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RMH - RMB Holdings Limited - Summarised, Audited Results Announcement, Cash

Release Date: 14/09/2011 16:00
Code(s): RMH
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RMH - RMB Holdings Limited - Summarised, Audited Results Announcement, Cash and Special Dividend Declaration for the year ended 30 June 2011 RMB Holdings Limited (Incorporated in the Republic of South Africa) Registration number 1987/005115/06 Share code: RMH ISIN code: ZAE000024501 ("RMBH") SUMMARISED, AUDITED RESULTS ANNOUNCEMENT, CASH AND SPECIAL DIVIDEND DECLARATION FOR THE YEAR ENDED 30 JUNE 2011 +21% to 241,3 cents Normalised earnings R1,4 billion or 101,0 cents Ordinary dividend R1,3 billion or 95,0 cents Special dividend R36,6 billion or 2 589 cents Intrinsic Value Group restructuring Having obtained the requisite shareholder and regulatory approval, RMBH implemented a far reaching restructuring on 7 March 2011. This included, inter alia, the following steps: * the issue of new RMBH ordinary shares to Royal Bafokeng Holdings (Proprietary) Limited for a cash consideration of R2,5 billion; * the acquisition by RMBH of additional FirstRand Limited ("FirstRand") ordinary shares in exchange for the issue of new RMBH ordinary shares, thereby increasing RMBH`s holding in FirstRand to 33,9%; * the separation of RMBH`s insurance and banking interests, through the transfer of RMBH`s insurance interests to a wholly- owned subsidiary, Rand Merchant Insurance Holdings Limited ("RMI Holdings"); and * the unbundling of RMI Holdings to RMBH`s ordinary shareholders on a one-for-one basis and the separate listing of RMI Holdings on the JSE as an insurance-focused investment entity. After the restructuring, RMBH`s sole interest is its 33,9% investment in FirstRand, one of South Africa`s pre-eminent banking groups. RMBH`s results for the financial year ended 30 June 2011 thus represents an amalgam of its attributable share of FirstRand`s income (after recognising the change in interest during the year) and its attributable share of the income of its insurance interests up to the unbundling thereof. This, together with accounting for the restructuring itself, gives rise to a number of counter-intuitive outcomes in the reported results. To overcome the impact of this, the commentary focuses on normalised earnings from continuing operations as its main measurement. A reconciliation of the adjustments made to derive normalised earnings is presented in the accompanying schedules. The computation of normalised earnings has not been audited. Overview of results Global economic growth started to moderate in the first half of 2011, particularly in highly-indebted, developed economies and sentiment was further dampened by increased concern over the fiscal health of certain peripheral Eurozone nations. Factors that weighed on global economic activity included the devastating Japanese earthquake (resulting in the disruption of global supply chains); political unrest in North Africa and the Middle East; adverse weather conditions; and growing demand from emerging market economies (pushing oil and grain prices upwards). Against this uncertain global economic backdrop, the South African economy held up well, registering quarterly growth rates above 2,5% during the financial year. South African consumers, who benefited from low debt service costs and robust real income growth, were the main drivers behind this expansion. In addition, increased global commodity prices provided support to the South African export sector. However, employment growth, demand for credit and investment spending by the private sector stayed sluggish. Inflation remained within the South African Reserve Bank`s ("SARB") target band. RMBH continued to build on its strong first half performance to produce excellent results for the financial year to 30 June 2011, achieving normalised earnings from continuing operations of R3,09 billion, an increase of 28% on the previous year. After taking cognisance of the ordinary shares issued during the year, the following outcome was achieved: Year ended 30 June 2011 Cents % change per on prior share year * Attributable earnings 321,9c +60 * Headline earnings 231,7c +15 * Normalised earnings 241,3c +21 Sources of income FirstRand`s well-diversified income stream is drawn from the full spectrum of banking services and is predominantly sourced from Southern Africa. RMBH`s proportional interest therein may be extrapolated as follows: Retail banking 47% Corporate banking 20% Investment