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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 (a''MMI Holdingsa'')
Acquisition by Metropolitan Life Namibia Limited, a subsidiary of MMI Holdings, of Momentum Group Limiteda''s 49 percent shareholding in Momentum Life Assurance Namibia Limited, resulting in the consolidation of MMI Holdingsa'' operations in Namibia INTRODUCTION
Shareholders of MMI Holdings are referred to the announcement published by MMI Holdings and FNB Namibia Holdings Limited on 21 June 2012. Shareholders are advised that Metropolitan Life Namibia Limited ("Metropolitan Life Namibia"), a subsidiary of MMI Holdings, has entered into a binding sale of shares agreement with Momentum Group Limited ("Momentum") in terms of which Metropolitan Life Namibia will, subject to the fulfilment of the suspensive condition referred to below ("Suspensive Condition"), acquire Momentum's 49 percent shareholding in Momentum Life Namibia from Momentum (the "Transaction"). Momentum Life Namibia conducts business as a registered long-term insurer in Namibia. SMALL RELATED PARTY TRANSACTION
MMI Holdings is a material shareholder of Metropolitan Life Namibia, Momentum and Momentum Life Namibia for purposes of the Listings Requirements of the JSE Limited ("Listings Requirements"). As a result the Transaction is categorised as a small related party transaction in terms of section 10.7 of the Listings Requirements. THE TRANSACTION Rationale for the Transaction
The acquisition by Metropolitan Life Namibia of the remaining 49 percent of Momentum Life Namibia from Momentum concludes the integration of Metropolitan Life Namibia and Momentum Life Namibia. The Transaction will enable a coordinated approach in growing the businesses, using three independent brands, Momentum, Metropolitan and Swabou as client facing brands that will cover the full Living Standards Measure spectrum in the Namibian market.
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. The Transaction creates a platform for MMI Holdings to grow its presence in Namibia. Terms of the Transactions
In terms of the Transaction, Momentum will dispose of its 49 percent interest in Momentum Life Namibia to Metropolitan Life Namibia with effect from (i) 1 July 2012 if the Suspensive Condition is fulfilled on or before 31 July 2012; or (ii) the last business day of the calendar month during which the Suspensive Condition is fulfilled if the Suspensive Condition is fulfilled after 31 July 2012 (the "Transaction Closing Date"). Purchase price
The purchase price payable by Metropolitan Life Namibia to Momentum for Momentum's 49 percent shareholding in Momentum Life Namibia is N$349 198 085, adjusted upwards at 13 percent from 1 July 2012 up to the Transaction Closing Date.
The purchase price shall be paid by K 2012071065 (South Africa) Proprietary Limited ("HoldCo"), a subsidiary of MMI Holdings, on behalf of Metropolitan Life Namibia from its own resources. Following the implementation of the Transaction, Momentum Life Namibia will become a wholly-owned subsidiary of Metropolitan Life Namibia. Pro forma financial effects
The pro forma financial effects of the Transaction on MMI Holdings' earnings per share, headline earnings per share, net asset value per share and tangible net asset value per share, based on MMI Holdings' latest published interim financial results for the 6-month period ended 31 December 2011, are insignificant as contemplated in paragraph 9.15 of the Listings Requirements. SUSPENSIVE CONDITION
The Transaction is subject to the suspensive condition that MMI Holdings receives confirmation from an independent expert acceptable to the JSE Limited ("JSE") that the terms of the Transaction are fair to the shareholders of MMI Holdings. FURTHER ANNOUNCEMENT
In terms of section 10.7(b) of the Listings Requirements, MMI Holdings is required to provide the JSE with written confirmation from an independent expert acceptable to the JSE, that the terms of the Transaction are fair as far as the shareholders of MMI Holdings are concerned ("Fairness Opinion"). MMI Holdings has engaged Deloitte and Touche to prepare the Fairness Opinion. Following receipt of the Fairness Opinion, MMI Holdings will provide the JSE with a copy thereof and will release a further announcement on SENS advising shareholders of the findings in the Fairness Opinion. Assuming that Deloitte and Touche found that the terms of the Transaction are fair to MMI Holdings shareholders, the Fairness Opinion will lie for inspection at MMI Holdings' registered office for a period of 28 days from the date of the further announcement. 2 July 2012 Merchant bank and sponsor to MMI Holdings
RAND MERCHANT BANK (A division of FirstRand Bank Limited) Legal advisors to MMI Holdings Webber Wentzel Sponsor to MMI Holdings Merrill Lynch South Africa (Proprietary) Limited NSX sponsor to MMI Simonis Storm Securities Proprietary Limited
Date: 02/07/2012 11:20:00 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.
