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FirstRand Limited - Issue and listing of additional ordinary shares
FirstRand Limited
(Incorporated in the Republic of South Africa)
Registration number: 1966/010753/06
JSE Share Code: FSR NSX Share Code: FST
ISIN: ZAE000066304
("FirstRand" or the "Company")
ISSUE AND LISTING OF ADDITIONAL ORDINARY SHARES
Rand Merchant Bank Corporate Finance is authorised to announce that FirstRand
has issued a further 1,465,514 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 Limited ("JSE") has
granted a listing of the 1,465,514 additional ordinary shares in the capital of
FirstRand with effect from Thursday, 27 October 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.
This 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 preference shares that now fall due for conversion, the performance
measurement period was from end June 2002 to end June 2005.
- In this period, the weighted average FirstRand share price increased by 81%
while the Fini 15 Index grew by 50%.
- 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 R15,4bn, relative to FirstRand"s market capitalisation at
end June 2005 of R79,3bn.
- Of this value, approximately 0,15 per cent accrued to the participants and
resulted in 1,5 m FirstRand shares being awarded to them.
It is these FirstRand shares that are now being listed on the JSE.
Financial Impact
Assuming that the additional ordinary shares had been issued for the full year
ended 30 June 2005 (FirstRand"s latest financial reporting period) the impact of
the conversion may be extrapolated as follows:
Before After % Change
Headline earnings per share - basic
(cents) 146.2 146.2 -0.0%
Net asset value per share (cents) 478.6 478.4 -0.0%
Both in absolute terms and in the context of the shareholder value that was
created and / or preserved by the group such dilution is not material. As it
represents part of the superior value realised, existing shareholders continue
to be better off than they would have been had they invested in FirstRand"s peer
group.
Sandton
1 November 2005
Merchant bank and joint sponsor
Rand Merchant Bank (A division of FirstRand Bank Limited)
Date: 01/11/2005 10:53:06 AM Produced by the JSE SENS Department
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