| Fri 25 Feb 2011, 12:17 | | RMH - RMB Holdings Limited - Finalisation Announcement |
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RMH
RMH
RMH - RMB Holdings Limited - Finalisation Announcement
RMB Holdings Limited
(Incorporated in the Republic of South Africa)
(Registration number 1987/005115/06)
(Share Code: RMH)
(ISIN: ZAE000024501)
("RMBH" or "the Company")
FINALISATION ANNOUNCEMENT
Shareholders are referred to the Results of general meeting announcement
released on SENS on 18 February 2011 and in the press on 21 February 2011.
Shareholders are advised that 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 to FSL has now been implemented. In terms of such
acquisition RMBH has acquired 136,840,692 FirstRand ordinary shares and
69,715,089 new RMBH ordinary shares were issued to FSL. The new RMBH ordinary
shares were issued and listed on the JSE Limited ("the JSE") on Monday 22
February 2011.
The conditions precedent to the unbundling of RMBH`s interest in RMI Holdings
Limited ("RMI Holdings`) to RMBH`s ordinary shareholders have accordingly now
been fulfilled. RMI Holdings shares will be unbundled to RMBH ordinary
shareholders recorded on the RMBH ordinary register on Friday 11 March 2011 and
the RMI Holdings ordinary shares will list on the JSE at the commencement of
trade on Monday 7 March 2011. The last day to trade in dematerialised RMBH
ordinary shares on the JSE in order to participate in the RMI unbundling is
Friday, 4 March 2011.
In addition the acquisition by RMBH of additional ordinary shares in FirstRand
from FSL, in exchange for the issue to FSL of new RMBH ordinary shares will be
implemented. In terms of such acquisition RMBH will acquire 78,748,743 ordinary
FirstRand shares and 60,412,905 new RMBH ordinary shares will be issued to FSL.
The new RMBH ordinary shares will be issued and listed on Tuesday 16 March 2011.
The acquisition by RMI Holdings of additional ordinary shares in MMI Holdings
Limited from FSL, in exchange for the issue to FSL of new RMI Holdings shares
will also be implemented. In terms of such acquisition RMI Holdings will acquire
105,608,098 MMI Holdings Limited ordinary shares and 134,398,033 new RMI
Holdings ordinary shares will be issued to FSL. The new RMI Holdings ordinary
shares will be issued and listed on Tuesday 16 March 2011.
Post these transactions RMBH will have an issued share capital of 1,411,703,218
ordinary shares and RMI Holdings will have an issued share capital of
1,485,688,346. In addition, RMBH will hold 33.9% of FirstRand and RMI Holdings
will on a fully diluted basis, hold 24.4% of MMI Holdings.
The only outstanding condition precedent to the acquisition by RMI Holdings of
FirstRand`s 45% interest in FirstRand STI Holdings Limited, which is the final
step in the RMBH restructuring, is the approval of the acquisition by the South
African Registrars of Short-Term and Long-Term Insurance.
25 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: 25/02/2011 12:17:01 Produced by the JSE SENS Department.
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