| Fri 18 Feb 2011, 11:54 | | RMH - RMB Holdings Limited - Results of the general meeting of RMBH ordinary |
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RMH
RMH
RMH - RMB Holdings Limited - Results of the general meeting of RMBH ordinary
shareholders
RMB Holdings Limited
(Incorporated in the Republic of South Africa)
(Registration number 1987/005115/06)
(Share Code: RMH)
(ISIN: ZAE000024501)
("RMBH" or "the Company")
RESULTS OF THE GENERAL MEETING OF RMBH ORDINARY SHAREHOLDERS
RMBH shareholders are referred to the RMBH circular (including a notice of
general meeting) and the Rand Merchant Insurance Holdings Limited ("RMI
Holdings") pre-listing statement posted to them on 3 February 2011, which
contained, inter alia, information regarding the following:
- the issue of shares for cash to Royal Bafokeng Holdings (Proprietary)
Limited ("Royal Bafokeng") (the "Royal Bafokeng Placement");
- the acquisition by RMBH of additional ordinary shares in FirstRand Limited
("FirstRand") from Financial Securities Limited ("FSL"), a wholly-owned
subsidiary of Remgro Limited, in exchange for the issue of new RMBH
ordinary shares, thereby increasing RMBH`s holding in FirstRand to c.33.9%
(the "FirstRand Acquisition");
- the separation of RMBH`s insurance and banking interests, through the
transfer of RMBH`s insurance interests to a newly incorporated wholly-
owned subsidiary of RMBH, Rand Merchant Insurance Holdings Limited,
(formerly Main Street 796 (Proprietary) Limited ("RMI Holdings") (the "RMBH
Insurance Interests Acquisition");
- the unbundling of RMBH`s shareholding in RMI Holdings to RMBH`s ordinary
shareholders and the separate listing of RMI Holdings on the JSE Limited as
an insurance-focused investment entity (the "RMI Unbundling");
- the subsequent acquisition by RMI Holdings of additional ordinary shares in
MMI Holdings Limited ("MMI Holdings") from FSL, in exchange for the issue
to FSL of new RMI Holdings ordinary shares, increasing RMBH`s holding in
MMI Holdings to c.24.4% (the "MMI Holdings Acquisition"); and
- the acquisition by RMI Holdings of FirstRand`s 45% interest in FirstRand
STI Holdings Limited (the "OUTsurance Acquisition")
collectively hereinafter referred to as the "RMBH Restructuring".
RMBH shareholders are advised that the Royal Bafokeng Placement was successfully
implemented on 9 February 2011 and the board of directors of the Company have
welcomed Royal Bafokeng as a shareholder.
RMBH shareholders are further advised that all of the resolutions required to
implement the RMBH Restructuring, as set out in the notice of general meeting
posted with the RMBH circular, were duly approved by the requisite majorities at
the general meeting of RMBH shareholders held on 18 February 2011. As such, all
the conditions precedent to the FirstRand Acquisition, RMBH Insurance Interests
Acquisition, RMI Unbundling and the MMI Holdings Acquisition (other than those
conditions requiring any other of the transactions to be implemented first) have
now been fulfilled and these transactions will be implemented according to
timetable set out in the RMBH circular.
The Competition authorities of South Africa and the Namibian Registrar of Short-
Term Insurance have approved the OUTsurance Acquisition. Consequently, the only
outstanding condition precedent to the OUTsurance Acquisition (which will be the
final step in the RMBH Restructuring) is the approval thereof by the South
African Registrars of Short-Term and Long-Term Insurance.
18 February 2011
Merchant bank and transaction sponsor
RAND MERCHANT BANK (A division of FirstRand Bank Limited)
Legal advisors
Webber Wentzel
Competition law advisors
Werksmans Inc
Independent sponsor
PricewaterhouseCoopers Corporate Finance (Proprietary) Limited
Independent expert
KPMG Service (Proprietary) Limited
Independent reporting accountants and auditors
PwC Inc
Date: 18/02/2011 11:54:01 Produced by the JSE SENS Department.
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