| Mon 7 Feb 2011, 16:45 | | RMH - RMB Holdings Limited - Dealing in securities by directors: implementation |
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RMH
RMH
RMH - RMB Holdings Limited - Dealing in securities by directors: implementation
of share purchase transaction between directors and senior executives of RMBH
and Firstrand
RMB Holdings Limited
(Incorporated in the Republic of South Africa)
(Registration number: 1987/005115/06)
ISIN: ZAE000024501
Share Code: RMH
("RMBH")
DEALING IN SECURITIES BY DIRECTORS: IMPLEMENTATION OF SHARE PURCHASE TRANSACTION
BETWEEN DIRECTORS AND SENIOR EXECUTIVES OF RMBH AND FIRSTRAND
RMBH and FirstRand Limited ("FirstRand") shareholders were advised on 23
December 2009 of a private transaction in which RMBH and FirstRand directors G T
Ferreira, L L Dippenaar and P K Harris (collectively "the Founders` Consortium")
had agreed to sell 1,2 million RMBH and 22,8 million FirstRand ordinary shares
to a group of senior executives in RMBH and FirstRand (the "Executive Share
Purchase Transaction").
To implement the Executive Share Purchase Transaction, the Founders` Consortium
needed to sell RMBH ordinary shares and acquire FirstRand ordinary shares in the
market. While the terms, rights and obligations of the Executive Share Purchase
Transaction were fixed at that stage, delivery of the underlying RMBH and
FirstRand ordinary shares has to date not taken place as, up to 15 December
2010, either FirstRand and/or RMBH had been trading under a cautionary as a
result of their respective restructurings.
On 15 December 2010, following the RMBH SENS release of the detailed terms of
the RMBH restructuring, Remgro Limited announced that it had reached agreement
to sell FirstRand ordinary shares and MMI Holdings Limited ("MMI") ordinary
shares to the Founders` Consortium in exchange for RMBH ordinary shares (the
"Remgro Exchange Transaction"). All of the conditions of the Remgro Exchange
Transaction have now been fulfilled.
The Founder`s Consortium will use all FirstRand ordinary shares and MMI ordinary
shares acquired in the Remgro Exchange Transaction to meet their delivery
obligations under the Executive Share Purchase Transaction.
Consequently, in compliance with the JSE Limited Listings Requirements, the
following information relating to the implementation of the Remgro Exchange
Transaction is disclosed:
Director : Lauritz Lanser Dippenaar
Company : RMBH
Date of transaction : 4 February 2011
Nature of transaction : Off market sale of securities
Number of securities : 5,208,464
Class of securities : Ordinary shares
Selling price* : R35.88
Total value of transaction : R186,889,072
Nature of interest : Direct and indirect
beneficial
Clearance obtained : Yes
Director : Gerrit Thomas Ferreira
Company : RMBH
Date of transaction : 4 February 2011
Nature of transaction : Off market sale of securities
Number of securities : 5,208,464
Class of securities : Ordinary shares
Selling price* : R35.88
Total value of transaction : R186,889,072
Nature of interest : Direct and indirect
beneficial
Clearance obtained : Yes
Director : Paul Kenneth Harris
Company : RMBH
Date of transaction : 4 February 2011
Nature of transaction : Off market sale of securities
Number of securities : 1,695,779
Class of securities : Ordinary shares
Selling price* : R35.88
Total value of transaction : R60,847,606
Nature of interest : Direct and indirect
beneficial
Clearance obtained : Yes
Note:
(*) 15 day VWAP on the Pricing date.
For the sake of completeness, disclosure of the following transaction in RMBH
ordinary shares, which formed part of the Executive Share Purchase Transaction,
is repeated:
Director : Peter Cooper
Company : RMBH
Date of transaction : 23 December 2009
Nature of transaction : Off market purchase of
securities
Number of securities : 1,200,000
Class of securities : Ordinary shares
Purchase price** : R26.84
Total value of transaction : R32,208,000
Nature of interest : Indirect beneficial
Clearance obtained : Yes
Note:
(**) 30-day volume weighted average prices ruling in middle October 2009 when
discussions were initiated.
The Sellers of the above RMBH ordinary shares were as follows:
LL Dippenaar : 516,000 shares
GT Ferreira : 516,000 shares
PK Harris : 168,000 shares
Johannesburg
7 February 2011
Sponsor
RAND MERCHANT BANK (A division of FirstRand Bank Limited)
Date: 07/02/2011 16:45:01 Produced by the JSE SENS Department.
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