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FIRSTRAND LIMITED
(INCORPORATED IN THE REPUBLIC OF SOUTH AFRICA)
(REGISTRATION NUMBER 66/10753/06)
(FORMERLY MOMENTUM LIFE ASSURERS LIMITED)
("FIRSTRAND" OR "THE COMPANY" OR "THE GROUP")
ABRIDGED REVISED LISTING PARTICULARS
1. INTRODUCTION
IT WAS ANNOUNCED ON TUESDAY 10 MARCH 1998 THAT THE BOARDS OF ANGLO AMERICAN
CORPORATION OF SOUTH AFRICA LIMITED ("AAC") AND ITS ASSOCIATE, DE BEERS
CONSOLIDATED MINES LIMITED (COLLECTIVELY "ANGLO AMERICAN") AND RMB HOLDINGS
LIMITED ("RMBH") HAD AGREED, SUBJECT TO THE FULFILMENT OF CERTAIN CONDITIONS
PRECEDENT, TO MERGE, WITH EFFECT FROM 1 APRIL 1998, THE FINANCIAL SERVICES
INTERESTS OF THEIR RESPECTIVE GROUPS, NAMELY FIRST NATIONAL BANK HOLDINGS
LIMITED ("FNB"), MOMENTUM LIFE ASSURERS LIMITED ("MOMENTUM") AND THE SOUTHERN
LIFE ASSOCIATION LIMITED ("SOUTHERN LIFE"). THE MERGER HAS NOW BECOME
UNCONDITIONAL. PURSUANT TO THE MERGER AND IN ORDER TO ACHIEVE THE OBJECTIVE OF
A UNIFIED FINANCIAL SERVICES GROUPING, FNB AND SOUTHERN LIFE HAVE EFFECTIVELY
BEEN CONSTITUTED AS WHOLLY-OWNED SUBSIDIARIES OF MOMENTUM AND DELISTED FROM THE
JOHANNESBURG STOCK EXCHANGE ("JSE") AND THE NAMIBIAN STOCK EXCHANGE ("NSE")
FROM THE CLOSE OF BUSINESS ON FRIDAY 22 MAY 1998. FNB'S SUBSIDIARY, FIRST
NATIONAL BANK OF NAMIBIA LIMITED ("FNB NAMIBIA"), WILL REMAIN LISTED ON THE
NSE. MOMENTUM HAS BEEN RENAMED FIRSTRAND LIMITED WITH EFFECT FROM TODAY.
2. THE MERGER
IN ORDER TO IMPLEMENT THE MERGER:
2.1 MOMENTUM UNDERTOOK A RIGHTS OFFER OF 572 696 739 ORDINARY SHARES AT AN
ISSUE PRICE OF R9,00 PER SHARE, IN THE RATIO OF 42 NEW MOMENTUM SHARES FOR
EVERY 100 MOMENTUM SHARES HELD ON 3 APRIL 1998. THE RESULTS OF THE RIGHTS
OFFER, WHICH WAS FULLY SUBSCRIBED, WERE ANNOUNCED IN THE PRESS ON FRIDAY 8 MAY
1998;
2.2 RMBH UNDERTOOK A RIGHTS OFFER OF 112 225 933 ORDINARY SHARES AT AN OFFER
PRICE OF R15,00 PER SHARE, IN THE RATIO OF 15 NEW RMBH SHARES FOR EVERY 100
RMBH SHARES HELD ON 3 APRIL 1998. THE RESULTS OF THE RIGHTS OFFER, WHICH WAS
FULLY SUBSCRIBED, WERE ANNOUNCED IN THE PRESS ON FRIDAY 8 MAY 1998;
2.3 AT A GENERAL MEETING HELD ON MONDAY 4 MAY 1998, MOMENTUM SHAREHOLDERS
PASSED THE RESOLUTIONS NECESSARY TO:
- APPROVE THE MERGER;
- CHANGE MOMENTUM'S NAME TO FIRSTRAND WITH EFFECT FROM TODAY; AND
- AMEND MOMENTUM'S MEMORANDUM OF ASSOCIATION TO COMPLY WITH THE REQUIREMENTS OF
THE NSE.