banking 33% RMBH capital position and borrowings At the end of June 2011, RMBH`s net borrowings at holding company level amounted to some R1,37 billion (2010: R0,75 billion). We anticipate that borrowings can be maintained at this level. The intrinsic value of RMBH`s investment portfolio reflects the effect of the unbundling that took place during the year, with the values at year end being as follows: As at 30 June 2011 2010 R million Market value of interest in FirstRand 37 922 30 609 Net borrowings (1 368) (754) Market value of interest in FirstRand after 36 554 29 855 borrowings Assets unbundled - 8 860 Total Intrinsic Value 36 554 38 715 Per RMBH share (cents) 2 589c 3 202c At 30 June 2011 RMBH`s market capitalisation amounted to R37,7 billion or 2 665c per share, representing a 2,9% premium to the group`s underlying intrinsic value. Dividend payment RMBH has traditionally followed the practice of returning substantially all net dividends (after providing for funding and other costs incurred at the centre) received by it in the ordinary course of business to shareholders. It is envisaged that this practice will continue after the group restructuring. For the year ended 30 June 2011, RMBH`s normalised earnings from continuing operations (that is after recognizing the impact of the unbundling of RMI Holdings) amounted to 241,3 cents per share (2010: 199,2 cents). The Board is of the opinion that RMBH is adequately capitalised at this stage and that the company will be able to meet its obligations in the foreseeable future after payment of the final dividend declared below. Having due regard to the final dividend receivable from FirstRand and applying the dividend practice outlined above, the Board of RMBH has declared a final dividend of 58,3 cents per share. Such final dividend, together with the interim dividend of 42,7 cents brings the total dividends for the year ended 30 June 2011 to 101,0 cents (2010: 124,0 cents). Such dividend is covered 2,4 times by normalised earnings per share. In total, an RMBH shareholder who has retained his RMI Holdings shares from the unbundling would have received the following ordinary dividends per share for the year ended 30 June 2011: 2011 2010 % Cents per share Interim Final Total Total change RMBH 42,7 58,3 101,0 124,0 RMI Holdings 22,8 33,7 56,5 - 65,5 92,0 157,5 124,0 +27% The Board of RMBH is of the view that the level of borrowings that the group currently carries at the centre is appropriate. Consistent with its policy of not retaining surplus resources at the centre, the Board has decided to return the proceeds of the special dividend declared by FirstRand to shareholders. Accordingly, the Board of RMBH has declared a special dividend of 95,0 cents per share. Outlook for the coming year Significant disquiet in global markets results in a highly uncertain outlook. We expect that domestic economic conditions will remain subdued in the current financial year. Growth in retail advances will remain low and given current levels of corporate capacity, investment opportunities will be limited and growth in corporate advances is therefore expected to remain subdued. Given the revenue pressures resulting from such a low growth macro environment, FirstRand continues to drive cost efficiencies. In addition, FirstRand`s operating franchises will continue to focus on opportunities in those market segments that display growth trends, and where they remain under-represented. With the exception of WesBank which anticipates a healthy lending landscape in both corporate and retail portfolios, overall balance sheet growth will be tough to generate. However, non-interest revenue should remain healthy, particularly given FNB`s focus on innovation and customer service delivery and the strength of RMB`s investing, trading and advisory franchises. GDP growth in Sub-Saharan Africa is expected to further strengthen in 2011 and 2012 and all of FirstRand`s franchises will continue to capitalise on growth opportunities in those countries identified as priorities for expansion. FNB will continue to expand its operating footprint supported by its South African platform and RMB will mine the trade and investment flows between Asia and Africa, leveraging off the existing FNB platforms and its own platform in India. The restructuring of the RMBH group into focused, separately listed banking (via RMBH) and insurance (via RMI Holdings) groups has given shareholders greater flexibility and transparency in managing their investment in the group. The quality of FirstRand`s