| Thu 8 Apr 2010, 15:38 | | FSR - FirstRand - Announcement regarding the successful placement of Firstrand |
|
FSR
FSR
FSR - FirstRand - Announcement regarding the successful placement of Firstrand
ordinary shares by Firstrand Empowerment Trust
FirstRand Limited
Incorporated in the Republic of South Africa
Registration number: 1966/010753/06
JSE Share Code: FSR (Namibian Stock Exchange: FST)
ISIN: ZAE000066304
("FirstRand" or "the Company")
ANNOUNCEMENT REGARDING THE SUCCESSFUL PLACEMENT OF FIRSTRAND ORDINARY SHARES BY
FIRSTRAND EMPOWERMENT TRUST
Introduction
In terms of the Black Economic Empowerment ("BEE") transaction ("BEE
Transaction") concluded by FirstRand in 2005, FirstRand facilitated the
acquisition of an effective 10% interest in the issued share capital of
FirstRand by:
- FirstRand Empowerment Trust ("FRET") which acquired an effective 6.5%
of FirstRand; and
- black South African employees and non-executive directors who acquired
an effective 3.5% of FirstRand.
FRET comprises the following broad-based BEE groups (collectively referred to as
"the BEE Partners"):
- The Kagiso Charitable Trust and Kagiso Trust Investments (Proprietary)
Limited;
- Mineworkers Investment Trust and Mineworkers Investment Company
(Proprietary) Limited;
- the WDB Group, via WDB Trust and WDB Investment Holdings (Proprietary)
Limited; and
- the FirstRand Empowerment Foundation.
In 2005, FRET raised external funding ("FRET Funding") to finance the
acquisition of 363,800,000 ordinary shares in FirstRand. Pursuant to the
unbundling of Discovery Holdings Limited ("Discovery") by FirstRand in 2007,
FRET became the holders of 20,421,658 ordinary shares in Discovery, in addition
to the 363,800,000 ordinary shares in FirstRand held.
The term of the FRET Funding is now nearing maturity and FRET has commenced a
process to refinance the FRET Funding. As part of the refinancing process,
FRET, after consultation with FirstRand, has decided to repay part of the FRET
Funding with proceeds raised from the disposal of ordinary shares of FirstRand
and Discovery. In repaying a portion of the FRET Funding, FRET and FirstRand
believe that the economics and sustainability of the BEE Transaction will be
enhanced.
Equity placing by FRET
FRET has executed the placement, by means of an accelerated bookbuild offering,
of approximately 77.8 FirstRand ordinary shares at R19.50 per share and 4.4
million Discovery ordinary shares at R34.00 per share ("Equity Placing"). The
Equity Placing realised in aggregate R1,668 million in sale proceeds for FRET
("Sale Proceeds"). FRET will utilise the Sale Proceeds to inter alia repay part
of the FRET Funding.
BEE dilution for FirstRand
As a result of the disposal of ordinary shares in FirstRand by FRET, the
aggregate level of FirstRand`s BEE shareholding will reduce by 1.4% from 10.0%
to 8.6%. Given that FirstRand has a number of operations outside of South
Africa, the BEE shareholding represents 10.0% of FirstRand`s South African
operations.
FRET will continue to hold approximately 286 million ordinary shares in
FirstRand following the Equity Placing (translating into 5.1% of FirstRand).
These shares will be held by FRET until 31 December 2014, in terms of the lock
in provisions of the BEE Transaction agreements.
FirstRand`s commitment to BEE
FirstRand remains committed to BEE and is fully supportive of the Equity
Placing, which forms part of a much larger refinancing transaction.
FirstRand believes that the Equity Placement and resulting repayment of a
significant portion of FRET`s funding enables FRET to raise lower amounts of new
funding at competitive funding rates, which naturally reduces the overall risk
of the BEE Transaction. In addition, it is expected that the refinancing will
also result in greater value for the BEE Partners over the remaining term.
Sandton
8 April 2010
Merchant bank and sponsor
RAND MERCHANT BANK (A division of FirstRand Bank Limited)
Date: 08/04/2010 15:38:01 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.
