RMI - RMI Holdings - Completion of Outsurance Acquisition, Sale of Outsurance

RMI - RMI Holdings - Completion of Outsurance Acquisition, Sale of Outsurance   
ordinary shares to Management Team and Confirmation of make up of RMI Holdings  
Investment Portfolio                                                            
RAND MERCHANT INSURANCE HOLDINGS LIMITED                                        
(Incorporated in the Republic of South Africa)                                  
(Registration number 2010/005770/06)                                            
JSE Ordinary share code: RMI                                                    
ISIN: ZAE000153102                                                              
("RMI Holdings")                                                                
COMPLETION OF OUTSURANCE ACQUISITION, SALE OF OUTSURANCE ORDINARY SHARES TO     
MANAGEMENT TEAM AND CONFIRMATION OF MAKE UP OF RMI HOLDINGS INVESTMENT PORTFOLIO
Shareholders are referred to the pre-listing statement issued by RMI Holdings on
3 February 2011, as well as the finalisation announcement published by RMB      
Holdings Limited ("RMBH") on 25 February 2011.                                  
1.   COMPLETION OF OUTSURANCE ACQUISITION                                       
Shareholders are advised that the implementation of the acquisition by RMI      
Holdings of an additional 45% effective interest in OUTsurance Holdings Limited 
("OUTsurance") from FirstRand Limited ("FirstRand") has been completed.  The    
effective date of the acquisition is 4 May 2011.                                
The agreed purchase price of R 3 750 million for the interest acquired in       
OUTsurance was adjusted for, inter alia, an interim dividend payment and        
interest accrued on the purchase price, resulting in a final purchase price of R
3 640 million.  RMI Holdings also acquired preference shares in OUTsurance held 
by the FirstRand group for a purchase price of R401 million.                    
2.   SALE OF OUTSURANCE ORDINARY SHARES TO MANAGEMENT TEAM                      
RMI Holdings has reached agreement to sell an effective interest of 6,8% in the 
ordinary share capital of OUTsurance to the management team of OUTsurance for a 
purchase consideration of R 552 million.  RMI Holdings will facilitate the      
transaction by providing term funding to the management group for part of the   
purchase consideration. This transaction is expected to be implemented during   
July 2011.                                                                      
Once the management share purchase transaction has been implemented, the        
effective shareholdings in OUTsurance will be as follows:                       
RMI Holdings                                                         83,2%      
OUTsurance management, incl. share trust                             16,8%      
100,0%       

3.   MAKE UP OF RMI HOLDINGS INVESTMENT PORTFOLIO                               
The OUTsurance acquisition represents the final step in the RMBH / RMI Holdings 
reorganisation.                                                                 
To facilitate greater transparency and to assist shareholders in evaluating the 
RMI Holdings investment portfolio, the following analysis of the current make up
of the group`s investment portfolio is provided:                                
                             Ordinary       Percentage          Current         
Shares held    of issued           value(1)        

                             (million)      capital        R million            
Listed Equities:                                                                
Discovery Holdings Ltd        148,0          25,0%          5 697               
MMI Holdings Ltd              391,6          26,0%          6 658               
Unlisted Equities:                                                              
OUTsurance Holdings Ltd                      83,2%          6 929               
RMB-SI Investments (Pty) Ltd                 76,9%          196                 
Other Assets / Pref. Share Investments                      1 388               
Net liabilities / Borrowings                                (1 450)             
INTRINSIC VALUE                                             19 418              
Cents per RMI Holdings ordinary share                       1 307               
Note 1:   Current value of listed equities based on closing prices on 20 June   
2011, while unlisted equities are reflected at directors` valuation on 31       
December 2010.                                                                  
21 June 2011                                                                    
Merchant bank and transaction sponsor                                           
RAND MERCHANT BANK (A division of FirstRand Bank Limited)                       
Legal advisors                                                                  
Webber Wentzel                                                                  
Date: 21/06/2011 14:00:02 Supplied by www.sharenet.co.za                     
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