| Mon 12 Dec 2011, 10:38 | | RMH/RMI/REM - RMB Holdings/Rand Merchant Insurance |
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RMI REM RMH
RMI REM RMH
RMH/RMI/REM - RMB Holdings/Rand Merchant Insurance/Remgro Limited - Joint
announcement incorporating disclosure of directors` dealings and beneficial
interests in RMBH and RMI ordinary shares
RMB Holdings Limited
(Incorporated in the Republic of South Africa)
Registration number 1987/005115/06
Share code: RMH
ISIN: ZAE000024501
("RMBH")
Rand Merchant Insurance Holdings Limited
(Incorporated in the Republic of South Africa)
Registration number: 2010/005770/06
Share code: RMI
ISIN: ZAE000153102
("RMI")
Remgro Limited
(Incorporated in the Republic of South Africa)
Registration number:
1968/006415/06
Share code: REM
ISIN: ZAE000026480
("Remgro")
Royal Bafokeng Holdings (Proprietary) Limited
(Incorporated in the Republic of South Africa)
Registration number: 2006/006906/07
("RBH")
JOINT ANNOUNCEMENT INCORPORATING DISCLOSURE OF DIRECTORS` DEALINGS AND
BENEFICIAL INTERESTS IN RMBH AND RMI ORDINARY SHARES
RMBH and RMI are pleased to announce the acquisition by RBH of:
- a portion of GT Ferreira, LL Dippenaar and PK Harris` (the "Founders")
direct and indirect shareholdings in RMBH and RMI (the "Founders` Sale");
as well as
- a portion of Remgro`s shareholding in RMBH and RMI (the "Remgro Sale")
(Collectively the "RBH Acquisition").
RBH will, upon completion of these acquisitions, hold a 15% interest in both
RMBH and RMI.
1. INTRODUCTION
During the first quarter of 2011, RMBH completed a group restructuring
culminating in the separate listing of its banking interests via RMBH and of
its insurance interests via RMI (the "RMBH Restructuring").
A key component of the RMBH Restructuring was the acquisition by RBH of a 5.1%
shareholding in RMBH (the "Initial RBH Acquisition"). The Initial RBH
Acquisition was implemented through the subscription for cash by RBH for new
shares in RMBH. Consequential to the RMBH Restructuring, RBH also received a
4.9% shareholding in RMI.
In order to facilitate the acquisition by RBH of an additional interest in
both RMBH and RMI, the Founders, Remgro, and RBH (the "Parties") have entered
into a sale and purchase agreement in terms of which the Founders and Remgro
will sell to RBH a portion of their shareholdings in both RMBH and RMI.
2. RATIONALE FOR THE RBH ACQUISITION
The Parties share a vision of a strategic long term relationship centred on
RMBH and RMI, two of South Africa`s leading financial services investment
holding companies.
As such, they are all committed to the continuing transformation of their
South African businesses and, through the RBH Acquisition, ensuring that the
empowerment credentials of RMBH, RMI and their underlying investments are
significantly enhanced.
The RBH Acquisition is a key next step in enhancing the strategic relationship
between the Parties.
2.1 The Founders and Remgro
As they begin to scale down their active involvement in the RMBH and RMI
groups, the Founders believe that in RBH they have found investors with a
similar investment philosophy and value set and have agreed to make available
a portion of their holdings to RBH.
Remgro, as long term partners of the Founders, agreed to make available a
portion of its holdings to enable RBH to build a larger strategic stake in
both RMBH and RMI.
Post the RBH Acquisition, the Founders and Remgro will retain a significant
shareholding in both RMBH and RMI. Consequently, in conjunction with RBH,
they will continue to build and share in the success of two of South Africa`s
pre-eminent financial services groups.
2.2 RBH
The Initial RBH Acquisition was premised on a joint vision between the Parties
of creating the pre-eminent black influenced financial services group in
Southern Africa with RBH increasing its shareholding over time and potentially
extending the relationship to other areas of co-operation.
