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FIRSTRAND LIMITED - Results of the concurrent accelerated bookbuild offerings

Release Date: 21/01/2015 08:00
Code(s): FSR FSRP     PDF:  
Wrap Text
Results of the 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NOT FOR PUBLICATION, DISTRIBUTION OR RELEASE, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED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

RESULTS OF THE CONCURRENT ACCELERATED BOOKBUILD OFFERINGS

Shareholders are referred to the announcement released on SENS on 20 January 2015 regarding the offering of up to
102,132,143 FirstRand ordinary shares (the “FirstRand Offer”) and a concurrent offering of up to 23,804,003 MMI Holdings
Limited (“MMI”) ordinary shares (the “MMI Offer”) (together, the “Offers”).

FirstRand is pleased to announce that the Offers have been successfully priced and closed.

102,132,143 FirstRand shares were placed with qualifying institutional investors at a price of R46.00 per share.

23,804,003 MMI shares were placed with qualifying institutional investors at a price of R28.50 per share.

Settlement and trading in the FirstRand and MMI shares is expected to commence at 09:00 on Wednesday, 28 January
2015.

FirstRand will apply for admission of 35,420,014 new FirstRand ordinary shares to trading on the Main Board of
the JSE Limited (“JSE”). Subject to the approval of the JSE, it is expected that listing of these
shares will take place on Wednesday, 28 January 2015.

Johannesburg
21 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 either of 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: 21/01/2015 08:00:00 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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