| Fri 29 Oct 2004, 17:16 | | ABRIDGED PRE-LISTING STATEMENT |
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FIRSTRAND LIMITED - ABRIDGED PRE-LISTING STATEMENT
FIRSTRAND LIMITED
(Incorporated in the Republic of South Africa)
(Registration number 1966/010753/06)
Ordinary share code: FSR ISIN: ZAE000014973
Preference share code: FSRP ISIN: ZAE000060141
(`FirstRand` or `the Company`)
ABRIDGED PRE-LISTING STATEMENT
1. INTRODUCTION
As referred to in FirstRand`s results announcement for the year ended 30 June
2004, published on 14 September 2004 and the announcement relating to the
preference share issue, published on 7 October 2004, the FirstRand board has
resolved to raise equity through the private placement of variable rate
non-redeemable non-cumulative FirstRand `B` preference shares (`preference
shares`).
FirstRand has received irrevocable undertakings from investors to subscribe for
30 000 000 preference shares to be issued in terms of the private placement at
a subscription price of R100,00 each, thereby raising R3 billion.
2. RATIONALE
The FirstRand Group actively manages its capital base in order to enhance
shareholder value through its capital management framework. The issue of the
preference shares will further optimise the level and structure of FirstRand`s
capital base. FirstRand will evaluate the application of the funds raised
through the issue of the preference shares with particular regard to the
following options:
* reduction of existing gearing in FirstRand;
* BEE funding;
* implementation of a share buy-in programme; and
* other growth opportunities.
Decisions in respect of the application of the funds raised through the issue
of the preference shares will be communicated to shareholders in due course.
3. LISTING ON THE JSE SECURITIES EXCHANGE SOUTH AFRICA (`JSE`)
The JSE has granted FirstRand a listing of 30 000 000 preference shares, as
follows:
JSE sector: Specialist Securities - `Preference Shares`
Abbreviated name: `FirstRandB-P`
Share code: FSRP
ISIN: ZAE000060141
The listing is subject to the condition precedent that FirstRand is able to
fulfill the spread requirements of the JSE in respect of preference
shareholders, namely a minimum of 50 public preference shareholders, excluding
employees and their associates.
4. INFORMATION ON FIRSTRAND
FirstRand is an integrated financial services group providing a comprehensive
range of products and services to the South African market and a number of
niche products in certain international markets. The structure of the FirstRand
Group is represented graphically and is advised for you to refer to the press
announcement for details.
5. FIRSTRAND DIRECTORS
The names, ages and business addresses of the directors of FirstRand are given
below:
Full names Age Address
Gerrit Thomas Ferreira 56 1 Merchant Place
Non-executive Chairman Corner Fredman Drive
and Rivonia Road, Sandton
Lauritz Lanser Dippenaar 55 1 Merchant Place
Chief Executive Officer Corner Fredman Drive and
Rivonia Road
Sandton
Vivian Wade Bartlett 61 1 Merchant Place
Non-executive Corner Fredman Drive and
Rivonia Road
Sandton
David John Alastair Craig 56 101 Wigmore Street
Independent non-executive London W1U 1QU
British United Kingdom
Denis Martin Falck 58 Carpe Diem Office Park
Non-executive Quantum Road, Techno-Park
Stellenbosch
Patrick Maguire Goss 56 15 Suffert Street
Independent non-executive Pinetown
Nolulamo (Lulu) Gwagwa 45 1 Merchant Place
Independent non-executive Corner Fredman Drive and
Rivonia Road
Sandton
Paul Kenneth Harris 54 1 Merchant Place
Executive Corner Fredman Drive and
Rivonia Road
Sandton
Michael Wallis King 67 1 Merchant Place
Independent non-executive Corner Fredman Drive and
Rivonia Road
Sandton
Gugu Moloi 36 310 Burger Street
Independent non-executive Pietermaritzburg
Khehla Cleopas Shubane 48 1 Merchant Place
Independent non-executive Corner Fredman Drive and
Rivonia Road
Sandton
Benedict James van der Ross 57 1 Merchant Place
Independent non-executive Corner Fredman Drive and
Rivonia Road
Sandton
Frederik van Zyl Slabbert 64 39 Jan Smuts Avenue
Independent non-executive Parktown
Robert Albert Williams 63 85 Bute Lane
Independent non-executive Sandown, Sandton
6. THE PRIVATE PLACEMENT
6.1 Particulars of the private placement
Subscription price per preference share R100,00
Minimum Rand value of subscription per applicant
acting as principal R100 000
Number of preference shares offered 30 000 000
Amount to be raised in terms of the
private placement R3 000 000 000
6.2 Salient dates and times
2004
Opening date of the private placement (09:00) Monday 1 November
Closing date of the private placement (12:00) Friday 5 November
Listing date (09:00) Wednesday 10 November
7. SALIENT FEATURES OF THE PREFERENCE SHARES
7.1 Voting rights
The holders of the preference shares shall not be entitled to vote, either in
person or by proxy, at any meeting of the Company, by virtue or in respect of
the preference shares, unless any one or more of the following circumstances
prevail at the date of the meeting:
* the preference dividend or any part thereof remains in arrear and unpaid
after seven days from the due date thereof;
* a resolution of the Company is proposed which affects the rights attached to
the preference shares or the interest of the holders thereof including, but not
limited to, a resolution for the winding-up of the Company or reduction of
capital or share premium account; or
* the Company proposes or purports to dispose of the whole or substantially the
whole of the undertaking of the Company or the whole of the greater part of the
assets of the Company.
