| Thu 1 Jul 2004, 16:04 | | Disposal of the Ansbacher Group |
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Jse: Fsr
Release Date: 01/07/2004 15:52:32 Code(s): FSR
FirstRand Limited - Disposal of the Ansbacher Group
FirstRand Limited
Registration number: 1966/010753/06
ISIN: ZAE000014973 JSE Code: FSR
(`FirstRand`)
Disposal of the Ansbacher Group
1. Introduction
FirstRand is pleased to announce that it has agreed to dispose of its interest
in Ansbacher Holdings Limited (`the Ansbacher Group`) to Qatar National Bank
(`QNB`), a bank listed on the Qatari Stock Exchange (`the transaction`).
2. Rationale
Over time, the Ansbacher Group has become non-core to the strategic focus of
FirstRand. In July 2003, FirstRand communicated its intention to seek a
strategic partner for the Ansbacher Group that would facilitate and support its
growth aspirations while ensuring business stability.
The transaction fits in with QNB`s long term strategic objectives to grow its
private banking operations. More specifically, the acquisition will enable QNB,
which has branch operations in London and Paris, to expand its presence and
product offerings in the region.
3. Terms of the transaction
3.1 QNB will acquire all of the issued shares in the Ansbacher Group at a
premium of up to GBP15 million to the net asset value of the business (`the
purchase consideration`).
3.2 The purchase consideration will be settled as follows:
Initial consideration
3.2.1 The initial consideration will be based on the net asset value of the
Ansbacher Group at the completion date plus a premium of GBP7,5 million.
3.2.2 Deferred consideration
The residual premium of GBP7,5 million will be based on the performance of
certain of the developing Ansbacher businesses during the 2005 and 2006 calendar
years.
3.3 FirstRand has also entered into a profit sharing arrangement with regards to
the development of a central London property which forms part of the Ansbacher
Group (`the property profit share`).
3.4 All funding commitments provided to the Ansbacher Group by FirstRand will be
replaced by QNB.
3.5 The total proceeds from the transaction, including the repayment of FirsRand
subordinated debt capital in the Ansbacher Group, but excluding the property
profit share, is estimated to be GBP135 million.
3.6 Warranties and indemnities normal for a transaction of this nature have been
agreed.
5. Information on the Ansbacher Group and QNB
The Ansbacher Group is a multi-jurisdictional, wealth management group,
delivering tailored financial solutions internationally. The Ansbacher Group
has operations in the Cayman Islands, the Bahamas, the Channel Islands,
Switzerland and the United Kingdom.
QNB, which is 50% owned by the Qatari Government, is the largest bank in Qatar
with total assets of some $10 billion and controls around 50% of the assets in
the country`s banking system. QNB is rated amongst the top 50 banks in the world
on capital strength and has a long term credit rating of A-.
5. Conditions
The implementation of the transaction is conditional, inter alia, upon:
- obtaining the necessary regulatory approvals including the approval of the
Financial Services Authority in the United Kingdom, the Registrar of Banks in
South Africa, the Central Bank of Qatar and the applicable financial services
regulatory bodies in each of the jurisdictions in which the Ansbacher Group
operates; and
- the net asset value of the Ansbacher Group, at the completion date, being no
less than 50% of the net asset value at 30 June 2004.
Sandton
1 July 2004
Merchant Bank and Sponsor
