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MMI - MMI Holdings Limited - Dealing in securities by directors: implementation
of share purchase transaction between directors and senior executives of MMI,
Firstrand and RMBH
MMI HOLDINGS LIMITED
(Formerly METROPOLITAN HOLDINGS LIMITED)
(Incorporated in the Republic of South Africa)
(Registration number 2000/031756/06)
ISIN: ZAE000149902
JSE Share code: MMI
NSX Share code: MIM
("MMI")
DEALING IN SECURITIES BY DIRECTORS: IMPLEMENTATION OF SHARE PURCHASE TRANSACTION
BETWEEN DIRECTORS AND SENIOR EXECUTIVES OF MMI, FIRSTRAND AND RMBH
MMI shareholders are referred to an announcement by FirstRand Limited
("FirstRand") and RMB Holdings Limited ("RMBH") shareholders on 23 December 2009
in which their shareholders were advised 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. In this period FirstRand also
unbundled its interest in MMI to its shareholders.
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 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 : MMI Holdings
Date of transaction : 4 February 2011
Nature of transaction : Off market purchase of
securities
Number of securities : 1,490,864
Class of securities : Ordinary shares
Purchase price : R17.12 (Note 1)
Total value of transaction : R25,523,587
Nature and extent of interest : Non-beneficial, for delivery
in terms of the Executive
Share Purchase Transaction
Clearance obtained : Yes
Director : Paul Kenneth Harris
Company : MMI Holdings
Date of transaction : 4 February 2011
Nature of transaction : Off market purchase of
securities
Number of securities : 485,398
Class of securities : Ordinary shares
Purchase price : R17.12 (Note 1)
Total value of transaction : R8,310,005
Nature and extent of interest : Non-beneficial, for delivery
in terms of the Executive
Share Purchase Transaction
Clearance obtained : Yes
Note:
(1) 15 day VWAP on the Pricing date for FirstRand Limited was R21.16, which was
allocated between the FirstRand Limited ordinary shares and the unbundled MMI
Holdings ordinary shares.
Three MMI Directors participated in the Executive Share Purchase Transaction. As
a consequence of FirstRand unbundling its interest in MMI, such directors will
now also acquire an interest in MMI ordinary shares. For the sake of
completeness, disclosure of their consequential interest in MMI ordinary shares,
arising from their participation in the Executive Share Purchase Transaction, is
disclosed:
Director : Nicolaas Abraham Stefanus
Kruger
Company : MMI Holdings
Date of transaction : 23 December 2009
Nature of transaction : Off market purchase of
securities
Number of securities : 315,254
Class of securities : Ordinary shares
Deemed price* : R16.40
Total value of transaction : R5,170,166
Nature of interest : Indirect beneficial
Clearance obtained : Yes
Director : Sizwe Errol Nxasana
Company : MMI Holdings
Date of transacton : 23 December 2009
Nature of transaction : Off market purchase of
securities
Number of securities : 630,508
Class of securities : Ordinary shares
Deemed Price* : R16.40
Total value of transaction : R10,340,331
Nature of interest : Indirect beneficial
Clearance obtained : Yes
Director : Johann Petrus Burger
Company : MMI Holdings
Date of transaction : 23 December 2009
Nature of transaction : Off market purchase of
securities
Number of securities : 840,677
Class of securities : Ordinary shares
*Deemed price : R16.40
Total value of transaction : R13,787,103
Nature of interest : Indirect beneficial
Clearance obtained : Yes
Note:
(*)The MMI Holdings shares were acquired at no consideration due to the
unbundling of MMI Holdings by FirstRand. The deemed price represents the closing
price of the MMI Holdings shares on 3 February 2011.
Johannesburg
7 February 2011
Sponsor
Merrill Lynch South Africa (Pty) Limited
Date: 07/02/2011 16:45:55 Supplied by www.sharenet.co.za
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