At every general meeting or adjourned general meeting of the Company at which
ordinary shareholders and preference shareholders are present and entitled to
vote, upon a poll, a preference shareholder shall be entitled to that
proportion of the total votes in the Company which the aggregate amount of the
nominal value of the preference shares held by it bears to the aggregate amount
of the nominal value paid on all shares issued by the Company at the relevant
time.
7.2 Entitlements to dividends
The preference shares shall confer on the holder thereof the right to receive
out of the profits of the Company a non-cumulative preference cash dividend
which shall accrue on a daily basis but shall not be compounded. The preference
dividend will rank in priority to any dividends which after the date of issue
of the preference shares may be declared in respect of any ordinary shares in
the Company but pari passu in respect of any dividends declared on any other
preference shares in the Company.
Save for the first preference dividend, the preference dividends shall, if
declared, be due and payable six-monthly in arrear, on the last Monday of
February and the last Monday of August of each year, provided that if any such
date is not a business day then the immediately preceding day which is a
business day, to preference shareholders recorded in the register on the
business day immediately preceding each dividend payment date.
The first preference dividend, if declared, shall be in respect of the initial
period from the issue date to the immediately following dividend payment date
(both days inclusive).
The preference dividend for each of the preference shares shall be calculated
in arrear in accordance with the following formula:
A= B x C x D x R100,00
365
Where:
A = the preference dividend per preference share;
B = 68% subject to paragraphs 7.3 and 7.4 below;
C = the average prevailing prime rate (per annum, compounded monthly) expressed
as a percentage over the number of days of the relevant period for which the
dividend is payable; and
D = the number of days of the relevant period for which the dividend is payable.
If any preference dividend is not declared by the Company in respect of the
period to which such preference dividend relates, the preference dividend will
not accumulate and will accordingly never become payable by the Company,
whether in preference to payments to any other class of shares in the Company
or otherwise. Notwithstanding the aforegoing, the Company shall, if it fails to
declare a preference dividend in respect of any applicable period, be obliged
to retain in reserve an amount equivalent to the aggregate amount of profits
generated by the Company during such period.
7.3 Changes to the prime rate
In the event that there is a change to the prime rate between the dividend
declaration date and the dividend payment date, the prevailing prime rate at
the declaration date will be applied from the dividend declaration date to the
dividend payment date.
The effect of the aforementioned will be that the preference dividend will not
be adjusted for any changes in the prime rate between the dividend declaration
date and the dividend payment date. FirstRand undertakes that the period
between the dividend declaration date and the dividend payment date will not
exceed 20 business days.
7.4 Changes to tax status
If there is an amendment or amendments to the Income Tax Act that results in the
preference dividends being taxable in the hands of the holders of the
preference shares and which results in payment of the preference dividends
becoming a deductible expense for the Company, provided such amendment is
uniformly applicable to all corporate taxpayers and not only because of the
particular circumstance of the company or any holder of the preference shares,
the percentage of the prime rate will be increased by the Company. Such
increase will be limited to the extent that the Company incurs less cost in
servicing the preference shares, which cost savings it would not have obtained
but for such amendments to the Income Tax Act.
If such amendments to the Income Tax Act do not result in the Company incurring
lesser costs in servicing the preference shares then, notwithstanding that such
amendment may result in a decrease in the after-tax returns of any holder of
the preference shares on its holding of preference shares, no change shall be
made to the percentage of the prime rate.
The Company shall be entitled to require its auditors to verify whether it is
obliged to increase the percentage of the prime rate in accordance with this
provision. The auditors, in deciding whether such increase is required in terms
of this provision, shall act as experts and not as arbitrators and their
decision shall, in the absence of manifest error, be final and binding on the
Company and all holders of the preference shares. The costs of such auditors
shall be borne and paid by the Company.
8. COPIES OF THE PRE-LISTING STATEMENT
Copies of the pre-listing statement can be obtained during normal business
hours from the date of issue of this announcement up to and including Friday,
5 November 2004, from:
the registered office of FirstRand Limited or the lead sponsor
1 Merchant Place PricewaterhouseCoopers
Corner Fredman Drive and Rivonia Road Corporate Finance
Sandton (Proprietary) Limited
2 Eglin Road,
Sunninghill
Alternatively, an electronic copy of the pre-listing statement can be obtained
from: www.firstrand.co.za
Johannesburg
1 November 2004
Merchant bank and sponsor
Rand Merchant Bank
Corporate Finance
A Division of FirstRand Bank Limited
Lead sponsor
PricewaterhouseCoopers
Corporate Finance (Pty) Ltd
(Registration number 1970/003711/07)
Legal advisor
DENEYS REITZ
ATTORNEYS
