| Thu 18 Nov 2010, 15:35 | | FSR/MET - FirstRand/Metropolitan - Abridged listing particulars |
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FSR MET
FSR MET
FSR/MET - FirstRand/Metropolitan - Abridged listing particulars
FirstRand Limited
(Incorporated in the Republic of South Africa)
(Registration number 1966/010753/06)
Share code: FSR ISIN: ZAE000066304
("FirstRand")
Metropolitan Holdings Limited
(to be renamed MMI Holdings Limited)
(Incorporated in the Republic of South Africa)
(Registration number 2000/031756/06)
Current share code: MET Current ISIN: ZAE000050456
Share code with effect from 29 November 2010: MMI
ISIN with effect from 29 November 2010: ZAE000149902
("Metropolitan" or "the Company")
Momentum Group Limited
(Incorporated in the Republic of South Africa)
(Registration number 1904/002186/06)
("Momentum")
Abridged listing particulars
1. Introduction
Shareholders of FirstRand and Metropolitan are referred to the announcement
released on SENS on 12 November 2010 wherein they were advised of the fulfilment
of the suspensive conditions required to implement the merger between
Metropolitan and Momentum (the "Merger") and the subsequent unbundling by
FirstRand of its shares in MMI Holdings (the "Unbundling"). The Merger and the
Unbundling are collectively hereinafter referred to as the "Transaction".
Shareholders are advised that, with effect from 29 November 2010, Metropolitan
will be renamed MMI Holdings Limited ("MMI Holdings").
These abridged listing particulars are not an invitation to the public to
subscribe for shares in MMI Holdings but are issued in compliance with the JSE
Listings Requirements for the purpose of providing information to the public on
MMI Holdings.
2. Change of name
In terms of a special resolution passed by the shareholders of the Company and
registered by the Companies and Intellectual Property Registration Office, the
Company`s name will be changed to MMI Holdings. The change of name will be
effective on the JSE from 29 November 2010 and trade in MMI Holdings shares
under the JSE share code "MMI", NSX code "MIM", ISIN ZAE000149902 and
abbreviated name "MMI Hldgs" will commence on that date.
A circular was posted to certificated shareholders of Metropolitan on 15
November 2010 to enable such shareholders to surrender their Metropolitan share
certificates in order to receive replacement MMI Holdings share certificates.
Holders of dematerialised Metropolitan shares do not need to take any action as
their accounts with their CSDP or broker will be automatically updated to
reflect the change of name.
3. Overview of MMI Holdings
MMI Holdings provides insurance-based financial services in South Africa and
Africa. The core business divisions of MMI Holdings are long-term insurance
(upper, middle and lower income groups), international, asset management,
corporate and health. MMI Holdings is the third largest insurer in South Africa
with aggregate on balance sheet assets of approximately R279 billion and an
aggregate published embedded value of approximately R29 billion. Both the
Metropolitan and Momentum brand names will continue to be used as client-focused
brands in the appropriate business units.
4. Directors
The names of the persons who will be directors of MMI Holdings with effect from
2 December 2010 are set out below:
Executive directors
Nicolaas Kruger
Chief executive officer
Business address
MMI Holdings Offices, 268 West Avenue, Centurion
Academic qualifications
BCom, FFA, FASSA, Advanced Management and Leadership Programme (Oxford)
Experience
Nicolaas Kruger started his career at Momentum as an actuarial assistant in July
1991. He qualified as an actuary in 1992 through the Faculties of Actuaries in
Scotland. He was appointed as chief actuary of Momentum in 1997. He obtained
wider management experience as CEO of Momentum`s employee benefits and health
divisions. Nicolaas became chief financial officer of Momentum in 2007. He was
appointed chief executive officer of Momentum with effect from 1 January 2009.
He is currently a board member of Association of Savings and Investments SA
("ASISA").
Wilhelm van Zyl
Deputy chief executive officer
Business address
MMI Holdings Offices, 7 Parc du Cap, Mispel Road, Bellville, Cape Town
Academic qualifications
BCom, Fellow of the Institute of Actuaries, AMP (Harvard)
Experience
Wilhelm van Zyl was appointed as managing director of Metropolitan Odyssey in
1999 following the acquisition of Commercial Union Life and Protea Life.
Thereafter he was appointed as Metropolitan group actuary in 2001 before
becoming head of the group`s corporate business in 2006. He was appointed group
chief executive of Metropolitan in April 2008 and is the managing director of
Metropolitan Life Limited.
