| Wed 17 Oct 2007, 17:49 | | FSR / DSY / RMH - FirstRand - Discovery - RMBH - J |
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DSY RMH FSRP FSPP
DSY RMH
FSR / DSY / RMH - FirstRand - Discovery - RMBH - Joint Annoucement: Fairness
Opinions Relating To The Small Related Pary Transactions
FirstRand Limited
(Incorporated in the Republic of South Africa)
(Registration number: 1966/010753/06)
JSE Ordinary Share Code: FSR
JSE ISIN: ZAE000066304
JSE "B" Preference Share Code: FSRP
JSE ISIN: ZAE000060141
JSE "B1" Preference Share Code: FSPP
JSES ISIN: ZAE000070900
NSX Ordinary Share Code: FST
("FirstRand")
Discovery Holdings Limited
(Incorporated in the Republic of South Africa)
(Registration number: 1999/007789/06)
JSE Ordinary Share Code: DSY
JSE ISIN: ZAE000022331
("Discovery")
RMB Holdings Limited
(Incorporated in the Republic of South Africa)
(Registration number: 1987/005115/06)
JSE Ordinary Share Code: RMH
ISIN: ZAE000024501
("RMBH")
Joint announcement regarding:
- the conclusion of the independent professional expert`s opinion statements
in respect of the small related party transactions;
- the unbundling entitlement ratio; and
- revised salient dates and times.
FirstRand, Discovery, and RMBH shareholders are referred to the joint
announcement released on SENS on 4 September 2007 and published in the press on
5 September 2007 and the detailed terms announcement released on SENS on 13
September 2007 and published in the press on 14 September 2007 regarding the:
- disposal by FirstRand of, in aggregate, 21,569,301 Discovery ordinary
shares ("Discovery shares") to Adrian Gore (chief executive officer of
Discovery), Barry Swartzberg (executive director of Discovery) and certain
members of Discovery`s senior management ("Discovery senior management"),
the Discovery Holdings Limited Share Trust ("Discovery share trust") and
RMBH for an aggregate cash consideration of R577.4 million ("FirstRand
disposals");
- unbundling by FirstRand of its 316,357,337 Discovery shares, remaining
after the FirstRand disposals (equating to 53.44% of the entire issued
ordinary share capital of Discovery), to FirstRand ordinary shareholders
("unbundling"); and
- acquisition by RMBH, pursuant to the unbundling of, in aggregate,
49,700,040 Discovery shares from Remgro Limited ("Remgro") and the
FirstRand Black Employee Trust, the FirstRand Staff Assistance Trust, the
FirstRand Black Non-executive Trust and the FirstRand Limited Staff Trust
("FirstRand staff trusts") for an aggregate consideration of R1,330.5
million to be settled in cash and through the issue of new RMBH ordinary
shares by RMBH to Remgro ("RMBH transactions").
1. Small related party transactions
In terms of the JSE Limited`s Listings Requirements ("Listings Requirements"):
- the acquisition of Discovery shares by the Discovery share trust from
FirstRand, in terms of the FirstRand disposals, is categorised as a small
related party transaction for Discovery;
- the acquisition of Discovery shares by Adrian Gore and Barry Swartzberg
from FirstRand, in terms of the FirstRand disposals, is categorised as a
small related party transaction for FirstRand;
- the acquisition of Discovery shares by RMBH from the FirstRand staff
trusts, in terms of the RMBH transactions, is categorised as a small
related party transaction for FirstRand; and
- the issue of new RMBH ordinary shares by RMBH to Remgro in settlement of
the consideration payable for the Discovery shares acquired from Remgro, in
terms of the RMBH transactions, is categorised as a small related party
transaction for RMBH.
(collectively, the "small related party transactions").
In accordance with 10.7(b) of the Listings Requirements, the boards of
Discovery, FirstRand and RMBH appointed KPMG Services (Proprietary) Limited to
act as the independent professional expert to consider the terms and conditions
of the small related party transactions and opine as to whether such terms and
conditions are fair and reasonable to ordinary shareholders of Discovery,
FirstRand and RMBH, as applicable.
The independent professional expert has advised that it has considered the terms
and conditions of the small related party transactions and is of the opinion
that such terms and conditions are fair and reasonable to the ordinary
shareholders of Discovery, FirstRand and RMBH, as applicable.
In compliance with 10.7(c) of the Listings Requirements, the fair and reasonable
opinion statements, containing the limitations and conditions of the independent
professional expert`s opinion, will lie for inspection at the registered offices
of Discovery, FirstRand and RMBH for a period of 28 days following the release
of this announcement.
2. The unbundling entitlement ratio
In terms of the unbundling, FirstRand ordinary shareholders will receive 5.61343
Discovery shares for every 100 FirstRand ordinary shares held on the record date
of the unbundling.
3. Posting of the FirstRand circular and notice of the general meeting
The circular to shareholders of FirstRand regarding the unbundling and providing
information on the FirstRand disposals and the RMBH transactions, including a
notice of general meeting ("FirstRand circular"), will be posted on Monday, 22
October 2007.
The meeting of shareholders convened in terms of the notice of general meeting
attached to the FirstRand circular to vote on the ordinary resolution required
to implement the unbundling is now expected to take place at 10:00 on Wednesday,
7 November 2007 at the FNB Conference and Training Centre, 114 Grayston Drive,
Sandton.
4. Revised salient dates and times
It is anticipated that the remaining suspensive conditions of the unbundling,
the FirstRand disposals and the RMBH transactions will not be fulfiled by
Friday, 2 November 2007, as initially indicated in the detailed terms
announcement. The timetable for the unbundling has been revised accordingly and
the table below sets out the revised salient dates and times for the unbundling.
2007
Circular posted on Monday, 22 October
Last day for receipt of proxy forms Monday, 5 November
for the general meeting by 10:00 on
General meeting to be held at the FNB Wednesday, 7
Conference and Training Centre, 114 November
Grayston Drive, Sandton at 10:00 on
Results of the general meeting Wednesday, 7
released on SENS on November
Results of the general meeting Thursday, 8 November
published in the press on
Last day to trade in FirstRand Friday, 16 November
ordinary shares on the JSE to
participate in the unbundling on
FirstRand ordinary shares trade "ex" Monday, 19 November
their entitlement to unbundled
Discovery shares on
FirstRand ordinary shareholders Monday, 19 November
commence trading their unbundled
Discovery shares on
Record date of the unbundling Friday, 23 November
Dematerialised FirstRand ordinary Monday, 26 November
shareholders will have their accounts
with their CSDP or broker updated
with the unbundled Discovery shares
on or about
Share certificates in respect of the Monday, 26 November
unbundled Discovery shares will be
posted, by registered post, at the
risk of the certificated FirstRand
ordinary shareholder concerned, to
certificated FirstRand ordinary
shareholders on or about
Announcement of specified ratio in Wednesday, 28
respect of the apportionment of the November
cost/base cost of unbundled Discovery
shares for taxation/CGT purposes on
or about
Note:
1. These revised dates and times are subject to change. Any material change
will be released on SENS and published in the press. Any reference to time
is a reference to South African time.
17 October 2007
Johannesburg
Merchant bank and sponsor to FirstRand and RMBH
Rand Merchant Bank, a division of FirstRand Bank Limited
Financial advisor to Discovery and transaction sponsor to Discovery and
FirstRand
Deutsche Securities (SA) (Proprietary) Limited
Sponsor to Discovery
RMB
Legal advisor to FirstRand and RMBH
Webber Wentzel Bowens
Date: 17/10/2007 17:49:17 Produced by the JSE SENS Department.
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