operating franchises and their respective strategies domestically and in the rest of Africa should underpin that group`s ability to provide us, as shareholders, with sustainable superior returns. For and on behalf of the Board GT Ferreira P Cooper Chairman Chief executive officer Sandton 14 September 2011 Dividend declaration Notice is hereby given that on 14 September 2011 the Board: * declared a final dividend of 58,3 cents per share in respect of the financial year ended 30 June 2011; and * in addition a special dividend of 95,0 cents per share, was declared. Shareholders` attention is drawn to the following important dates: * Last day to trade in order to Friday, 7 October 2011 participate in these dividends * Shares commence trading "ex dividend" Monday, 10 October 2011 on * The record date for the dividend Friday,14 October 2011 payments will be * Dividend payment date Monday,17 October 2011 No dematerialisation or rematerialisation of share certificates may be done between Monday, 10 October 2011 and Friday, 14 October 2011 (both days inclusive). By order of the Board AL Maher Company secretary 14 September 2011 FirstRand group With Effect from 7 March 2011, RMBH`s sole interest is its 33,9% investment in FirstRand, one of South Africa`s pre-eminent banking groups. FirstRand`s vision is to be the African financial services group of choice, creating long-term franchise value and delivering superior and sustainable economic returns to shareholders within acceptable levels of volatility. It seeks to: * Become a predominant South African player focusing on both existing markets and those markets where the business is currently under-represented; and * Further grow the existing African franchise, targeting those markets that are expected to produce above average domestic growth and are strongly positioned to benefit from the trade and investment flows between Africa and Asia, particularly China and India. These strategies are executed through FirstRands` operating franchises, within a strategic framework set by the group. During the year, First National Bank ("FNB"), the retail and commercial bank; Rand Merchant Bank ("RMB"), the investment bank; and WesBank, the instalment finance business, continued to make good progress against this strategic intent. Operational performance FirstRand`s operating franchises, FNB, RMB and WesBank, delivered very strong operational performances. Overall non-interest revenue ("NIR") grew 7% as a result of ongoing customer acquisition and robust transactional volumes at FNB, particularly in electronic channels. WesBank generated strong fee and commission growth and RMB`s knowledge-based fee income benefited from good deal flow throughout the year. Earnings continued to be positively impacted by the significant decrease in retail bad debts (impairment charge down 34% on the previous period), particularly in the large books of FNB and WesBank. The absolute rate of reduction in bad debts flattened in the second half of the year and has now reached a normalised level. Investment income also contributed strongly, driven by the private equity and resources portfolios of RMB, and profits from the disposal of Visa Inc. shares. Asset margins benefited from new business repricing across the large lending books, although given the significant size of the in-force advances (particularly in residential mortgages) compared to the current levels of new business, the benefits will take time to materialise. Margins also continued to be impacted by the negative endowment effect on capital and deposits as average interest rates for the financial year were 114 bps lower than the previous period. Overall FirstRand`s group operating expenses reflect good ongoing cost control with costs increasing only 9%. Financial outcome FirstRand continued to build on its strong first half performance to produce excellent results for the financial year to 30 June 2011: * achieving normalised earnings from normalised continuing operations of R10,1 billion, an increase of 22% on the previous period; and * producing a normalised return on equity ("ROE") of 18,7% (2010: 17,7%). Key points regarding FirstRand`s performance may be summarised as follows: Year ended 30 June 2011 2010 % R million change Normalised earnings for ordinary shareholders derived from: - FNB South Africa 5 022 4 276 +17% - FNB Africa 540 455 +19% - RMB 3 610 3 316 + 9% - WesBank 1 862 953 +95% - FirstRand Corporate center (917) (717) +28% (including pref. div. payments) Normalised earnings from continuing 10 117 8 