Preston Speckmann
Group finance director
Business address
MMI Holdings Offices, 7 Parc du Cap, Mispel Road, Bellville, Cape Town
Academic qualifications
BCompt (Hons), CA(SA)
Experience
Preston Speckmann was appointed as group finance director of Metropolitan in
1999 and has served on the Metropolitan board since 1999. He was previously an
audit partner at Coopers & Lybrand and held a senior position at Old Mutual
where he was responsible for the accounting aspects of their demutualisation and
listing.
Morris Mthombeni
Chief executive officer: Investments
Business address
MMI Holdings Offices, 268 West Avenue, Centurion
Academic qualifications
BJuris, BProc, LLB, Master of Business Administration (Finance)
Experience
Morris Mthombeni has been employed in insurance-based financial services since
1991. He has gained experience in retail insurance, employee benefits, health
and investments. He was employed at Liberty Life from 1991 to 1999. He joined
Cubed Asset management in 1999 which was later acquired by Momentum in 2005. He
has held several middle and senior management positions including Legal and
Technical Advices, head of Institutional Business and chief executive officer of
various business units since 2003. He was appointed as the chief executive
officer of Momentum Investments Cluster in July 2008.
Non-executive directors
Laurie Dippenaar
Chairman
Business address
4 Merchant Place, Corner Fredman Drive and Rivonia Road, Johannesburg
Academic qualifications
MCom, CA(SA)
Experience
Laurie Dippenaar graduated from Pretoria University, qualified as a chartered
accountant with Aiken & Carter (now KPMG) and spent three years with the
Industrial Development Corporation before becoming a co-founder of Rand
Consolidated Investments ("RCI") in 1977. RCI acquired control of Rand Merchant
Bank ("RMB") in 1985 and he became an executive director. He was appointed
managing director of RMB in 1988, a position he held until 1992 when RMB
Holdings acquired a controlling interest in Momentum Life Assurers. He served as
executive chairman of that company from 1992 until the formation of FirstRand in
1998. He was appointed as the first chief executive of FirstRand and held this
position until the end of 2005 when he assumed a non-executive role. He was
elected to the position of chairman of FirstRand in November 2008.
Johan Burger
Non-executive director
Business address
4 Merchant Place, Corner Fredman Drive and Rivonia Road, Johannesburg
Academic qualifications
BCom (Hons), CA(SA)
Experience
Johan Burger graduated from Rand Afrikaans University in 1983 and qualified as a
chartered accountant after serving articles with PricewaterhouseCoopers Inc. He
joined Rand Merchant Bank in 1986 and was appointed as an executive director in
1995. Following the formation of FirstRand in 1998, he was appointed financial
director of the FirstRand Banking Group. In January 2009, he was appointed to
the board of FirstRand Limited as financial director and assumed the additional
role of group chief operating officer in June 2009.
Blignault Gouws
Independent non-executive director
Business address
No 55 Waterkloof 101 Estate, Johann Rissik Drive, Waterkloof Ridge, Pretoria
Academic qualifications
B.Science, Fellow of the Faculty of Actuaries in Scotland, AMP (Oxford), Fellow
of the Actuarial Society of South Africa
Experience
Blignault Gouws started his career in 1964 in the actuarial department of
Sanlam. He later joined DJ Malan & Partners, actuarial consultants and became a
partner. He joined Momentum Life in 1983 as a general manager and later became
managing director in 1985. He previously served as a Council member and
President of the Actuarial Society of South Africa. He was managing director of
Lifegro, a subsidiary of Momentum Life and became executive deputy chairman of
Momentum Life following the take-over of Lifegro in 1988. Blignault has served
on the management committee of the Life Offices Association of South Africa.
Paul Harris
Non-executive director
Business address
2 Merchant Place, Corner Fredman Drive and Rivonia Road, Johannesburg
Academic qualifications
MCom
Experience
Paul Harris graduated from the University of Stellenbosch and joined the
Industrial Development Corporation. He was a co-founder of Rand Consolidated
Investments ("RCI") in 1977. RCI acquired control of Rand Merchant Bank ("RMB")
in 1985 and he became an executive director. He spent four years in Australia
where he founded Australian Gilt Securities (later to become RMB Australia) and
returned to South Africa in 1991 as deputy managing director of RMB. In 1992, he
took over as chief executive officer of RMB. Subsequent to the formation of
FirstRand, he was appointed chief
executive officer of FirstRand Bank Holdings in 1999, a position he held until
December 2005 when he was appointed chief executive officer. He retired in
December 2009.
Fatima Jakoet
Independent non-executive director
Business address
53 Rokeby Road, Rondebosch East
Academic qualifications
BSc, CA(SA)
Experience
Fatima Jakoet runs her own business consulting practice. She was formerly a
general manager at both Denel and Eskom.
