| Fri 6 Jul 2012, 11:09 | | MMI Holdings Limited - Fulfilment of Conditions Precedent of the Existing BBBEE Transaction and and the Announcement of the Offer Price |
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MMI
Fulfilment of Conditions Precedent of the Existing BBBEE Transaction and and the Announcement of the Offer Price
MMI Holdings Limited
(Incorporated in the Republic of South Africa)
(Registration number 2000/031756/06)
JSE share code MMI
NSX share code MIM
ISIN ZAE000149902
Income tax reference number 9752050147
("MMI" or the "Company")
FULFILMENT OF CONDITIONS PRECEDENT TO THE IMPLEMENTATION OF THE
RESTRUCTURING OF THE EXISTING BROAD-BASED BLACK ECONOMIC EMPOWERMENT
("BBBEE") TRANSACTION AND THE ANNOUNCEMENT OF THE OFFER PRICE FOR THE ODD-
LOT OFFER AND VOLUNTARY REPURCHASE OFFER ('OFFERS')
INTRODUCTION
MMI shareholders are referred the terms announcement dated 18 May 2012 wherein the details of the
restructuring of the BBBEE transaction restructuring and the Offers were outlined, as well as the
announcement of the results of the general meeting, dated 18 June 2012.
CONDITIONS PRECEDENT
MMI shareholders are hereby advised that all of the conditions precedent to the BBBEE transaction and
all the conditions precedent to the Offers, including the lodgement of the relevant special resolutions
with Companies and Intellectual Property Commission, have been fulfilled and the BEE transaction and
Offers will be implemented in accordance with the terms set out in the circular to MMI shareholders
dated 18 May 2012 ('Circular').
OFFER PRICE IN RESPECT OF THE OFFERS
The offer price per share in respect of the Offers has been calculated using the volume weighted
average price for an MMI ordinary share ('Share') traded on the JSE over the five trading days
commencing on Thursday, 28 June 2012 and ending on Wednesday, 4 July 2012 (which price was
1812 cents), plus a 10 percent premium of 181 cents ('Offer Price'). Shareholders of MMI are advised
that the gross Offer Price is therefore 1993 cents per share ('Gross Offer Price') and that the net Offer
price is 1694 cents per Share ('Net Offer Price'). Please see the paragraph below titled 'Dividend Tax'
in relation to the Gross Offer Price and determination of Net Offer Price.
Shareholders who elect to sell, or who are deemed to have elected to sell their Shares in terms of the
Offers will each receive either the Gross Offer Price or the Net Offer Price, depending on their status in
relation to dividend tax as detailed below. Shareholders holding less than 100 Shares who do not make
an election on whether or not to sell their Shares in terms of the odd-lot offer in accordance with the
procedure detailed in the Circular will be deemed to have elected to sell their Shares.
DIVIDEND TAX
Shareholders who elect to sell, or who are deemed to have elected to sell, their Shares in terms of the
Offers for a cash consideration will receive:-
1) if they are exempt from dividend tax, the full Gross Offer Price per Share sold; and
2) if they are not exempt from dividend tax, the Net Offer Price per Share sold.
The reason for the lower Net Offer Price is because the Offer Price is subject to the withholding of
dividend tax at a rate of 15 percent, in respect of those shareholders (i.e. beneficial owners) who are
not exempt from dividend tax, and accordingly the Net Offer Price amounts to 1694 cents per Share
after deducting dividend tax at a rate of 15 percent from the Gross Offer Price per Share.
The Offer Price will be paid from revenue reserves and no secondary tax on companies' credits is
available to be used for this purpose.
The issued ordinary share capital of the Company at the declaration date is 1,566,769,805 ordinary
Shares.
SALIENT DATES
The salient dates and times are as follows
Event 2012
Last day to trade in order to participate in the Offers Friday 13 July
Shares trade 'ex' the Offers Monday 16 July
Forms of election and surrender for the Offers to be received by
transfer secretaries by 12h00 Friday 20 July
Offers close at 12h00 Friday 20 July
Record date to determine those shareholders entitled to participate in
the Offers at the close of business Friday 20 July
Implementation of the Offers takes effect after close of business Monday 23 July
Odd-lot holders and voluntary holders with dematerialised Shares will
have their accounts held at their CSDP or broker updated with their
new holding and credited with the offer price Monday 23 July
Payments of the offer price to odd-lot holders and voluntary holders
with certificated shares in respect of their sale Shares Monday 23 July
Results of the Offers released on SENS Monday 23 July
Results of the Offers published in the press Tuesday 24 July
Notes
1. These dates and times are indicated in South African local time.
2. Share certificates may not be dematerialised or rematerialised between Monday 16 July 2012 and
Friday 20 July 2012, both days inclusive.
Centurion
6 July 2012
Merchant bank, transaction sponsor and debt advisor to MMI
Rand Merchant Bank (A division of FirstRand Limited)
Independent sponsor to MMI
Merrill Lynch South Africa Proprietary Limited
Independent reporting accountants
PricewaterhouseCoopers Inc
Legal advisor to MMI
Edward Nathan Sonnenbergs Inc.
Legal advisor to KTH
Webber Wetzel Attorneys
Transaction and debt advisors to KTH
Afterguard Services Proprietary Limited
Independent expert
Ernst & Young
NSX sponsor to MMI
Simonis Storm Securities Proprietary Limited
Date: 06/07/2012 11:09:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE').
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