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FSR/MET - FirstRand/Metropolitan/Momentum - Momentum and Metropolitan merger: fulfilment of suspensive conditions and salient dates for implementation of the transaction FirstRand Limited (Incorporated in the Republic of South Africa) (Registration number 1966/010753/06) Share code: FSR ISIN: ZAE000066304 ("FirstRand") Metropolitan Holdings Limited (Incorporated in the Republic of South Africa) (Registration number 2000/031756/06) Share code: MET ISIN: ZAE000050456 ("Metropolitan") Momentum Group Limited (Incorporated in the Republic of South Africa) (Registration number 1904/002186/06) ("Momentum") Momentum and Metropolitan merger: fulfilment of suspensive conditions and salient dates for implementation of the transaction FirstRand and Metropolitan shareholders are referred to the announcement released on SENS on 1 November 2010 wherein shareholders were advised that FirstRand, Metropolitan and Momentum (the "Parties") had extended to 30 November 2010 the date for the fulfilment of the suspensive conditions to the proposed merger of Metropolitan and Momentum (the "Merger") and subsequent unbundling by FirstRand of its entire shareholding in Metropolitan to its ordinary shareholders (the "Unbundling"). The Merger and the Unbundling are collectively hereinafter referred to as the "Transaction". FirstRand and Metropolitan shareholders are hereby advised that all of the suspensive conditions to the Transaction have been fulfilled and the Merger will accordingly be implemented as set out in the timetable below. Notwithstanding the fact that all the suspensive conditions have been fulfilled and that the Merger will be implemented, Momentum and Metropolitan have lodged an application with the Competition Tribunal to vary its order of 4 October 2010 in order to provide clarification on the conditions included in the order. Momentum and Metropolitan have also lodged an appeal against the order, but will only make a final decision on whether or not to pursue the appeal once the Competition Tribunal has ruled on the application for clarification and has given the reasons for its order of 4 October 2010. The dates for implementation of the Transaction are set out below. 2010 Metropolitan to issue abridged revised listing Thursday 18 November particulars for MMI Holdings Limited ("MMI Holdings") on 951 496 294 new MMI Holdings shares (consideration Wednesday 1 December shares to be issued to FirstRand in exchange for its Momentum ordinary shares) listed on the JSE on Last day to trade in FirstRand ordinary shares on Friday 3 December the JSE to participate in the unbundling on FirstRand ordinary shares trade "ex" their Monday 6 December entitlement to MMI Holdings shares on FirstRand ordinary shareholders commence trading Monday 6 December their unbundled MMI Holdings shares on Record date for FirstRand ordinary shareholders to Friday 10 December participate in the unbundling of the MMI Holdings shares on Dematerialised FirstRand ordinary shareholders will Monday 13 December have their accounts with their CSDP or broker updated with the unbundled MMI Holdings shares on Share certificates in respect of the unbundled MMI Holdings shares will be posted, by registered post, at the risk of the certificated FirstRand ordinary Monday 13 December shareholder concerned, to certificated FirstRand ordinary shareholders on or about Announcement of specified ratio in respect of the Wednesday 15 December apportionment of the cost/base cost of Momentum for taxation/CGT purposes on or about 12 November 2010 Merchant bank and sponsor to FirstRand and merchant bank to Momentum RAND MERCHANT BANK (A division of FirstRand Bank Limited) Legal advisors to FirstRand and Momentum Webber Wentzel Independent sponsor to FirstRand PricewaterhouseCoopers Corporate Finance Financial advisors and joint transaction sponsors to Metropolitan JP Morgan Chase Bank Fidelis Partners Joint transaction sponsor to Metropolitan Merrill Lynch South Africa (Pty) Limited Legal advisors to Metropolitan Edward Nathan Sonnenbergs Sponsor in Namibia to FirstRand and Metropolitan Simonis Storm Securities (Pty) Limited Date: 12/11/2010 10:33:07 Supplied by www.sharenet.co.za Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited (`JSE`). The JSE does not, whether expressly, tacitly or implicitly, represent, warrant or in any way guarantee the truth, accuracy or completeness of the information published on SENS. The JSE, their officers, employees and agents accept no liability for (or in respect of) any direct, indirect, incidental or consequential loss or damage of any kind or nature, howsoever arising, from the use of SENS or the use of, or reliance on, information disseminated through SENS.