THE SPECIAL RESOLUTIONS HAVE BEEN REGISTERED BY THE REGISTRAR OF COMPANIES.
IN ADDITION:
- MOMENTUM HAS ISSUED 32 781 164 MOMENTUM SHARES TO SHAREHOLDERS REGISTERED AS
SUCH ON FRIDAY 8 MAY 1998 BY WAY OF THE CAPITALISATION OF R343 MILLION OF
DISTRIBUTABLE RESERVES;
- MOMENTUM HAS DECLARED A DIVIDEND OF 2,72 CENTS PER MOMENTUM SHARE TO
SHAREHOLDERS REGISTERED AS SUCH ON FRIDAY 8 MAY 1998;
- FNB HAS DECLARED A DIVIDEND OF 30 CENTS PER SHARE TO SHAREHOLDERS REGISTERED
AS SUCH ON FRIDAY 22 MAY 1998; AND
- SOUTHERN LIFE HAS DECLARED A DIVIDEND OF 125 CENTS PER ORDINARY SHARE TO
SHAREHOLDERS REGISTERED AS SUCH ON FRIDAY 22 MAY 1998.
2.4 FNB WAS EFFECTIVELY CONSTITUTED A WHOLLY-OWNED SUBSIDIARY OF MOMENTUM BY
WAY OF A SCHEME OF ARRANGEMENT PROPOSED BY MOMENTUM IN TERMS OF SECTION 311 OF
THE COMPANIES ACT, 1973 (ACT 61 OF 1973) AS AMENDED ("THE ACT"). THE SCHEME OF
ARRANGEMENT WAS SANCTIONED BY THE HIGH COURT OF SOUTH AFRICA (WITWATERSRAND
LOCAL DIVISION) ON TUESDAY 19 MAY 1998; AND
2.5 SOUTHERN LIFE WAS EFFECTIVELY CONSTITUTED A WHOLLY-OWNED SUBSIDIARY OF
MOMENTUM BY WAY OF A SCHEME OF ARRANGEMENT PROPOSED BY MOMENTUM IN TERMS OF
SECTION 311 OF THE ACT. THE SCHEME OF ARRANGEMENT WAS SANCTIONED BY THE HIGH
COURT OF SOUTH AFRICA (CAPE OF GOOD HOPE PROVINCIAL DIVISION) ON WEDNESDAY 20
MAY 1998.
3. NATURE OF BUSINESS
3.1 GROUP STRUCTURE
THE OPERATIONAL GROUP STRUCTURE, SHOWING THE BUSINESSES OF THE MAJOR OPERATING
SUBSIDIARIES FOLLOWING THE IMPLEMENTATION OF THE MERGER AND PROPOSED INTERNAL
RESTRUCTURING, IS SET OUT BELOW:
3.2 MOMENTUM
MOMENTUM IS A LONG-TERM INSURER, THE ACTIVITIES OF WHICH INCLUDE:
- LIFE ASSURANCE, THROUGH MOMENTUM ITSELF;
- FUND MANAGEMENT AND UNIT TRUST MANAGEMENT THROUGH RMB ASSET MANAGEMENT
(PROPRIETARY) LIMITED;
- UNIT TRUST LINKED PRODUCTS THROUGH MOMENTUM ADMINISTRATION SERVICES
(PROPRIETARY) LIMITED;
- MERCHANT BANKING THROUGH RAND MERCHANT BANK LIMITED;
- HEALTH INSURANCE THROUGH MOMENTUM HEALTH LIMITED;
- PROPERTY MANAGEMENT THROUGH RMB PROPERTIES (PROPRIETARY) LIMITED; AND
- GENERIC FINANCIAL ADMINISTRATION SERVICES THROUGH MC 2 SOLUTIONS.
3.3 FNB
FNB AND ITS SUBSIDIARIES OFFER A COMPREHENSIVE RANGE OF FINANCIAL PRODUCTS AND
SERVICES TO OVER SEVEN MILLION CUSTOMERS. THEIR ACTIVITIES INCLUDE THE FULL
RANGE OF RETAIL AND CORPORATE BANKING, MERCHANT BANKING, FOREIGN AND DOMESTIC
MARKET DEALINGS, INTERNATIONAL TRADE FINANCE, LEASING AND SUSPENSIVE SALE
TRANSACTIONS, ASSET AND TRUST MANAGEMENT AND INSURANCE BROKING.