The RBH Acquisition furthers this vision and enhances RBH`s strategic interest
in two of South Africa`s premier financial services groups. It constitutes a
major step towards further diversifying the investment portfolio of the Royal
Bafokeng Nation ("RBN") and creating a significantly empowered financial
services platform.
RBH views the underlying companies in which RMBH and RMI are invested in as
market leaders, with strong brands, robust operational fundamentals and good
management teams, which will contribute meaningfully to the economic
sustainability of the RBN.
3. SALIENT TERMS OF THE RBH ACQUISITION
Upon completion, RBH will have acquired ordinary shares in RMBH ("RMBH
Shares") and ordinary shares in RMI ("RMI Shares") for a total cash
consideration of R5,284 million ("Purchase Consideration") comprising
acquisitions through the market (R771.8 million) and acquisitions from Remgro
and the Founders (R4,512 million) as set out below:
3.1 Acquisition of RMBH Shares and RMI Shares through the open market
In the period up to 17 October 2011, RBH acquired 24,361,617 RMBH Shares and
14,972,155 RMI Shares, representing 1.7% and 1.0% of RMBH and RMI`s issued
share capital respectively through the market.
The RMBH Shares and the RMI Shares were acquired at R24.00 per share and
R12.50 per share respectively.
3.2 Acquisition from the Founders and Remgro
The table below summarises the number of RMBH Shares and RMI Shares to be
acquired from the Founders and Remgro by RBH as well as their resultant
shareholdings post the RBH Acquisition:
Party Number of shares sold Current Resultant
shareholding shareholding
RMBH Shares RMI Shares RMBH RMI RMBH RMI
Remgro 50,088,654 68,866,361 31.5% 34.9% 27.9% 30.3%
Founders 64,841,443 66,550,967 13.9% 13.2% 9.3% 8.7%
Total 114,930,097 135,417,328
3.3 Pricing of the RBH Acquisition
RBH will acquire the RMBH Shares and the RMI Shares at a price of R24.32 per
share and R12.68 per share respectively, representing a blended discount of
2.4% to the combined 30-day VWAPs of RMBH and RMI as at 1 December 2011.
3.4 Settlement and transfer of the RMBH Shares and RMI Shares
It is anticipated that the transfer of the RMBH Shares and the RMI Shares will
take place on settlement of the Purchase Consideration by RBH, on or about 20
December 2011.
3.5 Board representation
Pursuant to the RBH Acquisition, the Parties have agreed to support RBH
nominating two directors to each of the RMBH and RMI boards of directors
respectively.
4. NOTIFICATION OF DEALING IN SECURITIES BY DIRECTORS
In compliance with sections 3.63 to 3.66 of the JSE Limited`s Listings
Requirements ("Listings Requirements"), the following dealings in the
securities of RMBH and RMI have taken place by directors of RMBH and RMI:
RMBH RMI
Director: GT Ferreira GT Ferreira
Number of securities: 40,681,212 40,681,212
Class of security: Ordinary Ordinary
Nature of interest: Direct, beneficial Direct, beneficial
(R510,286,982); (R266,054,233);
Indirect beneficial Indirect beneficial
(R479,080,093) (R249,783,536)
Nature of transaction: Sale of shares Sale of shares
Date of transaction: 12 December 2011 12 December 2011
Prior authority to Obtained Obtained
transact:
Price per share: 2,432 cents 1,268 cents
Total transaction value: R989,367,076 R515,837,768
Shareholding:
% of shareholding sold 2.9% 2.7%
Remaining shareholding 2.9% 2.7%
RMBH RMI
Director: LL Dippenaar LL Dippenaar
Number of securities: 9,566,049 11,275,573
Class of security: Ordinary Ordinary
Nature of interest: Indirect, beneficial Indirect, beneficial
Nature of transaction: Sale of shares Sale of shares
Date of transaction: 12 December 2011 12 December 2011
Prior authority to Obtained Obtained
transact:
Price per share: 2,432 cents 1,268 cents
Total transaction value: R232,646,312 R142,974,266
Shareholding:
% of shareholding sold 0.7% 0.8%
Remaining shareholding 5.4% 5.0%
RMBH RMI
Director: PK Harris PK Harris
Number of securities: 14,594,182 14,594,182
Class of security: Ordinary Ordinary
Nature of interest: Direct, beneficial Direct, beneficial
(R34,531,895); (R18,004,294); Indirect
Indirect beneficial beneficial
(R320,398,611) (R167,049,934)
Nature of transaction: Sale of shares Sale of shares
Date of transaction: 12 December 2011 12 December 2011
Prior authority to Obtained Obtained
transact:
Price per share: 2,432 cents 1,268 cents
Total transaction value: R354,930,506 R185,054,228
Shareholding:
% of shareholding sold 1.0% 1.0%
Remaining shareholding 1.0% 1.0%
The transactions set out above were block trades.