283 +22% operations Attributable to RMBH* 3 201 2 494 +28% * After consolidation eliminations For an in-depth review of FirstRand`s performance, RMBH shareholders are referred to www.firstrand.co.za. FirstRand capital position Given the macro environment, FirstRand seeks to operate at the higher end of its targeted shares capital levels to ensure balance sheet resilience. Its targeted capital adequacy ratio of 12% to 13,5% needs to be contrasted to the actual FirstRand ratio of 16,5%. FirstRand has completed a process of assessing current ratios against anticipated deployment, the implementation of Basel III regulatory changes and its ability to generate future capital through earnings. It is of the view that it is currently operating above the appropriate target levels. This can be ascribed to: * the recent disposal of certain non-core assets, including the group`s stakes in VISA Inc and OUTsurance, has resulted in an excess that is not required for the current expansion strategy and regulatory changes; and * the group`s operating franchises are generating good returns at a time when there is limited opportunity to grow risk weighted assets due to the current economic climate. The group has declared a special dividend of 70 cents per share due to the disposal of the non-core assets. It is FirstRand`s view that as shareholders were invested in these assets through FirstRand, the opportunistic transactions led to the unlocking of shareholder value and this realised value should be returned to shareholders. Progress with FirstRand`s African expansion strategy The case for investing in Africa is persuasive - economies are strong, political risks have stabilised, and the business climates continue to improve. FirstRand has a compelling strategy to grow its franchises on the African continent, matched with a highly disciplined approach to protecting shareholder returns. In order to protect its ROE as it builds a presence outside of its core South African operations, FirstRand prefers "greenfields" operations or small rather than significant acquisitions. Whilst this can mean expansion takes longer, potential dilution of returns can be contained. "Bolt-on" acquisitions to existing "greenfields" operations are also preferable, as these can bring additional scale more rapidly. The group regards domestic market size and potential market growth as early key considerations when identifying priority countries for expansion outside of South Africa. Based on these considerations, Nigeria, Ghana, Tanzania, Botswana, Kenya, Uganda, Angola and Zambia have been identified as the more desirable markets. As these priority countries present different commercial opportunities, FNB, RMB and WesBank pursue differentiated entry strategies, albeit within the group`s overall risk appetite and framework. Thus, FNB continues to make significant progress in building out its infrastructure in Zambia and has established a full service banking operation in Tanzania, while RMB (which already has a presence in India) has opened representative offices in Kenya and Angola to benefit from investment and trade flows between these countries and India. www.rmbh.co.za Summarised consolidated income statement For the year ended 30 June 2011 2010 % R million Audited Audite change d Continuing operations Share of after tax results from 4 255 2 543 67 associate company Investment income 13 9 Income 4 268 2 552 Acquisition, marketing and (50) (22) administration expenses Operating profit 4 218 2 530 67 Net finance costs (98) (100) Profit before tax 4 120 2 430 70 Taxation 1 1 Profit from continuing operations 4 121 2 431 70 Operations unbundled (discontinued) Profit attributable to operations 1 206 1 414 (15) unbundled Negative goodwill on acquisition of 1 370 - associate Profit on unbundling of discontinued 4 983 - operations Profit for the year 11 680 3 845 >100 Attributable to: Equity holders of RMBH 11 468 3 607 >100 Non-controlling interests 212 238 (11) Profit for the year 11 680 3 845 >100 Computation of headline earnings For the year ended 30 June 2011 2010 % R million Audited Audite change d Earnings attributable to equity holders 11 468 3 607 >100 Adjustment for: Negative goodwill on acquisition of (1 - associate 370) Profit on unbundling of discontinued (4 - operations 983) Other 12 (2) Share of adjustments made by associates: Profit on sale of shares in (1 (37) subsidiary and associate 211) Profit on sale of joint venture (178) - Profit on sale of available-for-sale (159) (69) financial assets Gains from a bargain