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Firstrand Limited - Issue And Listing Of Additional Ordinary Shares And

Release Date: 05/04/2006 14:54
Code(s): FSR
Wrap Text

Firstrand Limited - Issue And Listing Of Additional Ordinary Shares And Declaration Of Directors" Interest FirstRand Limited (Incorporated in the Republic of South Africa) Registration number: 1966/010753/06 JSE Share Code: FSR NSX Share Code: FST ISIN: ZAE000066304 ("FirstRand" or the "Company") ISSUE AND LISTING OF ADDITIONAL ORDINARY SHARES AND DECLARATION OF DIRECTORS" INTEREST Rand Merchant Bank Corporate Finance is authorised to announce that FirstRand has issued a further 19,088,035 ordinary shares as a result of a conversion of preference shares under the FirstRand Out-performance Share Incentive Scheme (the "Out-performance scheme" or the "Scheme"). The JSE Limited ("JSE") has granted a listing of the 19,088,035 additional ordinary shares in the capital of FirstRand with effect from Wednesday, 5 April 2006. These new FirstRand ordinary shares arise from the conversion of redeemable, convertible preference shares previously issued by the Company to selected staff members under the Out-performance scheme. The rules of the Out-performance scheme were approved by FirstRand"s shareholders and are incorporated in its Articles of Association. Under the Scheme, incentive shares accrue to participants in terms of a formula based on the level of out-performance achieved by the FirstRand ordinary share price relative to the Fini 15 Index. This index forms part of the "FTSE-JSE Africa Index Series" administered by the JSE and is composed of the fifteen largest listed financial services organisations in South Africa. As such, the index reflects the share price performance of FirstRand"s peer group. For the bulk of the preference shares that now fall due for conversion, the performance measurement period was from end June 1999 to end December 2005. - In this period, the weighted average FirstRand share price increased by 171% while the Fini 15 Index grew by 67%. - In the context of FirstRand"s market capitalisation, the out-performance value that was created for shareholders (relative to their Fini 15 peers) amounted to some R37bn, relative to FirstRand"s market capitalisation at end December 2005 of R96bn. - Of this value, approximately 1% per cent accrued to the participants and resulted in 19,1m FirstRand shares being awarded to them. It is these FirstRand shares that are now being listed on the JSE. Financial Impact Assuming that the additional ordinary shares had been issued for the full six months ended 31 December 2005 (FirstRand"s latest financial reporting period) the impact of the conversion may be extrapolated as follows: Before After % Change Headline earnings per share - basic 76.9 76.6 -0.4% (cents) Net asset value per share (cents) 520.8 518.8 -0.4% Both in absolute terms and in the context of the shareholder value that was created and / or preserved by the group such dilution is not material. As it represents part of the superior value realised, existing shareholders continue to be better off than they would have been had they invested in FirstRand"s peer group. Declaration of Directors" Interest In compliance with rule 3.72 of the JSE Listing requirements the following information is disclosed for Directors who are participants under this tranche of the Out-performance Scheme: Director: PK Harris JP Burger Company: FirstRand Limited FirstRand Bank Holdings Limited Nature of interest: Indirect beneficial Indirect beneficial Date of listing on 5 April 2006 5 April 2006 JSE: Number of ordinary shares accruing: 363,433 272,574 Value of transaction: R7,181,436.08 R5,386,062.24 This issue of shares to the directors concerned was, in accordance with standing procedure, approved by the Chairman of the FirstRand board of directors. Sandton 5 April 2006 Merchant bank and joint sponsor Rand Merchant Bank (A division of FirstRand Bank Limited) Date: 05/04/2006 02:55:05 PM Supplied by www.sharenet.co.za Produced by the JSE SENS Department

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