discovery`s strategic flexibility thereby facilitating Discovery`s expansion
into investment and other financial services products currently also provided by
FirstRand.
In order to follow its rights in Discovery`s claw-back offer in 2003, FirstRand
raised loan funding of approximately R553 million. Prior to the proposed
unbundling, FirstRand intends to dispose of such number of Discovery shares so
as to ensure that this liability, after taking into account any consequential
taxes, is settled in full. In settlement of existing pre-emptive rights, these
Discovery shares will be offered to certain Discovery executives and may, by
agreement, be offered to the Discovery Holdings Limited Share Trust and RMB
Holdings Limited ("RMBH") ("FirstRand offer"). Discovery executives have
indicated their appetite to increase their Discovery shareholding and the
FirstRand offer provides them with the opportunity to do so.
The board has been advised that RMBH, a 30.1% shareholder in FirstRand, intends
to retain the Discovery shares it receives pursuant to the proposed unbundling
as a core strategic investment.
Subject to all the necessary approvals being obtained, it is expected that the
proposed unbundling will be implemented in November 2007. The proposed
unbundling may have a material impact on the price of FirstRand`s securities and
accordingly, FirstRand shareholders are advised to exercise caution when dealing
in their FirstRand shares until a further announcement is made, which
announcement is expected on or about 13 September 2007.
Sandton
4 September 2007
Merchant bank and sponsor to FirstRand
Rand Merchant Bank, a division of FirstRand Bank Limited
Financial advisor to Discovery and transaction sponsor
Deutsche Securities (SA) (Proprietary) Limited
Legal advisor to FirstRand
Webber Wentzel Bowens
Legal advisor to Discovery
edward nathan sonnenbergs
Date: 04/09/2007 10:55:01 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.
