RMB HOLDINGS LIMITED - Intention to exercise appraisal rights by dissenting shareholders

Intention to exercise appraisal rights by dissenting shareholders

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

INTENTION TO EXERCISE APPRAISAL RIGHTS BY DISSENTING SHAREHOLDERS

1.    INTRODUCTION

      RMH shareholders (Shareholders) are referred to the finalisation announcement published by
      RMH on SENS on Wednesday, 7 September 2022, advising Shareholders of the fulfilment of all
      conditions precedent to the 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. to Brightbridge Real Estate Limited (Disposal). Shareholders are advised that the
      Disposal has been successively implemented in accordance with the terms set out in the circular
      posted to Shareholders on Monday, 25 July 2022 (Circular).

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

2.    INTENTION TO EXERCISE APPRAISAL RIGHTS BY DISSENTING SHAREHOLDERS

      Pursuant to the Disposal, and as detailed in the Circular, Shareholders entitled to vote on Special
      Resolution Number 1 and who objected to, and voted against, the adoption of Special Resolution
      Number 1 were afforded the right, in terms of and subject to compliance with section 164 of the
      Companies Act, to demand that the Company pay them the fair value for all the Shares held by
      such Shareholders (Appraisal Rights).

      The Board confirms that Dissenting Shareholders holding 20 770 019 Shares have notified the
      Company of their intention to exercise Appraisal Rights and have demanded that their Shares be
      acquired by RMH for cash at fair value in terms of section 164(5) to (8) of the Companies Act.
      RMH is engaging with the relevant Dissenting Shareholders and will keep Shareholders apprised,
      and further announcements will be released on SENS, regarding any updates in respect of the
      process.

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
14 September 2022

Sponsor
Rand Merchant Bank, a division of FirstRand Bank Limited

Legal Advisor
Webber Wentzel

Date: 14-09-2022 04:38:00
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