Kgomotso Matseke
Non-executive director
Business address
Kagiso, PO Box 55276, Northlands, 2116
Academic qualifications
BProc, LLB
Experience
Kgomotso Matseke is the group managing director of Kagiso Trust Investments.
Previously, he served as the head of the Actis Africa Empowerment Fund ("AAEF"),
a division of private equity firm Actis Africa Limited, a fund aimed at funding
black-owned companies. He joined Actis in 2005 and was instrumental in the
establishment of the AAEF. Kgomotso has 11 years of significant empowerment
financing and emerging markets experience. He has extensive expertise in BEE
transaction negotiation, restructuring, funding and managing investments across
several industries including financial services, transport and logistics,
mining, property, engineering, petrochemicals and infrastructure.
Jabu Moleketi
Independent non-executive director
Business address
2nd Floor, 9 Fricker Road, Illovo Boulevard, Illovo
Academic qualifications
AMP (USA), Master of Science degree in Financial Economics (University of
London), Post Graduate Diploma in Economic Principles (University of London),
Senior Military Management Course (up to Guerrilla Bridge Commander) USSR
Experience
Jabu Moleketi was the Deputy Minister of Finance in South Africa from 2004 to
2008. He was instrumental in founding BlueIQ, which has been responsible, inter
alia, for the Gautrain project. In 2004, he was appointed chairman of the Public
Investment Corporation and served in this capacity for four years. He was the
South African government representative in the SA Customs Union ("SACU")
ministerial meeting for four years. He was also an Alternate Governor of the IMF
representing South Africa from 2004 to 2008. He was a member of the FIFA 2010
Local Organising Committee ("LOC") board and on the executive committee of the
LOC board. He was also the chairman of the finance and procurement committee of
the LOC board of directors. He is currently the chairman of Brait, Harith Fund
Management Company and the Development Bank of South Africa.
Syd Muller
Independent non-executive director
Business address
2 Swift Lane, Steenberg Estate, Tokai Road, Tokai, 7945
Academic qualifications
BCom (Hons), CA(SA), Master of Business Administration, AMP (Harvard)
Experience
Syd Muller was formerly the chairman of Woolworths Holdings and a director of
other companies in the Wooltru group. He serves on the board of Metropolitan
International and on the audit, investment and human resources and empowerment
subcommittees of Metropolitan. He is also active on the boards of a number of
private companies.
John Newbury
Independent non-executive director
Business address
PO Box 911, Northlands, 2116
Experience
John Newbury serves on the boards of various companies, including Super Group,
Tracker, SAIL Group, InVenFin, National Airways Corporation and Metropolitan
Health.
Johnson ("JJ") Njeke
Deputy chairman
Business address
Bally Oaks Office Park, 35 Ballyclare Drive, Bryanston 2021
Academic qualifications
BCom, BCompt(Hons), CA(SA), HDip Tax
Experience
JJ Njeke is the former group managing director of Kagiso Trust Investments and
is currently chairman of Silver Unicorn Trading. He is a past chairman of the
South African Institute of Chartered Accountants and of its education committee.
He was an audit partner at PricewaterhouseCoopers for six years.
Sizwe Nxasana
Non-executive director
Business address
4 Merchant Place, Corner Fredman Drive and Rivonia Road, Johannesburg
Academic qualifications
BCom, BCompt (Hons), CA(SA)
Experience
Sizwe Nxasana started his career at Unilever. In 1989 he established Sizwe & Co,
the first black-owned audit practice in KwaZulu-Natal. In 1996 he became the
founding partner of Nkonki Sizwe Ntsaluba, the first black owned national firm
of accountants and was national managing partner until 1998 when he joined
Telkom SA as chief executive officer. He held this position until August 2005.
He joined the board of FirstRand Bank Holdings in 2003 and was appointed chief
executive officer with effect from January 2006. In February 2006, he was
appointed as an executive director of FirstRand. Sizwe was appointed chief
executive officer of FirstRand Limited in January 2010.
Khehla Shubane
Independent non-executive director
Business address
14 Cole Street, Kensington
Academic qualifications
BA (Hons), Master of Business Administration
Experience
Khehla Shubane is self employed as a consultant. He has subcontracted in
research on local governments and low income housing. From 2004 to 2007, he was
the chief executive officer of BusinessMap Foundation, a monitoring and research
organisation focusing on Black Economic Empowerment ("BEE"). Khehla joined
Simeka, a general management consultancy firm, in 2001. He assisted in setting
up a consulting business in Simeka`s financial services area, specifically
focusing on asset management. He also worked for the Nelson Mandela Foundation
as chief executive officer from 1999 to 2001. From 1995 to 1996, Khehla was a
member of the Soweto Civic Association, a body representing the local community.
