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FIRSTRAND LIMITED - Launch of concurrent accelerated bookbuild offerings

Release Date: 20/01/2015 17:15
Code(s): FSR FSRP     PDF:  
Wrap Text
Launch of concurrent accelerated bookbuild offerings

 


FirstRand Limited
(Incorporated in the Republic of South Africa)
(Registration number 1966/010753/06)
JSE Ordinary Share Code: FSR ISIN: ZAE000066304
JSE B Preference Share Code: FSRP ISIN: ZAE000060141
NSX Ordinary Share Code: FST
(“FirstRand”)

NOT FOR PUBLICATION, DISTRIBUTION OR RELEASE, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED
STATES, AUSTRALIA, CANADA OR JAPAN. THIS ANNOUNCEMENT DOES NOT CONSTITUTE OR FORM AN OFFER
OF SECURITIES IN THE UNITED STATES OR ANY OTHER JURISDICTION

LAUNCH OF CONCURRENT ACCELERATED BOOKBUILD OFFERINGS

Shareholders are referred to the announcement released on SENS on 31 December 2014 relating to the maturation of the
staff and director components of FirstRand’s 2005 Black Economic Empowerment (“BEE”) transaction and the unwind of the
FirstRand Black Employee Trust and the FirstRand Black Non-Executive Directors Trust (the “Trusts”).

Pursuant to the unwind of the Trusts, FirstRand, acting through its wholly-owned subsidiary, FirstRand Investment Holdings
Proprietary Limited (“FRIHL”), is offering up to 102,132,143 FirstRand ordinary shares (the “FirstRand Offer”) together with
a concurrent offering of up to 23,804,003 MMI Holdings Limited (“MMI”) ordinary shares (the “MMI Offer”).

The FirstRand Offer represents 1.8% of the issued ordinary shares of FirstRand and comprises the sale of up to 66,712,129
FirstRand ordinary shares on behalf of the beneficiaries of the Trusts to settle the tax obligations of all beneficiaries and to
deliver cash value to the beneficiaries who have elected to sell their shares after settling these obligations. In addition, in
order to reinstate the net asset value reduced by the specific repurchase of FirstRand shares on 31 December 2014,
FirstRand will issue up to 35,420,014 new ordinary shares, representing, 0.6% of the FirstRand ordinary shares currently in
issue.

The MMI Offer represents 1.5% of the issued ordinary shares of MMI and comprises the sale of up to 12,647,470 MMI
ordinary shares on behalf of the beneficiaries of the Trusts to settle the tax obligations of all beneficiaries and to deliver cash
value to the beneficiaries who have elected to sell their shares after settling these obligations. In addition, FRIHL will
dispose of up to a further 11,156,533 MMI shares received as part of the unwind of the Trusts.

The FirstRand Offer and the MMI Offer (together, “the Offers”) are made by way of an accelerated bookbuild process to
qualifying institutional investors only. The Offers are not made to the public.

The books for the Offers are open with immediate effect and are expected to close as soon as possible. Pricing and
allocations will be announced following the closing of the books.

FirstRand and FRIHL have agreed, subject to customary exceptions, not to issue or sell any further FirstRand ordinary
shares or MMI ordinary shares for a period of 90 days after the closing of the Offers.

Rand Merchant Bank, a division of FirstRand Bank Limited (“RMB”) and Morgan Stanley & Co. International plc (“Morgan
Stanley”) are acting as joint bookrunners for the Offers.


Johannesburg
20 January 2015

Joint bookrunner and sponsor
Rand Merchant Bank (A division of FirstRand Bank Limited)

Joint bookrunner
Morgan Stanley

Legal counsel to FirstRand Limited
Webber Wentzel

Legal counsel to the joint bookrunners
Davis Polk & Wardwell London LLP


This announcement is restricted and is not for release, publication or distribution, in whole or in part, directly or indirectly, in
or into the United States, Australia, Canada, Japan or any other jurisdiction in which such release, publication or distribution
would be unlawful. This announcement is for information purposes only, does not purport to be full or complete, is subject to
change and shall not constitute or form part of an offer or solicitation of an offer to purchase or subscribe for securities in the
United States or any other jurisdiction. No reliance may be placed for any purpose on the information contained in this
announcement or its accuracy or completeness.

The FirstRand Offer shares and MMI Offer shares (together, the “Offer Shares”) have not been and will not be registered
under the United States Securities Act of 1933, as amended (the "Securities Act"), and may not be offered or sold, directly or
indirectly, in the United States, except pursuant to an exemption from, or in a transaction not subject to, the registration
requirements of the Securities Act. There will be no public offer of the Offer Shares in the United States.

Neither this announcement nor the Offers constitutes or is intended to constitute an offer to the public in South Africa in
terms of the South African Companies Act 71 of 2008 (as amended). In South Africa, the invitation to apply for Offer Shares
in terms of the Offers is only open to (i) persons who are acting as principal and who apply for Offer Shares at a minimum
acquisition cost of ZAR 1,000,000, as contemplated in section 96(1)(b) of the South African Companies Act 71 of 2008 (as
amended), or (ii) persons who comply with the requirements set out in section 96(1)(a) of the South African Companies Act
71 of 2008 (as amended).

In member states of the European Economic Area ("EEA") which have implemented the Prospectus Directive (each, a
"Relevant Member State"), this announcement and any offer if made subsequently is directed exclusively at persons who
are "qualified investors" within the meaning of the Prospectus Directive ("Qualified Investors"). For these purposes, the
expression "Prospectus Directive" means Directive 2003/71/EC (and amendments thereto, including Directive 2010/73/EU,
to the extent implemented in a Relevant Member State), and includes any relevant implementing measure in the Relevant
Member State.

In the United Kingdom this announcement is only being distributed to, and is only directed at, and any investment or
investment activity to which this announcement relates is available only to, and will be engaged in only with, Qualified
Investors who are (i) investment professionals falling with Article 19(5) of the UK Financial Services and Markets Act 2000
(Financial Promotion) Order 2005 (the "Order"); or (ii) high net worth entities falling within Article 49(2)(a) to (d) of the Order,
or (iii) other persons to whom it may otherwise be lawfully communicated (all such persons together being referred to as
"relevant persons"). Persons who are not relevant persons should not take any action on the basis of this announcement
and should not act or rely on it.

This announcement has been issued by and is the sole responsibility of FirstRand. No representation or warranty, express
or implied, is or will be made as to, or in relation to, and no responsibility or liability is or will be accepted by the joint
bookrunners or by any of their respective affiliates or agents as to, or in relation to, the accuracy or completeness of this
announcement or any other written or oral information made available to or publicly available to any interested party or its
advisers, and any liability therefore is expressly disclaimed.

This announcement does not purport to identify or suggest the risks (direct or indirect) which may be associated with an
investment in the Offer Shares. No representation or warranty is made by FirstRand or the joint bookrunners in connection
with the Offer Shares, FirstRand or MMI, and any investment decision to apply for and subscribe for Offer Shares must be
made solely on the basis of publicly available information, which information has not been independently verified by the joint
bookrunners.

The joint bookrunners are acting for FirstRand, and no one else, in connection with the Offers and will not be responsible to
anyone other than FirstRand for providing the protections offered to clients of the joint bookrunners, nor for providing advice
in relation to the Offers.




 

Date: 20/01/2015 05:15:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE'). 
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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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