Sharenet Sites 
Sharenet Sites
REM - Remgro Limited - In specie special dividend distribution by Remgro of 26 687 288 shares in Impala Platinum Holdings Limited ("IMPLATS") to its shareholders Remgro Limited (Incorporated in the Republic of South Africa) (Registration number: 1968/006415/06) (Tax reference number: 9500/124/71/5) ISIN: ZAE000026480 Share Code: REM ("Remgro" or "the Company") IN SPECIE SPECIAL DIVIDEND DISTRIBUTION BY REMGRO OF 26 687 288 SHARES IN IMPALA PLATINUM HOLDINGS LIMITED ("IMPLATS") TO ITS SHAREHOLDERS 1 Introduction On 31 May 2012, the Board of Remgro has resolved to distribute 26 687 288 shares in Implats which equate to 4,4% of the entire issued share capital of Implats ("Implats shares") to its ordinary and "B" ordinary shareholders ("Remgro shareholders") in terms of section 46 of the Companies Act, No 71 of 2008 and the provisions of the articles of association of the Company (the "proposed distribution"). 2 Rationale It was decided to distribute the investment in Implats as the directors were of the opinion that shareholders should be given the choice of direct ownership. Implats is a non-strategic passive investment seen as part of the Group`s cash and near cash position. Remgro currently holds surplus funds relative to its immediate needs and the Group has historically, from time to time, returned surpluses to its shareholders by way of special dividends and dividends in specie. Distributing the Implats shares directly to shareholders will maximise shareholders` returns and will eliminate a portion of the discount to net asset value that Remgro trades at and thus unlock value for shareholders. The proposed distribution will increase shareholder flexibility, liquidity and the free float of the Implats shares on the JSE Limited ("JSE"). The distribution of the investment in Implats to its shareholders as a distribution out of income reserves, afford shareholders the opportunity to obtain a direct shareholding in Implats. 3 Details of the proposed distribution Remgro will distribute the Implats shares to shareholders in the ratio of 5.16582 Implats shares for every 100 Remgro ordinary shares or unlisted "B" ordinary shares ("Remgro shares") held on the record date. In the event that the distribution results in a Remgro shareholder becoming entitled to a fraction of an Implats share, the relevant fraction will be rounded as follows: - if the fraction is less than 0.5, the Remgro shareholder will have his/her entitlement to Implats shares rounded down to the nearest whole number; or - if the fraction is equal to or greater than 0.5, the Remgro shareholder will have his/her entitlement to Implats shares rounded up to the nearest whole number. 4 Pro forma financial effects of the proposed distributionThe table below summarises the unaudited pro forma financial effects of the proposed distribution on shareholders based on the unaudited results of Remgro for the six months ended 31 December 2011. The unaudited pro forma financial effects are the responsibility of the Remgro directors and have been prepared for illustrative purposes only to provide information about how the proposed distribution may affect the financial position of the shareholders on the relevant reporting date. Due to its nature, the unaudited pro forma financial effects may not be a fair reflection of Remgro`s financial position after the implementation of the proposed distribution or of Remgro`s future earnings. Unaudited financial Unaudited pro Change results at 31 forma results (%) December 2011 before after the the proposed proposed
distribution distribution (cents) (cents) Earnings per Remgro 767.5 1 496.2 94.9 share Fully diluted earnings 758.6 1 485.4 95.8 per Remgro share Headline earnings per 515.5 491.5 (4.7) Remgro share Fully diluted headline 508.2 484.3 (4.7) earnings per Remgro share Net asset value per 10 841 10 020 (7.6) Remgro share Net tangible asset value 10 777 9 956 (7.6) per Remgro share Notes: 1. The pro forma financial effects are based on the unaudited results of Remgro for the six months ended 31 December 2011. The financial impact on the earnings of Remgro are illustrated as if the proposed distribution had been completed on 1 July 2011, while the impact on the net assets of Remgro are shown as if the proposed distribution had been implemented on 31 December 2011. 2. An Implats ordinary share price of R167.35 at 31 December 2011 was used in the calculation of the pro forma financial effects. 5 Working capital statement The Board is of the opinion that, after considering the effect of the proposed distribution and all reasonably foreseeable financial circumstances of the Company at that time- a the assets of the Company, as fairly valued, equal or exceed the liabilities of the Company, as fairly valued; and b it appears that the Company will be able to pay its debts as they become due in the ordinary course of business for a period of 12 months following the proposed distribution. 6 Remgro Limited Equity settled share appreciation rights scheme 2008 ("SAR scheme") In terms of the rules of the SAR scheme the original grant price will be adjusted to ensure that participants are placed in a substantially similar position to the position that they were in before the proposed distribution. These adjustments will be determined after the distribution has been implemented and will be submitted to Remgro`s Remuneration and Nomination Committee for approval. PwC was appointed to confirm to the JSE that the adjustments made are in accordance with the provisions of the SAR scheme. 7 Foreign Remgro shareholders The distribution of Implats shares to foreign Remgro shareholders may be affected by the laws of such foreign Remgro shareholders` relevant jurisdiction. Those foreign Remgro shareholders should consult their professional advisors as to whether they require any governmental or other consent or need to observe any other formalities to enable them to participate in the proposed distribution. 8 Exchange control Remgro shareholders whose registered address is outside the common monetary area will need to comply with the exchange control regulations. If Remgro shareholders are in any doubt as to what action to take they should consult their professional advisors. 9 Taxation considerations relating to the proposed distribution Capital Gains Taxation The base cost of Remgro shareholders, who hold their shares as capital assets, will remain unchanged as the distribution will be made out of income reserves. The base cost of the Implats shares will be the market value as at the close of business on the day before the record date. Dividends Tax The in specie special dividend is not subject to dividends tax as Remgro has approximately R8.8 billion of secondary taxation on companies ("STC") credits available to apply against the dividend. The total issued share capital at the date of this announcement amounts to 516 612 722 shares, consisting of 481 106 370 ordinary shares and 35 506 352 B ordinary shares. Securities Transfer Taxation ("STT") Remgro will pay the STT on behalf of shareholders. An announcement regarding the taxation treatment of the distribution will be released on SENS at a later stage. 10 Salient dates and times The salient dates and times for the proposed distribution are set out below: 2012
Last day to trade in Remgro shares in order Friday 15 June to participate in the proposed distribution on Remgro shares trade "ex" entitlement to Monday 18 June Implats shares in terms of the proposed distribution on Record date to participate in the proposed Friday 22 June distribution, by the close of trade on Proposed distribution date on Monday 25 June Dematerialised shareholders will have their Monday 25 June accounts with their CSDP or broker updated with the Implats shares received pursuant to the proposed distribution on Share certificates in respect of the Implats Monday 25 June shares will be posted, by registered post, at the risk of the certificated shareholder concerned, to certificated shareholders on or about
Notes: 1. These dates and times are subject to change. Any material change will be released on SENS. 2. Any reference to time is a reference to South African time. 3. No dematerialisation or rematerialisation of ordinary share certificates may take place between Monday, 18 June 2012 and Friday, 22 June 2012 both days inclusive. 11 Comment Jannie Durand, newly appointed CEO of Remgro commented "The proposal to distribute Implats to our shareholders and by doing so unlock substantial value for shareholders was the brainchild of Thys Visser, late CEO of Remgro. The board wishes to recognize Mr Visser for this last act before his tragic death last month". 31 May 2012 Johannesburg Merchant bank and sponsor to Remgro RAND MERCHANT BANK (A division of FirstRand Bank Limited) Attorneys to Remgro Cliffe Dekker Hofmeyr Incorporated Date: 31/05/2012 17:05:01 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.
