MMI HOLDINGS LIMITED - Voluntary Announcement Regarding the Acquisition by MMI of Imara S.P. Reid Proprietary Limited

Voluntary Announcement Regarding the Acquisition by MMI of Imara S.P. Reid Proprietary Limited

MMI Holdings Limited
Incorporated in the Republic of South Africa
Registration Number: 2000/031756/06
JSE share code: MMI
NSX share code: MIM
ISIN: ZAE000149902
(“MMI”)


              VOLUNTARY ANNOUNCEMENT REGARDING THE ACQUISITION BY MMI OF
                           IMARA S.P. REID PROPRIETARY LIMITED



1.   Introduction

     Shareholders are hereby advised that MMI, through its wholly owned subsidiary, MMI Strategic
     Investments Proprietary Limited, has entered into an agreement with Imara Capital South Africa
     Proprietary Limited and Imara Asset Management South Africa Proprietary (“the Sellers”) to
     acquire 100% of the issued share capital of Imara S.P. Reid Proprietary Limited (“ISPR”) for a
     maximum purchase consideration of R120 million to be settled in cash (“the Transaction”). The
     Sellers are both subsidiary companies of Botswana listed Imara Holdings Limited (“IHL”).

2.   Rationale for the Transaction

     ISPR is a well-established mid-sized stockbroker with over 70 years of experience in the South
     African Stock broking market. ISPR provides a full range of broking services from traditional trade
     execution to full service stockbroking in local equities, derivatives and fixed interest instruments
     as well as trading and settlement access to Africa and international markets. ISPR’s mainstream
     brokerage is complemented by portfolio management for individuals and a fully integrated
     internet service which includes real-time information, charting and online trading.

     The Transaction will provide MMI with, amongst others, the following benefits:
     2.1.   ISPR comprises an important building block for MMI to further develop its private client
            wealth management offering and will ensure that Momentum Wealth is able to provide its
            clients with an attractive private investments value proposition, including stockbroking and
            share portfolio management;
     2.2.   the ability to service the needs of retail and corporate client bases; and
     2.3.   a reduced reliance on third party brokers for execution services which will reduce external
            brokerage flow generated by asset management.

3.   Suspensive Conditions

     The implementation of the Transaction is subject to the fulfilment of suspensive conditions that
     are usual for a transaction of this nature, including:
     3.1.   approval by IHL’s shareholders voting in general meeting; and
     3.2.   approval by the Johannesburg Stock Exchange, the Financial Services Board and the
            competition authorities.
4.   Categorisation of the Transaction

     The purchase consideration being less than 5% of MMI’s market capitalisation, the Transaction is
     not a categorised transaction in terms of the Listings Requirements of the JSE Limited and
     accordingly this announcement relating to the Transaction is made on a voluntary basis.

Centurion
15 December 2014

Rand Merchant Bank
Financial Advisor to MMI

Webber Wentzel
Legal Advisor to MMI

Merrill Lynch South Africa
Sponsor to MMI in South Africa

Simonis Storm Securities
Sponsor to MMI in Namibia

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