purchase - (66) Impairment of assets in terms of 5 57 IAS36 Loss on disposal of investment 18 - securities Impairment of goodwill 29 53 Other 22 33 Total tax effect of adjustments 6 17 Total non-controlling interest 87 1 adjustments Headline earnings attributable to 3 746 3 594 4 equity holders Sources of headline earnings For the year ended 30 June 2011 2010 % R million Audited Audite change d Headline earnings from: FirstRand 3 076 2 518 22 Funding costs (110) (86) 28 Headline earnings from continuing 2 966 2 432 22 operations Momentum 98 384 MMI Holdings 96 - Discovery 260 411 (37) OUTsurance 304 359 (15) RMB Structured Insurance 22 8 >100 Headline earnings from unbundled 780 1 162 (33) operations Headline earnings for the year 3 746 3 594 4 Computation of earnings per share from continuing and unbundled operations For the year ended 30 June 2011 2010 % R million Audited Audite change d Earnings attributable to equity holders 11 468 3 607 >100 Headline earnings attributable to 3 746 3 594 4 equity holders Number of shares in issue (millions) 1 412 1 209 Weighted average number of shares in 1 272 1 199 issue (millions) Earnings per share (cents) 901,3 300,8 >100 Diluted earnings per share (cents)* 895,4 298,0 >100 Headline earnings per share (cents) 294,4 299,8 (2) Diluted headline earnings per share 290,2 297,0 (2) (cents)* Dividend per share (cents) Interim 42,7 54,0 - Final 58,3 70,0 - Total 101,0 124,0 - Dividend cover (relative to headline 2,9 2,4 earnings) From continuing operations For the year ended 30 June 2011 2010 % R million Audited Audite change d
Earnings attributable to equity holders 4 121 2 431 70 Headline earnings attributable to 2 966 2 432 22 equity holders Number of shares in issue (millions) 1 412 1 209 Weighted average number of shares in 1 280 1 209 issue (millions) Earnings per share (cents) 321,9 201,6 60 Diluted earnings per share (cents)* 316,1 200,7 57 Headline earnings per share (cents) 231,7 201,2 15 Diluted headline earnings per share 227,5 199,1 14 (cents)* * The diluted calculations give cognisance to the impact of the similar calculation within FirstRand. This has no impact on RMBH`s weighted average number of shares. Computation of normalised earnings (Unaudited) The group believes that normalised earnings more accurately reflect operational performance. Headline earnings are adjusted to take into account non-operational and accounting anomalies. These unaudited adjustments are consistent with those reported at 30 June 2010. For the year ended 30 June Not 2011 2010 % R million e Unaudite Unaudite chang d d e Headline earnings attributable to 3 746 3 594 4 equity holders RMBH`s share of adjustments made by associates: Treasury Shares 1 162 83 Reversal of private equity 156 - subsidiary realisations Net realised and fair value gains (26) - on shareholders funds Basis changes and investment 6 - variances Amortisation of intangible assets 35 - relating to business combinations Recapture of reinsurance 78 - Other 13 - IFRS 2 share based expenses (5) 73 Normalised earnings after 4 165 3 750 11 normalised adjustments by associates Adjustment for: RMBH shares held by 2 55 66 policyholder Group treasury shares 3 (201) (249) Normalised earnings attributable 4 019 3 567 13 to equity holders Notes: 1. Deconsolidation of treasury shares and "deemed" treasury shares by FirstRand and Discovery to account for: - the Discovery BEE transaction; - FirstRand shares acquired to hedge liabilities under staff share schemes; and - FirstRand shares held as policyholders` assets by group insurers. 2. Deconsolidation of "deemed" RMBH`s treasury shares held for policyholders by group insurers. 3. Adjustment to reflect earnings impact based on actual RMBH shareholding in group companies, i.e. reflecting treasury shares as if they are non-controlling interests. Sources of normalised earnings (unaudited) For the year ended 30 June 2011 2010 % R million Unaudite Unaudite chang d d e Normalised earnings from: FirstRand 3 201 2 494 28 Funding costs (110) (86) 28 Normalised earnings from continuing 3 091 2 408 28 operations Momentum 152 418 MMI Holdings 121 - Discovery 342 389 (12) OUTsurance 291 341 (15) RMB Structured Insurance 22 11 >100 Normalised earnings from unbundled 928 1 159 (20) operations Normalised earnings for the year 4 019 3 567 13 Computation of normalised earnings per share from continuing and unbundled operations (Unaudited) For the year ended 30 June 2011 2010 % R million Unaudite Unaudite chang d d e