IN 1997, IT WAS DECIDED TO REDESIGN AND REBUILD FNB'S RETAIL AND CORPORATE
BANKING SEGMENTS. CONSEQUENTLY, THE PRODUCTS AND SERVICES OF FNB ARE NOW
DELIVERED THROUGH A RETAIL BANKING GROUP AND A CORPORATE AND INVESTMENT BANKING
GROUP.
3.4 SOUTHERN LIFE
THE PRINCIPAL ACTIVITY OF SOUTHERN LIFE IS THE TRANSACTION OF LIFE INSURANCE,
PENSION AND PROVIDENT FUND BUSINESS AND THE INVESTMENT AND MANAGEMENT OF FUNDS
DERIVED THEREFROM. THE ACTIVITIES OF ITS PRINCIPAL SUBSIDIARIES ARE UNIT TRUST
MANAGEMENT, GENERAL AND PROPERTY INVESTMENT AND THE PROVISION OF HEALTH CARE
SERVICES, INCLUDING MEDICAL AID ADMINISTRATION.
4. DIRECTORS
THE BOARD OF DIRECTORS WILL INITIALLY CONSIST OF:
GERRIT THOMAS FERREIRA (50) (NON-EXECUTIVE CHAIRMAN OF FIRSTRAND AND THE
CORPORATE, MERCHANT AND INVESTMENT BANKING GROUP)
LAURITZ LANSER DIPPENAAR (49) (CHIEF EXECUTIVE OFFICER OF FIRSTRAND AND
EXECUTIVE CHAIRMAN OF THE LIFE ASSURANCE GROUP)
BARRY HILTON ADAMS (61) (NON-EXECUTIVE)
VIVIAN WADE BARTLETT (54) (CHIEF EXECUTIVE OFFICER OF THE RETAIL BANKING GROUP)
JOHANNES RETIEF CALITZ (54) (NON-EXECUTIVE)
DAVID JOHN ALASTAIR CRAIG (BRITISH) (50) (NON-EXECUTIVE)
PATRICK MAGUIRE GOSS (50) (NON-EXECUTIVE)
PAUL KENNETH HARRIS (48) (CHIEF EXECUTIVE OFFICER OF THE CORPORATE, MERCHANT
AND INVESTMENT BANKING GROUP)
MICHAEL WALLIS KING (60) (DEPUTY CHAIRMAN OF FIRSTRAND) (NON-EXECUTIVE)
GEORGE RUPERT PARDOE (41) (NON-EXECUTIVE)
KHEHLA CLEOPAS SHUBANE (41) (NON-EXECUTIVE)
BENEDICT JAMES VAN DER ROSS (51) (NON-EXECUTIVE)
ROBERT ALBERT WILLIAMS (57) (NON-EXECUTIVE)
FURTHER APPOINTMENTS TO THE BOARD WILL BE ANNOUNCED IN DUE COURSE.
5. FINANCIAL INFORMATION
5.1 PRO FORMA STATEMENT OF ASSETS AND LIABILITIES OF FIRSTRAND
SET OUT BELOW IS A PRO FORMA STATEMENT OF ASSETS AND LIABILITIES OF FIRSTRAND,
WHICH PRO FORMA STATEMENT, BECAUSE OF THE DIFFERING ACCOUNTING DATES USED, CAN
ONLY BE ILLUSTRATIVE. THE STATEMENT HAS BEEN EXTRACTED FROM THE REVISED LISTING
PARTICULARS OF FIRSTRAND AND IS DERIVED FROM THE AUDITED CONSOLIDATED BALANCE
SHEET OF MOMENTUM AT 30 JUNE 1997, THE AUDITED CONSOLIDATED BALANCE SHEET OF
FNB AT 30 SEPTEMBER 1997 AND THE UNAUDITED CONSOLIDATED BALANCE SHEET OF
SOUTHERN LIFE AT 30 SEPTEMBER 1997. ADJUSTMENTS HAVE BEEN MADE TO RECORD THE
MERGER AS IF IT HAD BEEN EFFECTIVE THROUGHOUT THE RELEVANT ACCOUNTING PERIODS.
