| Wed 31 Mar 2010, 8:46 | | RMH - RMB Holdings - Cautionary announcement regarding a potential restructuring |
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RMH
RMH
RMH - RMB Holdings - Cautionary announcement regarding a potential restructuring
of the RMBH Group
RMB HOLDINGS LIMITED
(Registration number 1987/005115/06)
Share code: RMH ISIN: ZAE000024501
("RMBH")
CAUTIONARY ANNOUNCEMENT REGARDING A POTENTIAL RESTRUCTURING OF THE RMBH GROUP
Shareholders are referred to the announcement published on SENS earlier today by
RMBH`s 30% held associate, FirstRand Limited ("FirstRand").
In that announcement FirstRand advised its shareholders that it has reached
agreement with Metropolitan Holdings Limited ("Metropolitan") to dispose of all
of FirstRand`s ordinary shares in its wholly-owned subsidiary, Momentum Group
Limited, to Metropolitan in consideration for Metropolitan ordinary shares.
Implementation of the proposed merger is subject to a number of conditions
precedent, including where applicable, shareholder and regulatory approvals.
FirstRand anticipates that it will hold approximately 59,5% of the merged entity
("MergeCo"). FirstRand has further advised that following the proposed merger,
it intends to unbundle its entire shareholding in MergeCo to its ordinary
shareholders (the proposed merger and the subsequent unbundling are collectively
referred to herein as the "FirstRand Transaction").
In light of the proposed FirstRand Transaction, RMBH is exploring a number of
consequential restructuring steps to re-align its investment portfolio and to
enhance shareholder value. The steps being explored (the "Potential RMBH
Restructure") include:
1. Investigating, pursuant to the separation of FirstRand`s banking and
insurance interests, the appropriateness of a separation of RMBH`s
insurance and banking interests. Such split could result in:
- the separate listing of a focussed banking investment entity holding
RMBH`s 30% interest in FirstRand`s Banking Group; and
- a listed insurance investment entity ("RMBH Insurance") holding inter
alia RMBH`s interest in MergeCo, the Discovery group (25% interest)
and the OUTsurance group (45% interest).
2. Exploring with selected potential shareholders in MergeCo the possible
exchange of their direct holdings in MergeCo for shares in RMBH Insurance.
It is anticipated that, pursuant to the FirstRand Transaction, RMBH
Insurance will own approximately 18% of MergeCo. The aim will be to restore
RMBH`s effective interest in MergeCo to a level similar to that which it
held prior to the FirstRand Transaction and to avoid any potential
structural value traps. It is envisaged that RMBH Insurance could
ultimately own more than 25% but less than 35% of MergeCo.
CAUTIONARY ANNOUNCEMENT
Shareholders are advised that once detailed information becomes available,
further announcements regarding the Potential RMBH Restructure will be released
on SENS and published in the press. Until then no further comment will be made.
RMBH shareholders should therefore exercise caution when dealing in RMBH shares
until further announcements in this regard are made.
31 March 2010
Merchant bank and sponsor to RMBH
RAND MERCHANT BANK (A division of FirstRand Bank Limited)
Date: 31/03/2010 08:46:02 Produced by the JSE SENS Department.
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