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RMB HOLDINGS LIMITED - Summarised,unaudited interim results and cash dividend declaration for the six months ended 31 December 2014

Release Date: 05/03/2014 08:00
Code(s): RMH     PDF:  
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Summarised,unaudited interim results and cash dividend declaration for the six months ended 31 December 2014

RMB HOLDINGS LIMITED
("RMH")
(Incorporated in the Republic of South Africa)
Registration number: 1987/005115/06
JSE Ordinary share code: RMH
ISIN code: ZAE000024501

SUMMARISED, UNAUDITED INTERIM RESULTS ANNOUNCEMENT AND cash dividend declaration for the six months ended 31 December 2013

Normalised earnings +22% to 205.8 cents per share

Dividend +52% to 100 cents per share

Intrinsic value +16% or 4 775 cents per share

RMH at a glance

RMH's sole interest is its 33.9% investment in separately listed FirstRand Limited (FirstRand), generally regarded as Southern Africa's pre-eminent financial services
group.

FirstRand comprises a portfolio of leading financial services franchises, including:
- First National Bank (FNB), the retail and commercial bank;
- Rand Merchant Bank (RMB), the corporate and investment bank;
- WesBank, the instalment finance business; and
- Ashburton Investments, the newly-established investment management business.

Basis of preparation

This report covers the unaudited financial results of RMH for the six months ended 31 December 2013. It is based on International Financial Reporting Standards
(IFRS).

The primary results and accompanying commentary are presented on a normalised basis. RMH believes this most accurately reflects underlying economic
performance. The normalised earnings have been derived from unaudited, restated IFRS financial results. A reconciliation of the adjustments made to derive
normalised earnings is presented in the accompanying schedules. IFRS 10 Consolidated Financial Statements, IFRS 11 Joint Arrangements and amendments to IAS
19 Employee Benefits became effective for financial year ends commencing on or after 1 January 2013. Although these amendments did not impact the
company's financial results it did impact those of FirstRand. These amendments are applied retrospectively and consequently, it has led to the restatement of the
30 June 2013 and 31 December 2012 results. Details of these restatements can be found in the accompanying schedules.

Ellen Marais, CA(SA), prepared these financial results under the supervision of Peter Cooper, CA(SA).

Operating environment

The South Africa macroeconomic environment for the first six months of the financial year continued to be challenging. From a local economic perspective we
had to contend with a far less benign global financial environment. South Africa with its current account deficit and large financing requirement, was particularly
vulnerable to slowing capital flows and the rand weakened rapidly. This placed upward pressure on inflation and led to the South African Reserve Bank's decision
to increase the repo rate by 50 basis points in January 2014.

These external headwinds, combined with a slowdown in real income growth, resulted in continued pressure on South African households. GDP growth in South
Africa remained subdued. Capacity constraints and labour market unrest negatively impacted the supply side of the economy.

In the rest of the sub-Saharan region, growth has generally continued on a robust trend, led by strong domestic demand and commodity exports.

Overview of results

RMH produced satisfying results for the six months ended 31 December 2013, achieving an increase of 22% in normalised earnings per share to 205.8 cents
(R2.9 billion), over the previous period.

This outcome was driven by the steady performance of FirstRand which continued to benefit from good operational performances from all three of its main
operating franchises despite the deteriorating macroeconomic environment.

The interim dividend increased by 52% to 100 cents per share.

Sources of income

FirstRand's well-diversified income stream is drawn from the full spectrum of banking services and is predominantly sourced from Southern Africa. RMH's interest
therein may be extrapolated as follows:

SEGMENTAL INFORMATION
                                                                                                                                  For the
                                                                                                For the six months ended       year ended
                                                                                                      31 December                 30 June
R million                                                                                       2013        2012     % change        2013
FNB                                                                                            4 769       4 016           19       8 124
RMB                                                                                            2 268       1 943           17       4 471
WesBank                                                                                        1 406       1 389            1       2 834
Other                                                                                            248        (105)        >100          (9)
FirstRand normalised earnings                                                                  8 691       7 243           20      15 420
Attributable to RMH                                                                            2 945       2 455           20       5 226
Corporate Center                                                                                 (39)        (66)           -        (119)
RMH normalised earnings                                                                        2 906       2 389           22       5 107
Underlying intrinsic value

RMH's intrinsic value reflected the strong growth experienced over the period in financial sector equity values:

as at                                                                                                  31 December                30 June
R million                                                                                       2013        2012     % change        2013
Market value of listed interest (FirstRand)                                                   68 565      59 223           16      55 269
Net funding                                                                                   (1 141)     (1 320)         (14)     (1 172)
Total intrinsic value                                                                         67 424      57 903           16      54 097
Intrinsic value per share (cents)                                                              4 775       4 101           16       3 831

Over the year to 31 December 2013 RMH's market capitalisation increased by 19% and at that date amounted to R68.3 billion or 4 835 cents per share
(December 2012: R57.5 billion). This represented a 1.2% premium (December 2012: 0.7% discount) to RMH's underlying intrinsic value.

