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RMH - RMB Holdings Limited - Dealing in securities by directors: implementation

Release Date: 07/02/2011 16:45
Code(s): RMH
Wrap Text

RMH - RMB Holdings Limited - Dealing in securities by directors: implementation of share purchase transaction between directors and senior executives of RMBH and Firstrand RMB Holdings Limited (Incorporated in the Republic of South Africa) (Registration number: 1987/005115/06) ISIN: ZAE000024501 Share Code: RMH ("RMBH") DEALING IN SECURITIES BY DIRECTORS: IMPLEMENTATION OF SHARE PURCHASE TRANSACTION BETWEEN DIRECTORS AND SENIOR EXECUTIVES OF RMBH AND FIRSTRAND RMBH and FirstRand Limited ("FirstRand") shareholders were advised on 23 December 2009 of a private transaction in which RMBH and FirstRand directors G T Ferreira, L L Dippenaar and P K Harris (collectively "the Founders` Consortium") had agreed to sell 1,2 million RMBH and 22,8 million FirstRand ordinary shares to a group of senior executives in RMBH and FirstRand (the "Executive Share Purchase Transaction"). To implement the Executive Share Purchase Transaction, the Founders` Consortium needed to sell RMBH ordinary shares and acquire FirstRand ordinary shares in the market. While the terms, rights and obligations of the Executive Share Purchase Transaction were fixed at that stage, delivery of the underlying RMBH and FirstRand ordinary shares has to date not taken place as, up to 15 December 2010, either FirstRand and/or RMBH had been trading under a cautionary as a result of their respective restructurings. On 15 December 2010, following the RMBH SENS release of the detailed terms of the RMBH restructuring, Remgro Limited announced that it had reached agreement to sell FirstRand ordinary shares and MMI Holdings Limited ("MMI") ordinary shares to the Founders` Consortium in exchange for RMBH ordinary shares (the "Remgro Exchange Transaction"). All of the conditions of the Remgro Exchange Transaction have now been fulfilled. The Founder`s Consortium will use all FirstRand ordinary shares and MMI ordinary shares acquired in the Remgro Exchange Transaction to meet their delivery obligations under the Executive Share Purchase Transaction. Consequently, in compliance with the JSE Limited Listings Requirements, the following information relating to the implementation of the Remgro Exchange Transaction is disclosed: Director : Lauritz Lanser Dippenaar Company : RMBH Date of transaction : 4 February 2011 Nature of transaction : Off market sale of securities Number of securities : 5,208,464 Class of securities : Ordinary shares Selling price* : R35.88 Total value of transaction : R186,889,072 Nature of interest : Direct and indirect beneficial Clearance obtained : Yes Director : Gerrit Thomas Ferreira Company : RMBH Date of transaction : 4 February 2011 Nature of transaction : Off market sale of securities Number of securities : 5,208,464 Class of securities : Ordinary shares Selling price* : R35.88 Total value of transaction : R186,889,072 Nature of interest : Direct and indirect beneficial Clearance obtained : Yes Director : Paul Kenneth Harris Company : RMBH Date of transaction : 4 February 2011 Nature of transaction : Off market sale of securities Number of securities : 1,695,779 Class of securities : Ordinary shares Selling price* : R35.88 Total value of transaction : R60,847,606 Nature of interest : Direct and indirect beneficial
Clearance obtained : Yes Note: (*) 15 day VWAP on the Pricing date. For the sake of completeness, disclosure of the following transaction in RMBH ordinary shares, which formed part of the Executive Share Purchase Transaction, is repeated: Director : Peter Cooper Company : RMBH Date of transaction : 23 December 2009 Nature of transaction : Off market purchase of securities Number of securities : 1,200,000 Class of securities : Ordinary shares Purchase price** : R26.84 Total value of transaction : R32,208,000 Nature of interest : Indirect beneficial Clearance obtained : Yes Note: (**) 30-day volume weighted average prices ruling in middle October 2009 when discussions were initiated. The Sellers of the above RMBH ordinary shares were as follows: LL Dippenaar : 516,000 shares GT Ferreira : 516,000 shares PK Harris : 168,000 shares Johannesburg 7 February 2011 Sponsor RAND MERCHANT BANK (A division of FirstRand Bank Limited) Date: 07/02/2011 16:45:01 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.

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