Frans Truter
Independent non-executive director
Business address
197 Canopus Street, Waterkloof Ridge, Pretoria
Academic qualifications
BCom (Hons), CA(SA) AMP (Oxford)
Experience
Frans Truter was an associate director at Deloitte and also worked at the SA
Reserve Bank. He joined Momentum in 1988 as chief financial officer and was
involved with the transactions to acquire Lifegro (1988), Southern Life (1998),
Sage (2004) and Sovereign Health (2005). He has also served as executive
director of strategic investments at Momentum. Frans resigned as an executive
from Momentum Group in 2007. Frans is currently involved in certain private
equity investments.
Benedict van der Ross
Independent non-executive director
Business address
4 Merchant Place, Corner Fredman Drive and Rivonia Road, Johannesburg
Experience
Benedict van der Ross has a diploma in Law from the University of Cape Town and
was admitted to the Cape Side Bar as an attorney and conveyancer. He practiced
for his own account for 16 years. He became an executive director with the Urban
Foundation for five years up to 1990 and thereafter of the Independent
Development Trust where he was deputy chief executive officer from 1995 to 1998.
He acted as chief executive officer of the South African Rail Commuter
Corporation from 2001 to 2003 and as chief executive
officer of Business South Africa from 2003 to 2004. He served on the board of
The Southern Life Association from 1986 until the formation of the FirstRand
Group in 1998.
Johan van Reenen
Independent non-executive director
Business address
PO Box 12588, Die Boord, Stellenbosch, 7613
Academic qualifications
BSc (Hons), Master of Business Administration
Experience
Currently executive director of Imalivest, Johan van Reenen has a wealth of
expertise and experience in investment banking and asset management, both
locally and internationally.
Mary Vilakazi
Independent non-executive director
Business address
11 Hillrise Road, Pinelands, 7405
Academic qualifications
BCom (Honours), HDip Auditing, CA(SA)
Experience
Mary Vilakazi is the chief financial officer of the Mineral Services ("MS
Group"), where she is also a director of some of the group subsidiaries. She
also serves as the chief executive officer of the Zenzele Development Trust, a
trust founded by the MS Group. Prior to joining the MS Group, Mary was an audit
partner at PricewaterhouseCoopers until September 2008, where she gained
extensive experience in the audit of financial services companies. Mary is a
member of the Council of the SA Institute of Chartered Accountants (Southern
Region). At present she serves on the Minister of Finance`s Long-term Insurance
Advisory Committee as well as on the audit committee of the Council of
Conciliation, Mediation and Arbitration.
5. Share capital
Metropolitan will issue 951 496 294 ordinary shares to FirstRand and these
shares will be listed on the JSE on 1 December 2010. The issued and authorised
share capital of MMI Holdings on 1 December 2010 will be as follows:
Rand
Authorised share capital
2 000 000 000 ordinary shares of 0.0001 cent each 2 000
105 700 000 preference shares of 0.0001 cent each 106
Issued share capital
1 504 465 731 ordinary shares of 0.0001 cent each 1 504
100 081 139 preference shares of 0.0001 cent each 100
6. Further documentation
The full revised listing particulars relating to MMI Holdings were posted to
Metropolitan and FirstRand shareholders on 6 September 2010. Copies of the full
revised listing particulars are available from the registered offices of
Metropolitan and FirstRand until 29 November 2010. An electronic version of the
full revised listing particulars can be downloaded from
(http://www.metropolitanholdings.co.za/ir/default.asp) and
(http://www.firstrand.co.za/143/metropolitan-and-momentum-merger/)
18 November 2010
Financial advisors to Metropolitan
JP Morgan Chase Bank
Fidelis Partners Limited
Merchant bank and sponsor to FirstRand and merchant bank to Momentum
RAND MERCHANT BANK (A division of FirstRand Bank Limited)
Legal advisors to Metropolitan
Edward Nathan Sonnenbergs
Legal advisors to FirstRand and Momentum
Webber Wentzel
Sponsor to Metropolitan
Merrill Lynch South Africa (Pty) Limited
Independent sponsor to FirstRand
PricewaterhouseCoopers Corporate Finance
Sponsor in Namibia to FirstRand and Metropolitan
Simonis Storm Securities (Pty) Limited
Date: 18/11/2010 15:35:02 Produced by the JSE SENS Department.
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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,
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