At 31 December 2013 net borrowings carried at the corporate center amounted to R1.14 billion of which the core element comprised R1.18 billion fixed rate
preference shares due for redemption on 6 December 2017, paying dividends at 7.08% per annum, six monthly in arrears.

Interim Dividend Payment

RMH follows a stated practice of returning net dividends (after providing for funding and operational costs incurred at the center) received by it in the ordinary
course of business to shareholders. RMH's sole source of dividend income is its investment in FirstRand.

FirstRand re-evaluates the appropriateness of the level of its dividend payout to its shareholders on an annual basis. When assessing the level of payout, FirstRand
has regard to inter alia the following:

- Its long-term targeted range for Return on Equity (ROE) (18% to 22%).
- The anticipated growth in risk weighted assets.
- The need to protect the R10 billion of capital currently allocated to its expansion strategy.

At the June 2013 year end, following a comprehensive analysis of the above factors, FirstRand reduced its dividend cover to 2.0 times (2012: 2.2 times). It
continues to regard this to be both appropriate and prudent as all of its buffers remain intact, even under severe risk scenarios. As a consequence of this process,
FirstRand increased its interim dividend payment by 40%.

Having due regard to the interim dividend receivable from FirstRand and applying the dividend practice outlined above, the board of RMH has resolved to declare
a gross interim dividend of 100 cents per share (2012: 66 cents). Such dividend is covered 2.1 times by normalised earnings per share and represents a year-on-
year increase of 52%. This dividend increased reflects both the reported growth in earnings as well as the change in dividend cover. Shareholders should bear in
mind that the rate of growth in the dividend payout for the full financial year will be from the higher base recorded in 2013 as a result of the change in dividend
cover for that year. Consequently, the dividend growth rate for the full year will in all likelihood track the growth in normalised earnings for the year.

The board is of the opinion that RMH is adequately capitalised at this stage and that the company will be able to meet its obligations in the foreseeable future
after payment of the interim dividend.

Dividend Withholding Tax ("DWT") at a rate of 15% is levied on dividends paid to shareholders who are not exempt from DWT. RMH did not accumulate any
Secondary Tax Credits ("STC") which could be used to reduce the DWT liability arising from the dividend.

Outlook

South Africa's dependence on foreign capital flows to fund the wide current account deficit continues to introduce uncertainty and vulnerability to the
macroeconomic outlook.

The recent increase in the repo rate is likely to be the first in an interest rate hiking cycle. This will place further pressure on the South African consumer. RMH
believes that FirstRand's strategy to grow customers, drive non-interest revenue and exercise discipline in its credit origination strategies in the retail market,
particularly over the past 18 months will place it in a strong position to weather what is expected to be a difficult domestic credit cycle. Good operational
performances are expected from all three the major franchises for the second half of the year.

From a shareholder perspective, we believe that all the strategic imperatives required to enable RMH to continue to deliver real growth in earnings are in place.

The information provided above is not an earnings forecast and has not been reviewed and reported on by the company's external auditors.

For and on behalf of the board

GT Ferreira    P Cooper
Chairman       Chief executive officer
Sandton
5 March 2014

INTERIM CASH DIVIDEND DECLARATION

Notice is hereby given that a gross interim dividend of 100 cents per share payable out of income reserves was declared on 5 March 2014 in respect of the six
months ended 31 December 2013.

The company did not have any Secondary Tax on Companies credits to reduce the Dividend Withholding Tax liability. The gross dividend will therefore be subject
to Dividend Withholding Tax at a rate of 15%, which will result in a net dividend of 85 cents per share for those shareholders who are not exempt. The
company's tax reference number is 9950/098/71/6. Its issued share capital at the declaration date is 1 411 703 218 ordinary shares and 11 800 redeemable
preference shares.

