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FNB/MMI - FNB Namibia Holdings/MMI Holdings - Disposal by FNB Namibia and withdrawal of FNB Namibia cautionary announcement FNB Namibia Holdings Limited (Incorporated in Namibia) (Registration number 88/024) ISIN: NA0003475176 NSX share code: FNB ("FNB Namibia") MMI 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 Holdings") Disposal by FNB Namibia of its 51% shareholding in Momentum Life Assurance Namibia Limited to Metropolitan Life Namibia Limited, a subsidiary of MMI Holdings, and withdrawal of FNB Namibia cautionary announcement 1. INTRODUCTION Shareholders of FNB Namibia and MMI Holdings are advised that FNB Namibia and Metropolitan Life Namibia Limited ("Metropolitan Life Namibia"), a subsidiary of MMI Holdings, have entered into a binding sale of shares agreement ("Agreement") in terms of which FNB Namibia will dispose of its 51% shareholding in Momentum Life Assurance Namibia Limited ("Momentum Namibia") to Metropolitan Life Namibia (the "Transaction"). Momentum Namibia conducts business as a registered long-term insurer in Namibia. 2. THE TRANSACTION Rationale Following the unbundling of Momentum Group Limited out of the FirstRand Group in South Africa, FNB Namibia took a strategic decision to disinvest its stake in Momentum Namibia. FNB Namibia will, however, continue to offer its clients long term insurance products through a banc-assurance arrangement with Metropolitan Life Namibia. The consolidation of MMI Holdings` insurance operations in Namibia will lead to improved efficiencies and is in line with international practices for insurance groups and financial conglomerates. MMI Holdings is excited about the growth opportunities in Namibia and the Transaction creates a platform to grow its presence in the country. Terms of the Transaction In terms of the Transaction, FNB Namibia will dispose of its 51% shareholding in Momentum Namibia to Metropolitan Life Namibia. The Transaction has been approved by the relevant authorities and will be effective from 1 July 2012. The Transaction is not subject to any suspensive conditions. Purchase price The purchase price payable by Metropolitan Life Namibia to FNB Namibia in terms of the Agreement is N$371 003 319 of which N$28 600 000 will remain outstanding as a vendor loan, which will be settled out of certain specifically determined proceeds of the banc- assurance business conducted by Momentum Life Namibia. The purchase price will be funded through Metropolitan International, a wholly-owned subsidiary of MMI Holdings, subscribing for 8 073 818 shares in Metropolitan Life Namibia for a total subscription consideration of N$350 000 000. 3. WITHDRAWAL OF CAUTIONARY ANNOUNCEMENT FNB Namibia shareholders are further advised that following the release of this announcement the cautionary announcement dated 16 May 2012 is now withdrawn. 21 June 2012 Merchant bank and sponsor to MMI Holdings and FNB Namibia RAND MERCHANT BANK (A division of FirstRand Bank Limited) Legal advisors to MMI Holdings Webber Wentzel Sponsor to MMI Holdings in South Africa Merrill Lynch South Africa (Proprietary) Limited Sponsor to MMI Holdings in Namibia Simonis Storm Securities (Proprietary) Limited Sponsor to FNB Namibia IJG Securities (Proprietary) Limited Member of the NSX 100 Robert Mugabe Avenue P O Box 186, Windhoek, Namibia Registration No. 95/505 Date: 21/06/2012 16:00:05 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.
