RMB HOLDINGS LIMITED - Finalisation announcement in respect of the disposal

Finalisation announcement in respect of the disposal

RMB Holdings Limited
(Incorporated in the Republic of South Africa)
(Registration Number: 1987/005115/06)
Share Code: RMH
ISIN: ZAE000024501
("RMH" or the "Company")

FINALISATION ANNOUNCEMENT IN RESPECT OF THE DISPOSAL

1.      INTRODUCTION

1.1     RMH shareholders (Shareholders) are referred to:

1.1.1   the circular posted to Shareholders on Monday, 25 July 2022 (Circular) in
        connection with the proposed disposal by RMH Property Holdco 2 Proprietary
        Limited, a subsidiary of RMH, of all the shareholder loan claims and the A ordinary
        shares held by it in Atterbury Europe Holding B.V. (Atterbury Europe) (representing
        37.5% of the total issued A ordinary shares in Atterbury Europe) to Brightbridge Real
        Estate Limited for a purchase consideration amounting to ZAR1 750 000 000 and
        on terms and conditions customary for transactions of this nature
        (the Disposal); and

1.1.2   the announcement published by RMH on SENS on Tuesday, 23 August 2022,
        advising Shareholders of the voting results from the general meeting of
        Shareholders and confirming that all the ordinary and special resolutions required
        to give effect to the Disposal were duly approved by the requisite majority of votes.

1.2     Unless expressly defined in this announcement, or the context indicates otherwise,
        capitalised terms herein have the meanings ascribed to them in the Circular.

2.      FULFILMENT OF THE CONDITIONS PRECEDENT TO THE DISPOSAL

        The RMH Board is pleased to announce that all the conditions precedent to the Disposal have
        been fulfilled and the Takeover Regulation Panel has today, Wednesday, 7 September 2022,
        issued a compliance certificate in terms of section 119(4)(b) and 121(b) of the Companies Act in
        respect of the Disposal. RMH will accordingly proceed with the implementation of the Disposal in
        accordance with the terms set out in the Circular.

3.      RESPONSIBILITY STATEMENT

        The RMH Board and the Independent Board accepts full responsibility for the accuracy of the
        information contained in this announcement. In addition, the RMH Board and the Independent
        Board confirm that to the best of its knowledge and belief, the information contained in this
        announcement, is true and correct and, where appropriate, does not omit anything that is likely
        to affect the importance of the information contained herein, and that all reasonable enquiries to
        ascertain such information has been made.

Sandton
7 September 2022

Sponsor
Rand Merchant Bank, a division of FirstRand Bank Limited

Legal Advisor
Webber Wentzel

Date: 07-09-2022 12:39:00
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