Shareholders' attention is drawn to the following important dates:
- Last day to trade in order to participate in this dividend    Thursday, 20 March 2014
- Shares commence trading "ex dividend" on                        Monday, 24 March 2014
- The record date for the dividend payment will be                Friday, 28 March 2014
- Dividend payment date                                           Monday, 31 March 2014

No de-materialisation or re-materialisation of share certificates may be done between Monday, 24 March 2014 and Friday, 28 March 2014 (both days inclusive).
By order of the board

(Ms) EJ Marais
Company secretary
5 March 2014


CONDENSED CONSOLIDATED INCOME STATEMENT
                                                                                                                        For the
                                                                                     For the six months ended        year ended
                                                                                           31 December                  30 June
R million                                                                            2013        2012*    % change         2013*
Share of after-tax profit of associate company                                      3 079       2 476           24        5 154
Investment income                                                                      13          17                        23
Net income                                                                          3 092       2 493           24        5 177
Administration expenses                                                                (9)        (27)                      (41)
Income from operations                                                              3 083       2 466           25        5 136
Finance costs                                                                         (43)        (56)                     (100)
Profit before tax                                                                   3 040       2 410           26        5 036
Income tax expense                                                                     (1)          -                        (1)
Profit for the period                                                               3 039       2 410           26        5 035
Attributable to:
Equity holders of the company                                                       3 039       2 410           26        5 035
Profit for the period                                                               3 039       2 410           26        5 035


CONDENSED CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
                                                                                                                        For the
                                                                                     For the six months ended        year ended
                                                                                           31 December                  30 June
R million                                                                            2013        2012*    % change         2013*
Profit for the period                                                               3 039       2 410           26        5 035
Other comprehensive income, after tax:
Items that may subsequently be reclassified to profit or loss
Share of other comprehensive income of associate after tax and non-controlling
interests                                                                             141         232                       633
Items that will not be reclassified to profit or loss
Share of other comprehensive income of associate after tax and non-controlling
interests                                                                              (7)         (8)                        8
Other comprehensive income for the period                                             134         224          (40)         641
Total comprehensive income for the period                                           3 173       2 634           20        5 676
Total comprehensive income attributable to:
Equity holders of the company                                                       3 173       2 634           20        5 676
Total comprehensive income for the period                                           3 173       2 634           20        5 676


CONDENSED CONSOLIDATED STATEMENT OF FINANCIAL POSITION
as at                                                                            31 December               30 June
R million                                                                            2013        2012*        2013*
Assets
Cash and cash equivalents                                                              29          11           12
Loans and receivables                                                                   6           6           53
Investment securities                                                                  57          37           52
Derivative financial instruments                                                       17           -           11
Property and equipment                                                                  -           1            1
Investment in associate                                                            31 328      28 191       30 243
Receiver of Revenue                                                                     1           2            -
Total assets                                                                       31 438      28 248       30 372
Equity
Share capital and premium                                                           8 819       8 790        8 822
Reserves                                                                           21 369      18 081       20 249
Total Equity                                                                       30 188      26 871       29 071
Liabilities
Financial liabilities                                                               1 180       1 330        1 234
Derivative financial instruments                                                       11           -            9
Long-term liabilities                                                                   6           4            2
Provisions                                                                              8           2            2
Trade and other payables                                                               45          41           54
Total liabilities                                                                   1 250       1 377        1 301
Total equity and liabilities                                                       31 438      28 248       30 372
* Refer to restatements of prior period numbers on accompanying schedules.


CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS
                                                                                                           For the
                                                                              For the six months        year ended
                                                                              ended 31 December            30 June
R million                                                                            2013        2012*        2013*
Net cash generated from operating activities                                        1 588       1 005        2 120
Dividends paid                                                                     (1 475)     (1 037)      (1 967)
Net cash outflow in investment activities                                               -           -          (16)
Net cash (outflow)/inflow in financing activities                                     (96)         26         (142)
Net increase/(decrease) in cash and cash equivalents                                   17          (6)          (5)
Cash and cash equivalents at the beginning of the period                               12          17           17
Cash and cash equivalents at the end of the period                                     29          11           12
* Refer to restatements of prior period numbers on accompanying schedules.


