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Fri 12 Nov 2010, 10:44 FSR/MET - FirstRand/Metropolitan/Momentum - Moment
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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