Normalised earnings for the year 4 019 3 567 13 Weighted average number of shares in 1 281 1 209 issue (millions) Normalised earnings per share (cents) 313,8 295,0 6% Diluted normalised earnings per share 313,8 295,0 6% (cents) Dividend cover (relative to 3,1 2,4 normalised earnings) From continuing operations Normalised earnings from continuing 3 091 2 408 28 operations Weighted average number of shares in 1 281 1 209 issue (millions) Normalised earnings per share (cents) 241,3 199,2 21% Diluted normalised earnings per share 241,3 199,2 21% (cents) Summarised consolidated statement of comprehensive income For the year ended 30 June 2011 2010 % R million Audited Audited chang e
Profit for the year 11 680 3 845 >100 Other comprehensive income, net of tax Currency translation differences 10 18 Available-for-sale financial assets 13 25 Share of other comprehensive income (127) (105) of associates Other comprehensive income for the (104) (62) year Total comprehensive income for the 11 576 3 783 year Total comprehensive income attributable to: Equity holders of RMBH 11 355 3 528 >100 Non-controlling interests 221 255 (13) Total comprehensive income for the 11 576 3 783 >100 year Summarised consolidated statement of financial position as at 30 June 2011 2010 R million Audited Audited ASSETS Property and equipment 2 165 Goodwill and other intangible assets - 46 Investment in associate companies 25 061 22 371 Financial assets 19 5 288 Receivables and prepayments 25 635 Reinsurers` share of insurance provision - 152 Cash and cash equivalents 15 2 749 Total assets 25 122 31 406 EQUITY Share capital and premium 8 750 5 126 Reserves 14 951 17 722 Capital and reserves attributable to equity 23 701 22 848 holders of the company Non-controlling interests - 1 036 Total equity 23 701 23 884 LIABILITIES Financial liabilities 1 367 2 792 Insurance contract provisions - 4 184 Payables and provisions 54 546 Total liabilities 1 421 7 522 Total equity and liabilities 25 122 31 406 Summarised consolidated statement of cash flows For the year ended 30 June 2011 2010 R million Audited Audited Cash available from operating activities from 1 458 931 continuing operations Cash available from operating activities from 593 1 824 discontinued operations Dividends paid (1 447) (1 195) Investment activities from continuing (47) 303 operations Investment activities from discontinued (843) (542) operations Financing activities from continuing 2 494 (203) operations Financing activities from discontinued 79 (368) operations Net increase in cash and cash equivalents from continuing and discontinued operations 2 287 750 Unrealised foreign currency translation 26 13 adjustments Transfer to non-current assets held for sale (5 047) - Cash and cash equivalents at the beginning of 2 749 1 986 the year Cash and cash equivalents at the end of the 15 2 749 year Cash available from operating activities includes net premium receipts by short-term insurance operations. Given the fluctuations inherent in non-recurring structured insurance transactions, such cashflows are not necessarily directly comparable between years. Summarised consolidated statement of changes in equity R million Share Treasur Equity Non- capita y accounted Distri-
l and shares reserves butable premiu reserve reserve m s Balance at 30 June 2009 (audited) As previously reported 5 328 (137) 12 496 559 Total comprehensive income - - (105) 26 for the year Dividend paid - - - - Income of associated - - 2 282 - companies retained Capital invested by - - - - minorities Sale of emerging market - - - - portfolio Reserve movements relating - - - 24 to subsidiaries Change in carrying value of - - (91) - associate due to elimination of treasury shares Movement in treasury shares - (65) 94 - Reserve movements relating - - (62) - to associates Balance at 30 June 2010 5 328 (202) 14 614 609 (audited) Issue of shares 6 735 - - - Total comprehensive income - - (127) 14 for the year Dividend paid - - - - Dividend in specie: (3 - (6 976) (325) Unbundling of RMI Holdings 238) Income of associated - - 3 512 - companies retained Capital invested by - - - - minorities Reserve movements relating - - - 40 to subsidiaries Change in carrying value of - - (601) - associate due to elimination of treasury shares Movement in treasury shares - 127 115 - Reserve movements relating - - 1 451 - to associates Balance at 30 June 2011 8 825 (75) 11 988 338 (audited) R million Retaine Total Non- Total d equity Con- equity earning holders` trolling