CONDENSED STATEMENT OF CHANGES IN EQUITY
                                                                                  Share                        Total
                                                                                capital                       equity         Non-
                                                                                    and         Total       holders'  controlling     Total
R million                                                                       premium      reserves          funds     interest    equity
Balance at 30 June 2012
As previously reported                                                            8 771        17 051         25 822            -    25 822
Restatement                                                                           -          (287)          (287)           -      (287)
Balance at 1 July 2012                                                            8 771        16 764         25 535            -    25 535
Total comprehensive income for the period                                             -         2 634          2 634            -     2 634
Dividend paid                                                                         -        (1 037)        (1 037)           -    (1 037)
Change in carrying value of associate due to elimination of treasury shares           -            43             43            -        43
Reserve movements relating to associate                                               -          (323)          (323)           -      (323)
Movement in treasury shares                                                          19             -             19            -        19
Balance at 31 December 2012                                                       8 790        18 081         26 871            -    26 871
Balance at 30 June 2012
As previously reported                                                            8 771        17 051         25 822            -    25 822
Restatement                                                                           -          (287)          (287)           -      (287)
Balance at 1 July 2012                                                            8 771        16 764         25 535            -    25 535
Total comprehensive income for the period                                             -         5 676          5 676            -     5 676
Dividends paid                                                                        -        (1 967)        (1 967)           -    (1 967)
Change in carrying value of associate
due to elimination of treasury shares                                                 -            19             19            -        19
Reserve movements relating to associate                                               -          (243)          (243)           -      (243)
Movement in treasury shares                                                          51             -             51            -        51
Balance at 30 June 2013                                                           8 822        20 249         29 071            -    29 071
Balance at 30 June 2013
As previously reported                                                            8 822        20 496         29 318            -    29 318
Restatement                                                                           -          (247)          (247)           -      (247)
Balance at 1 July 2013                                                            8 822        20 249         29 071            -    29 071
Total comprehensive income for the period                                             -         3 173          3 173            -     3 173
Dividend paid                                                                         -        (1 475)        (1 475)           -    (1 475)
Change in carrying value of associate
due to elimination of treasury shares                                                 -           (14)           (14)           -       (14)
Reserve movements relating to associate                                               -          (564)          (564)           -      (564)
Movement in treasury shares                                                          (3)            -             (3)           -        (3)
Balance at 31 December 2013                                                       8 819        21 369         30 188            -    30 188


COMPUTATION OF HEADLINE AND NORMALISED EARNINGS
                                                                                                                                      For the
                                                                                               For the six months ended            year ended
                                                                                                     31 December                      30 June
R million                                                                                         2013         2012*     % change        2013*
Earnings attributable to equity holders                                                          3 039        2 410            26       5 035
Adjustment for:
RMH's share of adjustment made by associate:
 Loss on disposal of investment securities and other investments of a capital nature                 3            -                         5
 Gain on disposal of available-for-sale assets                                                     (23)           -                       (11)
 Gains on disposal of investments in associates or joint ventures                                   (3)           -                         -
 Gain on disposal of investment in subsidiaries                                                     (4)          (3)                      (22)
 Loss on the disposal of property and equipment                                                      4            -                        27
 Fair value of investment properties                                                                 -            -                        (2)
 Impairment of goodwill                                                                              -            1                       153
 Impairment of assets in terms of IAS 36                                                             4           88                        99
 Gain from a bargain purchase                                                                        -            -                        (5)
 Other                                                                                               -            -                       (48)
 Tax effects of adjustments                                                                          7          (24)                      (12)
Non-controlling interests adjustment                                                                 1            1                         7
Headline earnings attributable to equity holders                                                 3 028        2 473            22       5 226
RMH's share of adjustments made by associates:
IFRS 2 Share-based payment expenses                                                                  4            8                        15
Treasury shares                                                                                     22           15                        11
Total Return Swap adjustment                                                                       (51)         (18)                       30
IAS 19 adjustment                                                                                  (18)         (20)                      (38)
Private equity subsidiary realisations                                                               3            2                        15
Adjustment for:
 RMH shares held by associate1                                                                     (1)          (2)                       (6)
 Group treasury shares2                                                                            (81)         (69)                     (146)
Normalised earnings attributable to equity holders                                               2 906        2 389            22       5 107
* Refer to restatements of prior period numbers on accompanying schedules.
1. RMH shares held for client trading activities by FirstRand.
2. Adjustment to reflect earnings impact based on actual RMH shareholding in FirstRand i.e. reflecting treasury shares as if they are non-controlling interests.