THE NATURE OF THESE ADJUSTMENTS IS DESCRIBED IN THE NOTES BELOW:
PRO FORMA STATEMENT OF ASSETS AND LIABILITIES OF FIRSTRAND
SOUTHERN
LIFE PRO FORMA
MOMENTUM FNB (UNAUDITED) FINANCIAL
30 JUNE 30 SEPT. 30 SEPT. ADJUST- INFOR-
1997 1997 1997 MENTS MATION
RM RM RM RM RM
NOTE 1 NOTE 1 NOTE 1 NOTE 2 NOTE 4
CAPITAL AND
RESERVES 1 186 6 071 1 868 2 850 11 975
OUTSIDE
SHAREHOLDERS'
INTEREST 35 114 190 - 339
PREFERENCE SHARES 100 - - - 100
DEFERRED TAXATION - 1 275 - - 1 275
DEBENTURES 160 100 - (40) 220
DEPOSITS AND
ACCEPTANCES 8 804 - - - 8 804
LONG-TERM
LIABILITIES 95 295 143 - 533
SHORT-TERM INSURANCE
FUNDS 52 - - (52) -
LIFE FUND 18 133 - 29 774 - 47 907
CAPITAL EMPLOYED 28 565 7 855 31 975 2 758 71 153
INVESTMENTS 28 345 631 32 423 (2 725) 58 674
FIXED ASSETS 111 3 351 114 - 3 576
OTHER INVESTMENTS - 107 - - 107
CURRENT ASSETS 1 369 96 922 1 039 5 318 104 648
CURRENT
LIABILITIES (1 260) (93 156) (1 601) 165 (95 852)
EMPLOYMENT
OF CAPITAL 28 565 7 855 31 975 2 758 71 153
TANGIBLE NET ASSET
VALUE PER SHARE
(CENTS) - NOTE 3 219,9
NOTES:
1. EXTRACTED FROM THE REVISED LISTING PARTICULARS OF FIRSTRAND.
2. TO REFLECT THE EFFECTS OF THE MERGER AS IF IT HAD BEEN EFFECTIVE THROUGHOUT
THE RELEVANT ACCOUNTING PERIODS, CERTAIN ADJUSTMENTS, WHICH ARE SET OUT IN THE
REVISED LISTING PARTICULARS OF FIRSTRAND, HAVE BEEN MADE.
3. THE TANGIBLE NET ASSET VALUE PER SHARE IS DERIVED BY DIVIDING PRO FORMA
CAPITAL AND RESERVES OF R11 975 MILLION BY THE NUMBER OF MOMENTUM SHARES IN
ISSUE, BEING 5 445,3 MILLION.
4. NO ACCOUNT HAS BEEN TAKEN OF ANY INCONSISTENCIES THAT MAY ARISE FROM THE
DIFFERENT ACCOUNTING POLICIES ADOPTED BY BANKING AND INSURANCE COMPANIES.
5.2 EARNINGS ATTRIBUTABLE TO ORDINARY SHAREHOLDERS
SET OUT BELOW ARE THE EARNINGS ATTRIBUTABLE TO ORDINARY SHAREHOLDERS EXTRACTED
FROM THE INDEPENDENT REPORTING ACCOUNTANTS' REPORTS OF FNB, MOMENTUM AND
SOUTHERN LIFE INCLUDED IN THE REVISED LISTING PARTICULARS OF FIRSTRAND.
