| Fri 9 Sep 2022, 8:30 | | FIRSTRAND LIMITED - Finalisation announcement in respect of the scheme |
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Finalisation announcement in respect of the scheme
FIRSTRAND LIMITED
Incorporated in the Republic of South Africa
(Registration number 1966/010753/06)
JSE share code: FSR
ISIN: ZAE000066304
JSE B preference share code: FSRP
ISIN: ZAE000060141
LEI: 529900XYOP8CUZU7R671
(FirstRand or the group)
FINALISATION ANNOUNCEMENT IN RESPECT OF THE SCHEME
Unless otherwise defined in this announcement, words and expressions contained herein shall have the same
meanings as assigned to them in the circular distributed to Shareholders on Monday, 11 July 2022 (Circular).
1. INTRODUCTION
Shareholders are referred to the firm intention announcement released on the Stock Exchange News Service
(SENS) on Friday, 8 July 2022 and the Circular to Shareholders distributed on Monday, 11 July 2022 regarding
two alternative but concurrent offers by FirstRand to acquire all the issued Preference Shares in FirstRand by
way of a repurchase of the Preference Shares to be implemented by way of either (i) a scheme of arrangement
or (ii) a general offer.
2. FULFILMENT OF THE SUSPENSIVE CONDITIONS TO THE SCHEME OF ARRANGEMENT
FirstRand is hereby pleased to announce that all the Scheme Conditions, as detailed in the Circular, have been
fulfilled and/or waived, and accordingly the Scheme has become unconditional.
3. FINAL SCHEME CONSIDERATION
The final cash Scheme Consideration, payable by FirstRand to Scheme Participants per Preference Share
comprising of i) the Repurchase Price of ZAR100 per Preference Share; plus, ii) the Pro Rata Preference
Dividend Amount will be paid to Scheme Participants on Monday, 26 September 2022. An announcement will be
released on SENS on Friday, 16 September 2022, confirming the final Pro Rata Dividend Amount that is to be
paid to the Preference Shareholders as part of the Scheme Consideration.
4. IMPORTANT DATES AND TIMES
FirstRand Shareholders are advised of the following important dates and times which are final, in respect of
the implementation of the Scheme.
2022
Pro Rata Preference Dividend Amount announced on SENS on Friday, 16 September
Last day to trade in order to be recorded on the Register to be eligible to participate
in the Scheme Tuesday, 20 September
Suspension of listing of Preference Shares on the JSE at the commencement of Wednesday, 21 September
trade on
Forms of Surrender and Transfer to be received by the Transfer Secretaries on or Friday, 23 September
before 12h00 on
Scheme Record Date Friday, 23 September
Scheme Participants, who are dematerialised Preference Shareholders, to have Monday, 26 September
their accounts held at their CSDP or broker credited with the Scheme Consideration
on.
Scheme Consideration to be paid to Scheme Participants who are certificated Monday, 26 September
Preference Shareholders (provided their Forms of Surrender and Transfer and
documents of title is received on or prior to 12:00 on the Scheme Record Date) by
EFT on.
Termination of listing of the Preference Shares on the JSE at the commencement Tuesday, 27 September
of trade on.
Notes:
1. All dates and times above are South African dates and times, unless otherwise stated.
2. All of the above dates and times are final. Shareholders will be notified of any amendments to these salient dates and times on SENS.
3. Ordinary Shareholders may not dematerialise or rematerialise their Ordinary Shares between Wednesday, 21 September 2022 and Friday,
23 September 2022, both days inclusive. Preference Shareholders may not dematerialise or rematerialise their Preference Shares after
Friday, 23 September 2022.
5. RESPONSIBILITY STATEMENT
The Independent Board and the Board, collectively and individually, accept responsibility for information
contained in this announcement which relates to FirstRand and, the Scheme and certify that, to the best of their
knowledge and belief, such information is true and that this announcement does not omit any facts that would
make any of the information false or misleading or would be likely to affect the importance of any information
contained in this announcement. The Independent Board and the Board have made all reasonable enquiries to
ascertain that no facts have been omitted and that this announcement contains all information required by law.
Sandton
9 September 2022
EXCLUSIVE FINANCIAL ADVISOR AND SPONSOR
Rand Merchant Bank (a division of FirstRand Bank Limited)
INDEPENDENT SPONSOR
Deloitte & Touche Sponsor Services (Pty) Ltd
LEGAL ADVISOR
DLA Piper Advisory Services (Pty) Ltd
INDEPENDENT EXPERT
KPMG Services (Pty) Ltd
TRANSFER SECRETARY
Computershare Investor Services (Pty) Ltd
Date: 09-09-2022 08:30:00
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