COMPUTATION OF EARNINGS PER SHARE
                                                                                                                                      For the
                                                                                               For the six months ended            year ended
                                                                                                     31 December                      30 June
R million                                                                                         2013         2012*     % change        2013*
Earnings attributable to equity holders                                                          3 039        2 410            26       5 035
Headline earnings attributable to equity holders                                                 3 028        2 473            22       5 226
Normalised earnings for the period                                                               2 906        2 389            22       5 107
Net asset value                                                                                 30 188       26 871            12      29 071
Number of shares in issue (millions)                                                             1 412        1 412                     1 412
Weighted average number of shares in issue (millions)                                            1 412        1 410                     1 410
Diluted weighted average number of shares in issue (millions)                                    1 412        1 410                     1 410
Weighted average number of shares in issue (millions) for normalised earnings                    1 412        1 412                     1 412
Earnings per share (cents)                                                                       215.2        170.9            26       357.1
Diluted earnings per share (cents)1                                                              213.2        168.9            26       355.1
Headline earnings per share (cents)                                                              214.4        175.4            22       370.6
Diluted headline earnings per share (cents)1                                                     212.5        173.3            23       368.7
Normalised earnings per share (cents)                                                            205.8        169.2            22       361.7
Diluted normalised earnings per share (cents)                                                    205.8        169.2            22       361.7
Net asset value per share (cents)                                                              2 138.0      1 903.0            12     2 058.8
Dividend per share (cents)
Interim                                                                                            100           66            52        66.0
Final                                                                                                -            -             -       104.5
Total                                                                                              100           66            52       170.5
Dividend cover (relative to headline earnings)                                                     2.1          2.7                       2.2
Dividend cover (relative to normalised earnings)                                                   2.1          2.6                       2.1
1. The diluted calculations give cognisance to the impact of the similar calculation within FirstRand. This has no impact on RMH's weighted average number of
   shares.
* Refer to restatements of prior period number on accompanying schedules.


Basis of preparation of results

The accompanying condensed results for the six months ended 31 December 2013 reflects:

- the operations of RMH and its proportionate interest in its associate, FirstRand; which has been equity accounted.

The report is prepared in accordance with:

-   International Financial Reporting Standards (IFRS), including IAS 34: Interim Financial Reporting;
-   The requirements of the South African Companies Act, Act 71 of 2008;
-   SAICA Financial Reporting Guide as issued by the Accounting Practices Committee;
-   Financial Reporting Pronouncements as issued by Financial Reporting Standards Council; and
-   The Listings Requirements of the JSE Limited.

The board takes full responsibility for the preparation of the results announcement.

Accounting policies

These summarised results incorporate accounting policies that are consistent with those used in preparing the financial results for the year ended 30 June 2013.
The new and amended standards that became effective for the first time and had a financial impact on results during the reporting period can be summarised as
follows:

- IFRS 10 Consolidated Financial Statements;
- IFRS 11 Joint arrangements; and
- IAS 19 Employee Benefits.

These requirements were applied retrospectively.

The following standards influence disclosure requirements but had no financial impact on results:

- IFRS 12 Disclosure of Interest in Other Entities; and
- IFRS 13 Fair Value Measurement.

Details of restatements can be found on accompanying schedules.

Normalised results

RMH believes normalised earnings more accurately reflect operational performance. Headline earnings are adjusted to take into account the following non-
operational and accounting anomalies:

1. RMH's portion of normalised adjustment made by its associate FirstRand Limited which have a financial impact:

-   Share-based payments and treasury share: consolidation of staff share trust;
-   FirstRand shares held for client trading activities;
-   the Total Return Swap which is an economic hedge against the share-based payment obligation;
-   the consolidation of private equity subsidiaries which is excluded from the Rule 1 exemption of Circular 2/2013, Headline Earnings per Share; and
-   IAS 19 measurement of plan asset.

2. RMH shares held for client trading activities by FirstRand.

3. Adjustment to reflect earnings impact based on actual RMH shareholding in FirstRand.


ACCOUNTING CLASSIFICATIONS AND FAIR VALUES OF FINANCIAL ASSET AND LIABILITIES

The table below categorises RMH's assets and liabilities as at 31 December 2013 between which is financial and non-financial. All financial assets and liabilities have
been classified according to their measurement category with disclosure of the fair value being provided for those items required.

