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REM
REM
REM - Remgro - Cautionary Announcement - Remgro And Venfin Limited ("Venfin") In
Discussions Regarding Possible Merger
REMGRO LIMITED
Incorporated in the Republic of South Africa
Registration number 1968/006415/06
ISIN: ZAE000026480
Share code: REM
("Remgro")
CAUTIONARY ANNOUNCEMENT - REMGRO AND VENFIN LIMITED ("VenFin") IN DISCUSSIONS
REGARDING POSSIBLE MERGER
The Boards of Directors of Remgro and VenFin announce that they are engaged in
discussions regarding a possible merger of the two companies.
The boards have proposed that the possible merger will be implemented on a net
asset value ("NAV") basis and will exclude VenFin`s shareholding in Dimension
Data Plc ("Didata").
Didata is VenFin`s only significant interest in a listed company. Prior to the
possible merger, VenFin`s interest in Didata will be transferred to a new
holding company, the shares of which will be held by VenFin shareholders pro
rata to their shareholding in VenFin.
Remgro and VenFin performed detailed valuations on the assets of the companies
and arrived at the respective NAVs of Remgro and VenFin as at 5 June 2009. It
was agreed that this date would be the value date for the transaction. Based on
the NAV of Remgro and VenFin (excluding VenFin`s shareholding in Didata) as at
the value date, it is anticipated that VenFin shareholders will receive 1 Remgro
share for every 6.25 VenFin shares held.
This announcement does not constitute a firm intention by Remgro to make an
offer for VenFin for the purposes of the Securities Regulation Code on Takeovers
and Mergers. The decision to proceed with a merger is subject inter alia to
Remgro and VenFin board approval. Any possible merger between the two companies
will be subject to the successful fulfillment of further conditions precedent,
including obtaining the support of Remgro and VenFin shareholders and all
relevant regulatory approvals.
A further announcement will be made in due course. No further comment will be
made until the publication of this further announcement.
Remgro and VenFin shareholders are advised to exercise caution when dealing in
their securities until a further announcement is made.
8 June 2009
Stellenbosch
Merchant bank and sponsor to Remgro
RAND MERCHANT BANK (A division of FirstRand Bank Limited)
Financial advisor to VenFin
NLA (Newman Lowther & Associates (Pty) Limited)
Attorneys to Remgro
Cliffe Dekker Hofmeyr
Attorneys to VenFin
Webber Wentzel
Date: 08/06/2009 12:45:01 Produced by the JSE SENS Department.
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