5. DISCLOSURE OF BENEFICIAL INTERESTS OF RBH IN RMBH SHARES AND RMI SHARES
In accordance with the Listings Requirements and Section 122(1) of the
Companies Act 71 of 2008, as amended ("Companies Act"), RMBH and RMI
shareholders are advised of the following:
- RBH has notified RMBH that it has increased its holding in RMBH by 10%,
increasing its holding in RMBH from 72,463,768 RMBH Shares to 211,755,482
RMBH Shares. Consequently, RBH`s holding represents 15% less one share of
the voting rights in RMBH; and
- RBH has notified RMI that it has increased its holding in RMI by 10%,
increasing its holding in RMI from 72,463,768 RMI Shares to 222,853,251
RMI Shares. Consequently, RBH`s holding represents 15% less one share of
the voting rights in RMI.
6. DISCLOSURE OF BENEFICIAL INTERESTS OF THE FOUNDERS AND REMGRO IN RMBH
SHARES AND RMI SHARES
In accordance with the Listings Requirements and Section 122(1) of the
Companies Act, RMBH and RMI shareholders are advised of the following:
- GT Ferreira has notified RMBH that he has decreased his holding in RMBH
by 2.9%, decreasing his holding from 81,235,275 RMBH Shares to 40,554,063
RMBH Shares. Accordingly, GT Ferreira`s continuing holding represents
2.9% of the voting rights in RMBH;
- GT Ferreira has notified RMI that he has decreased his holding in RMI by
2.7%, decreasing his holding from 81,235,275 RMI Shares to 40,554,063 RMI
Shares. Accordingly, GT Ferreira`s continuing holding represents 2.7% of
the voting rights in RMI;
- LL Dippenaar has notified RMI that he has decreased his holding in RMI by
0.8%, decreasing his holding from 85,411,625 RMI Shares to 74,136,052 RMI
Shares. Accordingly, Laurie Dippenaar`s continuing holding represents
5.0% of the voting rights in RMI; and
- Remgro has notified RMBH that it has decreased its holding in RMBH by
3.6%, decreasing its holding from 444,520,104 RMBH Shares to 394,431,450
RMBH Shares. Accordingly, Remgro`s continuing holding represents 27.9% of
the voting rights in RMBH.
12 December 2011
Merchant Bank and Sponsor to RMBH, RMI and Remgro
RAND MERCHANT BANK (A division of FirstRand Bank Limited)
Financial adviser to the Founders and Remgro
RAND MERCHANT BANK (A division of FirstRand Bank Limited)
Financial adviser to RBH
Deutsche Bank
Legal adviser to RBH
Prinsloo, Tindle & Andropoulos
Legal adviser to Remgro
Cliff Dekker Hofmeyer
Debt arranger and adviser to RBH
RAND MERCHANT BANK (A division of FirstRand Bank Limited)
Date: 12/12/2011 09:58:16 Produced by the JSE SENS Department.
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