| Thu 21 Jun 2012, 16:00 | | FNB/MMI - FNB Namibia Holdings/MMI Holdings - Disposal by FNB Namibia and |
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MMI
MMI
FNB/MMI - FNB Namibia Holdings/MMI Holdings - Disposal by FNB Namibia and
withdrawal of FNB Namibia cautionary announcement
FNB Namibia Holdings Limited
(Incorporated in Namibia)
(Registration number 88/024)
ISIN: NA0003475176
NSX share code: FNB
("FNB Namibia")
MMI Holdings Limited
(Incorporated in the Republic of South Africa)
(Registration number 2000/031756/06)
ISIN: ZAE000149902
JSE Share Code: MMI
NSX Share Code: MIM
("MMI Holdings")
Disposal by FNB Namibia of its 51% shareholding in Momentum Life Assurance
Namibia Limited to Metropolitan Life Namibia Limited, a subsidiary of MMI
Holdings, and withdrawal of FNB Namibia cautionary announcement
1. INTRODUCTION
Shareholders of FNB Namibia and MMI Holdings are advised that FNB Namibia and
Metropolitan Life Namibia Limited ("Metropolitan Life Namibia"), a subsidiary
of MMI Holdings, have entered into a binding sale of shares agreement
("Agreement") in terms of which FNB Namibia will dispose of its 51%
shareholding in Momentum Life Assurance Namibia Limited ("Momentum Namibia")
to Metropolitan Life Namibia (the "Transaction"). Momentum Namibia conducts
business as a registered long-term insurer in Namibia.
2. THE TRANSACTION
Rationale
Following the unbundling of Momentum Group Limited out of the FirstRand Group
in South Africa, FNB Namibia took a strategic decision to disinvest its stake
in Momentum Namibia. FNB Namibia will, however, continue to offer its clients
long term insurance products through a banc-assurance arrangement with
Metropolitan Life Namibia.
The consolidation of MMI Holdings` insurance operations in Namibia will lead
to improved efficiencies and is in line with international practices for
insurance groups and financial conglomerates. MMI Holdings is excited about
the growth opportunities in Namibia and the Transaction creates a platform to
grow its presence in the country.
Terms of the Transaction
In terms of the Transaction, FNB Namibia will dispose of its 51% shareholding
in Momentum Namibia to Metropolitan Life Namibia. The Transaction has been
approved by the relevant authorities and will be effective from 1 July 2012.
The Transaction is not subject to any suspensive conditions.
Purchase price
The purchase price payable by Metropolitan Life Namibia to FNB Namibia in
terms of the Agreement is N$371 003 319 of which N$28 600 000 will remain
outstanding as a vendor loan, which will be settled out of certain
specifically determined proceeds of the banc- assurance business conducted by
Momentum Life Namibia. The purchase price will be funded through Metropolitan
International, a wholly-owned subsidiary of MMI Holdings, subscribing for 8
073 818 shares in Metropolitan Life Namibia for a total subscription
consideration of N$350 000 000.
3. WITHDRAWAL OF CAUTIONARY ANNOUNCEMENT
FNB Namibia shareholders are further advised that following the release of
this announcement the cautionary announcement dated 16 May 2012 is now
withdrawn.
21 June 2012
Merchant bank and sponsor to MMI Holdings and FNB Namibia
RAND MERCHANT BANK (A division of FirstRand Bank Limited)
Legal advisors to MMI Holdings
Webber Wentzel
Sponsor to MMI Holdings in South Africa
Merrill Lynch South Africa (Proprietary) Limited
Sponsor to MMI Holdings in Namibia
Simonis Storm Securities (Proprietary) Limited
Sponsor to FNB Namibia
IJG Securities (Proprietary) Limited
Member of the NSX
100 Robert Mugabe Avenue
P O Box 186, Windhoek, Namibia
Registration No. 95/505
Date: 21/06/2012 16:00:05 Produced by the JSE SENS Department.
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