                                                                                                                       As at 31 December 2013
                                                                                                                                          Other
                                                                                                                                           non-
                                                                                             Designated         Loans       Other     financial        Total     Fair value
                                                                                                at fair           and   amortised       assets/     carrying     assets and
R million                                                                                         value   receivables        cost   liabilities       amount    liabilities
Assets
Cash and cash equivalents                                                                             -            29           -             -           29             29
Loans and receivables                                                                                 -             6           -             -            6              6
Investment securities                                                                                57             -           -             -           57             57
Derivative financial instruments                                                                     17             -           -             -           17             17
Investment in associate                                                                               -             -           -        31 328       31 328              -
Receiver of Revenue                                                                                   -             -           -             1            1              -
Total assets                                                                                         74            35           -        31 329       31 438            109
Liabilities
Financial liabilities                                                                                 -             -       1 180             -        1 180          1 180
Derivative financial instruments                                                                     11             -           -             -           11             11
Long-term liabilities                                                                                 -             -           -             6            6              -
Provisions                                                                                            -             -           -             8            8              -
Trade and other payables                                                                              -             -          45             -           45             45
Total liabilities                                                                                    11             -       1 225            14        1 250          1 236
FAIR VALUE MEASUREMENTS

Valuation methodology

Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the
measurement date i.e. an exit price. Fair value is therefore a market based measurement and when measuring fair value RMH uses the assumptions that market
participants would use when pricing an asset or liability under current market conditions, including assumptions about risk. When determining fair value it is
presumed that the entity is a going concern and the fair value is therefore not an amount that represents a forced transaction, involuntary liquidation or a
distressed sale.

Financial instruments

When determining the fair value of a financial instrument, where the financial instrument has a bid or ask price , RMH uses the bid price for financial assets or
the ask/offer price for financial liabilities.

Other fair value measurements

Other fair value measurements include assets and liabilities not measured at fair value but for which fair value disclosures are required under another IFRS e.g.
financial instruments at amortised cost.

The fair value for these items is determined by using observable quoted market prices where these are available, or in accordance with generally acceptable
pricing models such as a discounted cash flow analysis.

Fair value hierarchy and measurements

The table below analysis RMH's financial assets and liabilities that are measured at fair value at the end of the reporting period, by level of fair value hierarchy as
required by IFRS. The different levels are based on the extent to which observable market data and inputs are used in the calculation of the fair value of the
financial assets and liabilities. The levels of the hierarchy are defined as follows:

Valuations based on observable inputs include:

- Level 1 - fair value is based on quoted market prices (unadjusted) in active markets for identical instruments as measured on reporting date. An active market is
  one in which transactions occur with sufficient volume and frequency to provide pricing information on an on-going basis.

- Level 2 - fair value is determined through valuation techniques based on observable market inputs. These valuation techniques maximise the use of observable
  market data where it is available and rely as little as possible on entity specific estimates.

Valuations based on unobservable inputs include:

- Level 3 - fair value is determined through valuation techniques which use significant unobservable inputs.

                                                                                                         As at 31 December 2013
                                                                                                                                  Total fair
R million                                                                                      Level 1     Level 2       Level 3       value
Assets
Investment securities                                                                               57           -             -          57
Derivative financial instruments                                                                                17             -          17
Total assets                                                                                        57          17             -          74
Liabilities
Derivative financial instruments                                                                                11             -          11
Total liabilities                                                                                    -          11             -          11

There were no transfers between levels during the reporting period.

The table below sets out the valuation techniques applied by RMH for fair value measurements of financial assets and liabilities categorised as level 2 in the fair
value hierarchy.

 Instrument                 Fair value   Valuation     Description of valuation       Observable
                             hierarchy   technique     technique and main             inputs
                                 level                 assumptions
 Derivative financial
 instruments
 Equity derivative             Level 2   Industry      The models calculate fair      Market interest
                                         standard      value based on input           rates and prices
                                         model         parameters such as stock
                                                       prices and interest rates.
 Financial assets and          Level 2   Discounted    The future cash flows are      Market interest
 liabilities not measured at             cash flows    discounted using a market      rates and curves
 fair value but for which                              related interest rate and
 fair values is disclosed                              curves adjusted for credit
                                                       inputs.


RESTATEMENT OF 31 DECEMBER 2012 UNAUDITED FINANCIAL RESULTS

CONDENSED CONSOLIDATED INCOME STATEMENT
for the six months ended 31 December 2012

                                                                                        As
                                                                                previously
R million                                                                         reported     Restated    Difference    Description
                                                                                                                         Direct result of restatements
                                                                                                                         done by FirstRand in terms of
Share of after-tax profit of associate company                                       2 456        2 476           20     IAS 19, IFRS 10 and IFRS 11.
Investment income                                                                       17           17            -
Net income                                                                           2 473        2 493           20
Administration expenses                                                                (27)         (27)           -
Income from operations                                                               2 446        2 466           20
Finance costs                                                                          (56)         (56)           -
Profit before tax                                                                    2 390        2 410           20
Income tax expense                                                                       -            -            -
Profit after tax                                                                     2 390        2 410           20
Attributable to:
Equity holders of the company                                                        2 390        2 410           20
                                                                                                                         Direct result of restatements
                                                                                                                         done by FirstRand in terms of
Profit for the period                                                                2 390        2 410           20     IAS 19, IFRS 10 and IFRS 11.



