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FirstRand - Issue And Listing Of Additional Ordinary Shares And Declaration Of
Directors` Interest
FirstRand Limited
(Incorporated in the Republic of South Africa)
Registration number: 1966/010753/06
JSE Share Code: FSR NSX Share Code: FST
ISIN Code: ZAE000066304
(`FirstRand` or the `Company`)
ISSUE AND LISTING OF ADDITIONAL ORDINARY SHARES
AND DECLARATION OF DIRECTORS` INTEREST
Rand Merchant Bank Corporate Finance is authorised to announce that FirstRand
has issued a further 18,241,971 ordinary shares as a result of a conversion of
preference shares under the FirstRand Out-performance Share Incentive Scheme
(the `Out-performance scheme` or the `Scheme`). The JSE Securities Exchange,
South Africa (`JSE`) has granted a listing of the 18,241,971 additional ordinary
shares in the capital of FirstRand with effect from Friday, 27 May 2005.
These new FirstRand ordinary shares arise from the conversion of redeemable,
convertible preference shares previously issued by the Company to selected staff
members under the Out-performance scheme. The rules of the Out-performance
scheme were approved by FirstRand`s shareholders and are incorporated in its
Articles of Association. Under the Scheme, incentive shares accrue to
participants in terms of a formula based on the level of out-performance
achieved by the FirstRand ordinary share price relative to the Fini 15 Index.
The index forms part of the `FTSE-JSE Africa Index Series` administered by the
JSE and is composed of the fifteen largest listed financial services
organisations in South Africa. As such, the index reflects the share price
performance of FirstRand`s peer group.
For the bulk of preference shares that now fall due for conversion, the
performance measurement period was from end June 1999 to end December 2004.
- In this volatile period, the weighted average FirstRand share price
increased by 105% while the Fini 15 Index grew by 32%.
- In the context of FirstRand`s market capitalisation, the out-performance
value that was created for shareholders (relative to their Fini 15 peers)
amounted to some R25,5bn, relative to FirstRand`s market capitalisation at end
December 2004 of R72,3bn.
- Of this value, approximately one per cent accrued to the participants and
resulted in 18,2m incentive shares being awarded to them.
It is these incentive shares that are now being listed on the JSE.
Declaration of Directors` Interest
In compliance with the JSE Listing Requirements the following information is
disclosed for Directors who are participants in the Out-performance Scheme:
Director: LL Dippenaar PK Harris JP Burger
Company: FirstRand FirstRand FirstRand Bank
Holdings Limited
Nature of interest: Indirect Indirect Indirect
Beneficial Beneficial Beneficial
Date of conversion: 27 May 2005 27 May 2005 27 May 2005
Number of ordinary 323 518 323 518 242 638
shares accruing:
Value of R4 296 319 R4 296 319 R3 222 233
transaction:
Clearance obtained: Yes Yes Yes
Sandton
27 May 2005
Merchant bank and sponsor
Rand Merchant Bank (A division of FirstRand Bank Limited)
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