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FSR
FSR
Firstrand Limited - 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: 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 19,088,035 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 19,088,035 additional ordinary shares in the capital of
FirstRand with effect from Wednesday, 5 April 2006.
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 bulk of the preference shares that now fall due for conversion, the
performance measurement period was from end June 1999 to end December 2005.
- In this period, the weighted average FirstRand share price increased by 171%
while the Fini 15 Index grew by 67%.
- 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 R37bn, relative to FirstRand"s market capitalisation at end December 2005
of R96bn.
- Of this value, approximately 1% per cent accrued to the participants and
resulted in 19,1m 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 six
months ended 31 December 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 76.9 76.6 -0.4%
(cents)
Net asset value per share (cents) 520.8 518.8 -0.4%
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.
Declaration of Directors" Interest
In compliance with rule 3.72 of the JSE Listing requirements the following
information is disclosed for Directors who are participants under this tranche
of the Out-performance Scheme:
Director: PK Harris JP Burger
Company: FirstRand Limited FirstRand Bank
Holdings Limited
Nature of interest: Indirect beneficial Indirect beneficial
Date of listing on 5 April 2006 5 April 2006
JSE:
Number of ordinary
shares accruing: 363,433 272,574
Value of transaction: R7,181,436.08 R5,386,062.24
This issue of shares to the directors concerned was, in accordance with standing
procedure, approved by the Chairman of the FirstRand board of directors.
Sandton
5 April 2006
Merchant bank and joint sponsor
Rand Merchant Bank (A division of FirstRand Bank Limited)
Date: 05/04/2006 02:55:05 PM Produced by the JSE SENS Department
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