CONDENSED CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
for the six months ended 31 December 2012
                                                                                        As
                                                                                previously
R million                                                                         reported     Restated   Difference     Description
                                                                                                                         Direct result of restatements done
                                                                                                                         by FirstRand in terms of IAS 19,
Profit for the period                                                                2 390        2 410           20     IFRS 10 and IFRS 11.
Other comprehensive income, after tax:
Items that may subsequently be reclassified to profit or loss
Share of other comprehensive income of associate after tax and non-controlling
interests                                                                              239          232           (7)
Items that will not be reclassified to profit or loss
Share of other comprehensive income of associate after tax and non-controlling
interests                                                                                -           (8)          (8)
                                                                                                                         Direct result of restatements done
                                                                                                                         by FirstRand in terms of IAS 19,
Other comprehensive income for the period                                              239          224          (15)    IFRS 10 and IFRS 11.
                                                                                                                         Direct result of restatements done
                                                                                                                         by FirstRand in terms of IAS 19,
Total comprehensive income for the period                                            2 629        2 634            5     IFRS 10 and IFRS 11.
Total comprehensive income attributable to:
Equity holders of the company                                                        2 629        2 634            5
                                                                                                                         Direct result of restatements done
                                                                                                                         by FirstRand in terms of IAS 19,
Total comprehensive income for the period                                            2 629        2 634            5     IFRS 10 and IFRS 11.



CONDENSED CONSOLIDATED STATEMENT OF FINANCIAL POSITION
as at 31 December 2012
                                                                                        As
                                                                                previously
R million                                                                         reported     Restated   Difference     Description
Assets
Cash and cash equivalents                                                               11           11            -
Loans and receivables                                                                    6            6            -
Investment securities                                                                   37           37            -
Property and equipment                                                                   1            1            -
                                                                                                                         Direct result of restatements done
                                                                                                                         by FirstRand in terms of IAS 19,
Investment in associate                                                             28 468       28 191         (277)    IFRS 10 and IFRS 11.
Receiver of Revenue                                                                      2            2            -
                                                                                                                         Direct result of restatements done
                                                                                                                         by FirstRand in terms of IAS 19,
Total assets                                                                        28 525       28 248         (277)    IFRS 10 and IFRS 11.
Equity
Share capital and premium                                                            8 790        8 790            -
Reserves                                                                            18 358       18 081         (277)
                                                                                                                         Direct result of restatements done
                                                                                                                         by FirstRand in terms of IAS 19,
Total Equity                                                                        27 148       26 871         (277)    IFRS 10 and IFRS 11.
Liabilities
Financial liabilities                                                                1 330        1 330            -
Long-term liabilities                                                                    4            4            -
Provisions                                                                               2            2            -
Trade and other payables                                                                41           41            -
Total liabilities                                                                    1 377        1 377            -
                                                                                                                         Direct result of restatements done
                                                                                                                         by FirstRand in terms of IAS 19,
Total equity and liabilities                                                        28 525       28 248         (277)    IFRS 10 and IFRS 11.


RESTATEMENT OF 30 JUNE 2013 AUDITED FINANCIAL RESULTS

CONDENSED CONSOLIDATED INCOME STATEMENT
for the year ended 30 June 2013
                                                                                        As
                                                                                previously
R million                                                                         reported     Restated   Difference     Description
                                                                                                                         Direct result of restatements done
                                                                                                                         by FirstRand in terms of IAS 19,
Share of after-tax profit of associate company                                       5 088        5 154           66     IFRS 10 and IFRS 11.
Investment income                                                                       23           23            -
Net income                                                                           5 111        5 177           66
Administration expenses                                                                (41)         (41)           -
Income from operations                                                               5 070        5 136           66
Finance costs                                                                         (100)        (100)           -
Profit before tax                                                                    4 970        5 036           66
Income tax expense                                                                      (1)          (1)           -
Profit after tax                                                                     4 969        5 035           66
Attributable to:
Equity holders of the company                                                        4 969        5 035           66
                                                                                                                         Direct result of restatements done
                                                                                                                         by FirstRand in terms of IAS 19,
Profit for the period                                                                4 969        5 035           66     IFRS 10 and IFRS 11.