5.2.1 FNB YEAR TO RM
EARNINGS
ATTRIBUTABLE
TO 30 SEPT. 1995 865,2
ORDINARY 30 SEPT. 1996 1 000,4
SHAREHOLDERS 30 SEPT. 1997 1 304,3
5.2.2 MOMENTUM YEAR TO RM
EARNINGS
ATTRIBUTABLE
TO 30 JUNE 1995 98,1
ORDINARY 30 JUNE 1996 139,3
SHAREHOLDERS 30 JUNE 1997 210,4
5.2.3 SOUTHERN LIFE YEAR TO RM
EARNINGS
ATTRIBUTABLE
TO 31 MARCH 1995 305,5
ORDINARY 31 MARCH 1996 390,9
SHAREHOLDERS 31 MARCH 1997 497,0
6. SHARE CAPITAL
THE AUTHORISED AND ISSUED SHARE CAPITAL OF FIRSTRAND IS AS FOLLOWS:
AUTHORISED R
6 500 000 000 ORDINARY SHARES
OF 1 CENT EACH 65 000 000
ISSUED
5 445 303 089 ORDINARY SHARES
OF 1 CENT EACH 54 453 031
UNISSUED
1 054 696 911 ORDINARY SHARES
OF 1 CENT EACH 10 546 969
7. CHANGE OF NAME
THE JSE HAS APPROVED THE CONTINUATION OF THE LISTING OF MOMENTUM UNDER THE NAME
FIRSTRAND WITH EFFECT FROM THE COMMENCEMENT OF BUSINESS TODAY, 25 MAY 1998.
FIRSTRAND WILL TRADE UNDER THE ABBREVIATED NAME "FIRSTRAND" IN THE FINANCIAL -
"BANKS AND FINANCIAL SERVICES" SECTOR OF THE JSELISTS.
EXISTING FNB, MOMENTUM AND SOUTHERN LIFE SHARE CERTIFICATES HAVE NOW CEASED TO
BE GOOD FOR DELIVERY. FIRSTRAND SHAREHOLDERS ARE REQUIRED TO SURRENDER THEIR
EXISTING SHARE CERTIFICATES AND/OR DOCUMENTS OF TITLE IN EXCHANGE FOR FIRSTRAND
SHARE CERTIFICATES. FORMS OF SURRENDER WERE INCLUDED IN THE CIRCULARS TO
MOMENTUM SHAREHOLDERS WHICH WERE POSTED ON THURSDAY 9 APRIL 1998 AND TUESDAY 12
MAY 1998, AND IN THE CIRCULARS TO FNB AND SOUTHERN LIFE SHAREHOLDERS WHICH WERE
POSTED ON FRIDAY 17 APRIL 1998, AND FURTHER FORMS OF SURRENDER WILL BE POSTED
ON OR ABOUT TUESDAY 26 MAY 1998.
FIRSTRAND SHARE CERTIFICATES WILL BE POSTED TO SHAREHOLDERS ON TUESDAY 26 MAY
1998, IF FNB, MOMENTUM AND SOUTHERN LIFE SHARE CERTIFICATES HAVE ALREADY BEEN
SURRENDERED, AND THEREAFTER WITHIN FIVE BUSINESS DAYS OF SURRENDER OF THE
RELEVANT SHARE CERTIFICATES.
8. LISTING ON THE NSE
IN ORDER TO MAINTAIN THE PROFILES ESTABLISHED IN NAMIBIA BY FNB AND SOUTHERN
LIFE THROUGH THEIR LISTINGS ON THE NSE, FIRSTRAND WILL BE LISTED ON THE NSE
WITH EFFECT FROM THE COMMENCEMENT OF TRADING TOMORROW, TUESDAY 26 MAY 1998.
9. DOCUMENTS AVAILABLE FOR INSPECTION
THE REVISED LISTING PARTICULARS OF FIRSTRAND ARE AVAILABLE DURING NORMAL
BUSINESS HOURS IN ENGLISH AT EITHER:
- THE REGISTERED OFFICES OF THE COMPANY, BEING MOMENTUM PARK, 267B WEST AVENUE,
CENTURION, 0157; OR
- THE OFFICES OF RAND MERCHANT BANK LIMITED, BEING ONE MERCHANT PLACE, CORNER
FREDMAN DRIVE AND RIVONIA ROAD, SANDOWN, 2196.
JOHANNESBURG
25 MAY 1998
FIRST NATIONAL
RAND MERCHANT BANK LIMITED
MOMENTUM
SOUTHERN
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