s funds interest s Balance at 30 June 2009 (audited) As previously reported 2 396 20 642 1 099 21 741 Total comprehensive income 3 607 3 528 255 3 783 for the year Dividend paid (1 (1 197) (189) (1 386) 197) Income of associated (2 - - - companies retained 282) Capital invested by - - 188 188 minorities Sale of emerging market - - (323) (323) portfolio Reserve movements relating (26) (2) 6 4 to subsidiaries Change in carrying value - (91) - (91) of associate due to elimination of treasury shares Movement in treasury 1 30 - 30 shares Reserve movements relating - (62) - (62) to associates Balance at 30 June 2010 2 499 22 848 1 036 23 884 (audited) Issue of shares - 6 735 - 6 735 Total comprehensive income 11 468 11 355 221 11 576 for the year Dividend paid (1 (1 449) (98) (1 547) 449)
Dividend in specie: (6 (16 (1 307) (18 Unbundling of RMI Holdings 353) 892) 199) Income of associated (3 - - - companies retained 512) Capital invested by - - 130 130 minorities Reserve movements relating (35) 5 18 23 to subsidiaries Change in carrying value - (601) - (601) of associate due to elimination of treasury shares Movement in treasury 7 249 - 249 shares Reserve movements relating - 1 451 - 1 451 to associates Balance at 30 June 2011 2 625 23 701 - 23 701 (audited) Basis of preparation of results The accompanying summarised results for the year ended 30 June 2011 reflect: * the operations of RMBH and its proportionate interest in its associate, FirstRand; which has been equity accounted; and * the operations of its previously held subsidiaries, OUTsurance and RMB Structured Insurance, for the eight months ended 28 February 2011; and * RMBH`s proportionate interest in its previously held associates, Discovery and MMI Holdings, which have been equity accounted for the eight months ended 28 February 2011. This report is prepared in accordance with: * International Financial Reporting Standards ("IFRS"), including IAS 34: Interim Financial Reporting; * The requirements of the South African Companies Act, Act 71 of 2008, as amended; and * The Listings Requirements of the JSE Limited ("the JSE"). These summarised results incorporate accounting policies that are consistent with those used in preparing the financial results for the year ended 30 June 2010. These financial statements were audited by PricewaterhouseCoopers Inc. A copy of their unqualified audit opinion is available for inspection at RMB Holdings` registered office. RMB Holdings Limited ("RMBH") Registration number 1987/005115/06 Share code RMH ISIN code ZAE000024501 Directors GT Ferreira (Chairman), P Cooper (CEO), L Crouse (appointed 25 May 2011), NDJ Carroll (appointed 25 May 2011), LL Dippenaar, JW Dreyer, JJ Durand (resigned 25 May 2011), PM Goss, PK Harris, KC Shubane, (Ms) SEN Sebotsa and MH Visser. Secretary AL Maher Registered office and physical address 3rd Floor, 2 Merchant Place, Corner of Fredman Drive and Rivonia Road, Sandton, 2196 Postal address PO Box 786273, Sandton, 2146 Telephone +27 11 282 1010 Telefax +27 86 632 0963 Web address www.rmbh.co.za Sponsor (in terms of JSE Listings Requirements) Rand Merchant Bank (a division of FirstRand Bank Limited) Physical address 1 Merchant Place, corner of Fredman Drive and Rivonia Road, Sandton, 2196 Transfer secretaries Computershare Investor Services (Pty) Limited Physical address Ground Floor, 70 Marshall Street, Johannesburg, 2001 Postal address PO Box 61051, Marshalltown, 2107 Telephone +27 11 370 5000 Telefax +27 11 688 5221 RMBH`s sole interest is a 33,9% investment in FirstRand, one of South Africa`s pre-eminent banking groups. Effective interest 33,9%* FirstRand Limited (the "FirstRand or FirstRand group") The FirstRand group comprises a portfolio of leading financial services franchises; these are First National Bank ("FNB"), the retail commercial and wholesale bank, Rand Merchant Bank ("RMB"), the investment bank, and WesBank, the instalment finance business. The FirstRand provides customers with a comprehensive range of products and services according to specific target market segments. First National Bank ("FNB") services the retail, business and medium corporate segments. In addition it provides transactional services to the group`s large corporate clients. Rand Merchant Bank ("RMB") is responsible for the large corporate segment, to which it provides loans, value added advisory and structuring services. WesBank is South Africa`s dominant movable asset financier. The balance of the group includes its African banking subsidiaries and Group treasury. Date: 14/09/2011 16:00:02 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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