| Fri 30 Sep 2005, 17:19 | | RMB Holdings Limited - Cash Distribution Of 100 Ce |
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RMB Holdings Limited - Cash Distribution Of 100 Cents Per Ordinary Share To
Shareholders By Way Of A Reduction Of The Share Premium Account
RMB Holdings Limited
Registration number: 1987/005115/06)
ISIN: ZAE000024501
Share code: RMH
("RMBH" or "the Company")
CASH DISTRIBUTION OF 100 CENTS PER ORDINARY SHARE TO SHAREHOLDERS BY WAY OF A
REDUCTION OF THE SHARE PREMIUM ACCOUNT
1. Introduction and rationale
Shareholders are advised that the RMBH directors have approved a reduction of
the share premium account, subject to the approval of shareholders in a general
meeting, by making payment to shareholders in terms of Section 90 of the
Companies Act(Act 61 of 1973), as amended ("the Act")of
R1 187 808 570, being the equivalent of 100 cents per ordinary share, to its
shareholders recorded in the register as such at 17h00 on Friday 4 November 2005
("the distribution").
The RMBH directors have proposed the distribution as the current level of
capital is surplus to the requirements of the Company and the Group.
2. Condition precedent
The distribution is subject to shareholder approval which approval will be
sought at a general meeting of shareholders to be held in the Boardroom, 4th
Floor, 4 Merchant Place, Cnr Fredman Drive and Rivonia Road, Sandton on Thursday
20 October 2005 at 10h00.
3. Financial effects of the distribution
The table below sets out the unaudited pro forma financial effects of the
distribution on the earnings per share, headline earnings per share, net asset
value per share and tangible net asset value per share, based on the assumptions
below. The unaudited pro forma financial effects are provided for illustrative
purposes only and, because of its nature, may not be a fair reflection of RMBH"s
financial position, after the distribution, nor of its future earnings. The
unaudited pro forma financial effects are the responsibility of the RMBH board.
Actual(i) Pro forma Change
Before the After the
distribution distribution
(cents) (cents) (%)
Headline earnings
per share
- Basic 234,9 230,6(ii) (2)
- Diluted 230,7 226,4(ii) (2)
Earnings per share
- Basic 296,0 291,7(ii) (1)
- Diluted 291,6 287,3(ii) (1)
Net tangible asset 938,4 838,4(iii) (11)
value per share
Net asset value per 1256,9 1156,9(iii) (8)
share
Number of shares in 1188 1188
issue (000"s)
Weighted number of 1188 1188
shares (000"s)
Notes:
(i) As per the published audited results of RMBH for the
year ended 30 June 2005.
(ii) Adjustments to earnings per share and headline earnings
per share have been made on the assumption that:
(a) the distribution to shareholders was done on 1 July
2004;
(b) interest at an average after tax call rate of 4,3%
was foregone on the net cash paid of R1 187 808 570
for the year ended 30 June 2005; and
( c) an income tax rate of 29% was applied.
(iii) Adjustments to net asset value per share and net tangible asset value per
share have been made on the assumption that the distribution to shareholders was
done on 30 June 2005.
4. Salient dates of the distribution
The salient dates of the distribution are as follows:
Results of general meeting released Thursday 20 October 2005
on SENS on
Last day to trade "cum" cash
distribution Friday 28 October 2005
RMBH shares trade ex-distribution Monday 31 October 2005
Record date Friday 04 November 2005
Payment date Monday 07 November 2005
Share certificates may not be dematerialised or rematerialised between Monday 31
October 2005 and Friday 04 November 2005, both days inclusive.
These dates are subject to amendments. Any material amendments will be released
on SENS and published in the press.
5. Circular to shareholders
A circular setting out the full details of the distribution has been posted to
shareholders today, 30 September 2005.
Sandton
30 September 2005
Merchant bank and lead sponsor
RAND MERCHANT BANK (A division of FirstRand Bank Limited)
Reporting accountants
PricewaterhouseCoopers Inc.
Independent sponsor
PricewaterhouseCoopers Corporate Finance (Propietary) Limited
Date: 30/09/2005 05:19:36 PM Produced by the JSE SENS Department
