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FSR MET
FSR MET
FSR/MET - FirstRand/Metropolitan/Momentum - Momentum and Metropolitan merger:
fulfilment of suspensive conditions and salient dates for implementation of the
transaction
FirstRand Limited
(Incorporated in the Republic of South Africa)
(Registration number 1966/010753/06)
Share code: FSR
ISIN: ZAE000066304
("FirstRand")
Metropolitan Holdings Limited
(Incorporated in the Republic of South Africa)
(Registration number 2000/031756/06)
Share code: MET
ISIN: ZAE000050456
("Metropolitan")
Momentum Group Limited
(Incorporated in the Republic of South Africa)
(Registration number 1904/002186/06)
("Momentum")
Momentum and Metropolitan merger: fulfilment of suspensive conditions and
salient dates for implementation of the transaction
FirstRand and Metropolitan shareholders are referred to the announcement
released on SENS on 1 November 2010 wherein shareholders were advised that
FirstRand, Metropolitan and Momentum (the "Parties") had extended to 30 November
2010 the date for the fulfilment of the suspensive conditions to the proposed
merger of Metropolitan and Momentum (the "Merger") and subsequent unbundling by
FirstRand of its entire shareholding in Metropolitan to its ordinary
shareholders (the "Unbundling"). The Merger and the Unbundling are collectively
hereinafter referred to as the "Transaction".
FirstRand and Metropolitan shareholders are hereby advised that all of the
suspensive conditions to the Transaction have been fulfilled and the Merger will
accordingly be implemented as set out in the timetable below.
Notwithstanding the fact that all the suspensive conditions have been fulfilled
and that the Merger will be implemented, Momentum and Metropolitan have lodged
an application with the Competition Tribunal to vary its order of 4 October 2010
in order to provide clarification on the conditions included in the order.
Momentum and Metropolitan have also lodged an appeal against the order, but will
only make a final decision on whether or not to pursue the appeal once the
Competition Tribunal has ruled on the application for clarification and has
given the reasons for its order of 4 October 2010.
The dates for implementation of the Transaction are set out below.
2010
Metropolitan to issue abridged revised listing Thursday 18 November
particulars for MMI Holdings Limited ("MMI
Holdings") on
951 496 294 new MMI Holdings shares (consideration Wednesday 1 December
shares to be issued to FirstRand in exchange for its
Momentum ordinary shares) listed on the JSE on
Last day to trade in FirstRand ordinary shares on Friday 3 December
the JSE to participate in the unbundling on
FirstRand ordinary shares trade "ex" their Monday 6 December
entitlement to MMI Holdings shares on
FirstRand ordinary shareholders commence trading Monday 6 December
their unbundled MMI Holdings shares on
Record date for FirstRand ordinary shareholders to Friday 10 December
participate in the unbundling of the MMI Holdings
shares on
Dematerialised FirstRand ordinary shareholders will Monday 13 December
have their accounts with their CSDP or broker
updated with the unbundled MMI Holdings shares on
Share certificates in respect of the unbundled MMI
Holdings shares will be posted, by registered post,
at the risk of the certificated FirstRand ordinary Monday 13 December
shareholder concerned, to certificated FirstRand
ordinary shareholders on or about
Announcement of specified ratio in respect of the Wednesday 15 December
apportionment of the cost/base cost of Momentum for
taxation/CGT purposes on or about
12 November 2010
Merchant bank and sponsor to FirstRand and merchant bank to Momentum
RAND MERCHANT BANK (A division of FirstRand Bank Limited)
Legal advisors to FirstRand and Momentum
Webber Wentzel
Independent sponsor to FirstRand
PricewaterhouseCoopers Corporate Finance
Financial advisors and joint transaction sponsors to Metropolitan
JP Morgan Chase Bank
Fidelis Partners
Joint transaction sponsor to Metropolitan
Merrill Lynch South Africa (Pty) Limited
Legal advisors to Metropolitan
Edward Nathan Sonnenbergs
Sponsor in Namibia to FirstRand and Metropolitan
Simonis Storm Securities (Pty) Limited
Date: 12/11/2010 10:33:07 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.
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