CONDENSED CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
for the year ended 30 June 2013

                                                                                        As
                                                                                previously
R million                                                                         reported     Restated   Difference     Description
                                                                                                                         Direct result of restatements done
                                                                                                                         by FirstRand in terms of IAS 19,
Profit for the period                                                                4 969        5 035           66     FRS 10 and IFRS 11.
Other comprehensive income, after tax:
Items that may subsequently be reclassified to profit or loss
Share of other comprehensive income of associate after tax and non-controlling
interests                                                                              636          633           (3)
Items that will not be reclassified to profit or loss
Share of other comprehensive income of associate after tax and non-controlling
interests                                                                                -            8            8
                                                                                                                         Direct result of restatements done
                                                                                                                         by FirstRand in terms of IAS 19,
Other comprehensive income for the period                                              636          641            5     IFRS 10 and IFRS 11.
                                                                                                                         Direct result of restatements done
                                                                                                                         by FirstRand in terms of IAS 19,
Total comprehensive income for the period                                            5 605        5 676           71     IFRS 10 and IFRS 11.
Total comprehensive income attributable to:
Equity holders of the company                                                        5 605        5 676           71
                                                                                                                         Direct result of restatements done
                                                                                                                         by FirstRand in terms of IAS 19,
Total comprehensive income for the period                                            5 605        5 676           71     IFRS 10 and IFRS 11.

CONDENSED CONSOLIDATED STATEMENT OF FINANCIAL POSITION
as at 30 June 2013
                                                                                        As
                                                                                previously
R million                                                                         reported     Restated   Difference     Description
Assets
Cash and cash equivalents                                                               12           12            -
Loans and receivables                                                                   53           53            -
Investment securities                                                                   52           52            -
Derivative financial instruments                                                        11           11            -
Property and equipment                                                                   1            1            -
                                                                                                                         Direct result of restatements done
                                                                                                                         by FirstRand in terms of IAS 19,
Investment in associate                                                             30 490       30 243         (247)    IFRS 10 and IFRS 11.
                                                                                                                         Direct result of restatements done
                                                                                                                         by FirstRand in terms of IAS 19,
Total assets                                                                        30 619       30 372         (247)    IFRS 10 and IFRS 11.
Equity
Share capital and premium                                                            8 822        8 822            -
Reserves                                                                            20 496       20 249         (247)
                                                                                                                         Direct result of restatements done
                                                                                                                         by FirstRand in terms of IAS 19,
Total Equity                                                                        29 318       29 071         (247)    IFRS 10 and IFRS 11.
Liabilities
Financial liabilities                                                                1 234        1 234            -
Derivative financial instruments                                                         9            9            -
Long-term liabilities                                                                    2            2            -
Provisions                                                                               2            2            -
Trade and other payables                                                                54           54            -
Total liabilities                                                                    1 301        1 301            -
                                                                                                                         Direct result of restatements done
                                                                                                                         by FirstRand in terms of IAS 19,
Total equity and liabilities                                                        30 619       30 372        (247)     IFRS 10 and IFRS 11.
Directors

GT Ferreira (Chairman), P Cooper (CEO), L Crouse, LL Dippenaar, JW Dreyer, JJ Durand, PM Goss, PK Harris, (Ms) A Kekana, KC Shubane, and (Ms) SEN Sebotsa.

Alternate director: O Phetwe.

Secretary and registered office

(Ms) EJ Marais BCom(Hons), CA(SA)

Physical address: 3rd Floor, 2 Merchant Place, Corner of Fredman Drive and Rivonia Road, Sandton, 2196
Postal address: PO Box 786273, Sandton, 2146
Telephone: +27 11 282 8000
Telefax: +27 11 282 4210
Web address: www.rmbh.co.za

Sponsor

(in terms of JSE Limited Listings Requirements) - Rand Merchant Bank (a Division of FirstRand Bank Limited)

Physical address: 1 Merchant Place, corner of Fredman Drive and Rivonia Road, Sandton, 2196

Transfer secretaries

Computershare Investor Services (Pty) Limited

Physical address: Ground Floor, 70 Marshall Street, Johannesburg, 2001
Postal address: PO Box 61051, Marshalltown, 2107
Telephone: +27 11 370 5000
Telefax: +27 11 688 5221

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