| Tue 22 Sep 2009, 13:27 | | FSR / FSRP / FSPP - FirstRand - Proposed Re-Designation Of The B1 Preference |
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FSR FSRP FSPP
FSR
FSR / FSRP / FSPP - FirstRand - Proposed Re-Designation Of The B1 Preference
Shares As B Preference Shares
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 JSE ISIN: ZAE000070900
NSX Ordinary Share Code: FSR
("FirstRand" or "the Company")
PROPOSED RE-DESIGNATION OF THE B1 PREFERENCE SHARES AS B PREFERENCE SHARES
1. Introduction and rationale
In 2004, FirstRand issued 30 000 000 (thirty million) variable rate non-
cumulative non-redeemable B preference shares ("B preference shares"). In 2005,
the Company issued a further 15 000 000 (fifteen million) variable rate non-
cumulative non-redeemable B1 preference shares ("B1 preference shares").
Economically the B preference shares and B1 preference shares have the same
rights and privileges. However, for reasons unknown to the Company, from time to
time the B preference shares and B1 preference shares trade at different share
prices on the JSE Limited ("JSE").
In order to remove any market perception that the B preference shares and B1
preference shares are economically different, the Company will propose that
specific amendments be made to its Articles of Association thereby facilitating
the re-designation of the B1 preference shares as B preference shares. After
such re-designation, the Company will only have B preference shares in issue
("the proposed re-designation").
In order to give effect to the proposed re-designation, special resolutions
(setting out the specific amendments to the rights and privileges attaching to
the B preference shares which are contained in the Company`s Articles of
Association and re-designating the B1 preference shares as B preference shares)
will need to be passed and registered.
The proposed re-designation will remove any price disparity as well as any
market perception that the B preference shares and B1 preference shares are
economically different.
In addition to the above, the proposed amendments to the Company`s Articles of
Association will enable the Company, to the extent required, to issue further B
preference shares without designating such preference shares as a separate class
with multiple share codes on the JSE.
2. Conditions precedent
The proposed re-designation is subject to:
approval by ordinary shareholders in annual general meeting and by B preference
shareholders and B1 preference shareholders in separate general meetings
("general meetings") of the special resolutions authorising:
the specific amendments to the rights and privileges attaching to the B
preference shares which are contained in the Company`s Articles of Association;
and
the re-designation of the B1 preference shares as B preference shares; and
registration of the special resolutions by the Companies and Intellectual
Property Registration Office.
3. Salient dates
The salient dates for the proposed re-designation are as follows:
2009/2010
Forms of proxy to be received by the Monday, 23 November
transfer secretaries by no later
than 09:00 on
Annual general meeting to be held at 09:00 Wednesday, 25 November
on
General meeting of B preference Wednesday, 25 November
shareholders to be held at 09:30 on
General meeting of B1 preference Wednesday, 25 November
shareholders to be held at 09:45 on
Results of annual general meeting and Wednesday, 25 November
general meetings released on SENS on
Finalisation announcement released on SENS Friday, 18 December
on
Last date to trade in B1 preference shares Thursday, 31 December
to be eligible for the proposed
re-designation on
B1 preference shares suspended on the JSE Monday, 4 January
from commencement of trading on
Commencement of trading of the re- Monday, 4 January
designated B preference shares under ISIN
ZAE000060141 (Share code: FSRP) on
Form of surrender to be submitted by no Friday, 8 January
later than 12:00 on
Record date for the proposed re- Friday, 8 January
designation on
B preference share certificates posted to Monday, 11 January
B1 preference shareholders who hold their
shares in certificated form (provided that
old share certificate/s have been
surrendered to the transfer secretaries by
12:00 on record date) on
B preference shares credited to Monday, 11 January
dematerialised B1 preference
shareholders accounts held at their CSDP
or broker and share balances updated on
Listing of B1 preference shares on the JSE Monday, 11 January
terminated at commencement of trading on
B1 preference share certificates may not be dematerialised or rematerialised
after Thursday, 31 December 2009
These dates are subject to amendments. Any amendments will be published on SENS.
4. Further documentation
The relevant shareholder resolutions referred to in paragraph 2 above will be
set out in FirstRand`s notice of annual general meeting as well as in notices of
separate general meetings of the B preference shareholders and B1 preference
shareholders, all of which notices will be posted to shareholders on or about
1 November 2009.
Sandton
22 September 2009
Merchant bank and sponsor
RAND MERCHANT BANK (A division of FirstRand Bank Limited)
Legal Advisors
Deneys Reitz Attorneys
Date: 22/09/2009 13:27:02 Produced by the JSE SENS Department.
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