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FirstRand Limited - Offer price for the proposed odd-lot offer

Release Date: 27/08/2004 13:45
Code(s): FSR
Wrap Text

FirstRand Limited - Offer price for the proposed odd-lot offer FirstRand Limited Incorporated in the Republic of South Africa Registration number: 1966/010753/06 Share Code: FSR ISIN: ZAE000014973 ("FirstRand") Offer price for the proposed odd-lot offer 1. Introduction On 3 August 2004, the directors of FirstRand announced on SENS and in the press that its board of directors had proposed the implementation of the odd-lot offer to facilitate a reduction in the number of shareholders who hold less than 100 ordinary shares in FirstRand. Implementation of the odd-lot offer is subject to receiving the approval of shareholders at a general meeting, details of which are set out in paragraph 5 below. At the general meeting shareholders will also be requested to approve resolutions to amend certain rights and privileges attaching to preference shares not yet in issue. Full details of the odd-lot offer and the amendments referred to above were incorporated in a circular which was posted to shareholders on 4 August 2004. 2. Offer price Shareholders are advised, in advance of the general meeting, that the odd-lot offer price has been determined at R10.23 per FirstRand ordinary share ("the offer price"). The offer price is equivalent to the weighted average traded price of FirstRand ordinary shares on the JSE Securities Exchange South Africa over the five trading days commencing on Friday 20 August and ending on Thursday 26 August 2004. 3. Odd-lot offer All ordinary shareholders who hold in aggregate less than 100 FirstRand ordinary shares at the close of business on Friday 17 September 2004 ("odd-lot holders") will be able to participate in the odd-lot offer. The odd-lot offer will be implemented on the basis that the odd-lot holders may, in the time and manner prescribed in the circular to shareholders, elect to: * purchase or subscribe for a sufficient number of additional ordinary shares in FirstRand at R10.23 per ordinary share, being the offer price, to increase their odd-lot holdings to holdings of 100 ordinary shares in FirstRand ("the purchase alternative"); or * sell their odd-lot holdings at R10.74 per ordinary share, being the offer price plus a 5% premium ("the cash alternative"); or * retain their odd-lot holdings. 4. Compulsory sale of odd-lot shareholdings Odd-lot holders who do not make an election in the time and manner prescribed in the circular to shareholders will be deemed to have elected the cash alternative. The odd-lot holdings of those odd-lot holders who do not make an election or elect the cash alternative will be applied in the first instance to meeting the requirements of those odd-lot holders who elect the purchase alternative, and any surplus shares will be repurchased by FirstRand. The documents of title of certificated odd-lot holders will have no value after Friday 17 September 2004, other than to receive the proceeds of the sale of such shares. 5. General meeting The general meeting of shareholders will be held at 10:00 on Thursday 2 September 2004 in the auditorium, 18th Floor, 1 Merchant Place, corner Fedman Drive and Rivonia Road, Sandton, at which meeting the special and ordinary resolutions required to implement the odd-lot offer and to amend certain rights and privileges attaching to preference shares not yet in issue will be proposed for consideration and, if deemed fit, passing, with or without modification. 6. Further announcement A further announcement detailing the results of the general meeting and finalisation of the odd-lot offer will be published on SENS on Thursday 2 September 2004 and in the press on Friday 3 September 2004. Sandton 27 August 2004 Merchant bank and sponsor RMB Corporate Finance (a Division of Firstrand Bank Limited) Corporate Finance Attorneys Deneys Reitz Information agent and transfer secretaries Computershare Investor Services 2004 (Pty) Limited Date: 27/08/2004 01:45:13 PM Supplied by www.sharenet.co.za Produced by the JSE SENS Department

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