RMB HOLDINGS LIMITED - RMB Holdings Limited announces an extension of its investment strategy

RMB Holdings Limited announces an extension of its investment strategy

RMB HOLDINGS LIMITED
(Incorporated in the Republic of South Africa)
(Registration number 1987/005115/06)
ISIN: ZAE000024501
JSE ordinary share code: RMH


     RMB HOLDINGS LIMITED ANNOUNCES AN EXTENSION OF ITS INVESTMENT
                             STRATEGY



Expansion of the RMB Holdings Limited investment strategy


Since the unbundling of its insurance investments into Rand Merchant Investment Holdings
Limited (RMI) in 2011, RMB Holdings Limited (RMH) has been a focused investment holding
company with the only investment being its 34% stake in FirstRand Limited, a diversified
banking group. As communicated to the market, the board continuously evaluates the
selective diversification of the RMH portfolio into investments complementary to its banking
interest while retaining the flexibility of the RMH structure.

In line with this, the board wishes to inform shareholders that RMH will be expanding its
investment strategy to include a property investment business. The board believes that the
property investment strategy meets RMH’s stated objective of creating shareholder value. It
will also diversify RMH’s earnings base as it will invest across the breadth of the property
value chain. In keeping with the group's history and ethos, the focus will be on
entrepreneurial and owner-managed businesses. The strategy will involve investing in
physical property portfolios as well as vertically integrated property companies, specifically
with internal management teams that offer asset management, development management
and property management skills.

The property strategy

The property strategy will create a diversified portfolio of superior and scalable entrepreneur-
led businesses with proven track records in managing and building out property portfolios.
RMH will follow a phased approach to acquire its various property investments.

RMH will assist these players with capital, strategic input, networking opportunities,
structural longevity and additional governance systems.

The RMH property investment case will be characterised by owner-managed businesses, a
broader value chain in property, the unlisted nature of the portfolio, a balance between net
asset value and yield, as well as a lower concentration risk as RMH will acquire stakes
across multiple strategies, sub-sectors and geographies in time.

The structure

The RMH property initiative will revolve around a core portfolio with one key development
partner. This anchor investment will target the more traditional and larger areas of South
African property (principally office, retail and industrial property). The initiative will also
include a specialist portfolio which will focus on niche areas of the property sector.

First investment

The board is pleased to announce the investment in the core portfolio and key development
partner.

RMH intends to make a 25.01% equity investment in leading South African property group,
Atterbury. Atterbury has a 22-year successful track record in entrepreneurial property skills,
as well as development and asset management ability. The Atterbury team is regarded as
one of the most innovative players in the South African property market. Having developed
more than two million square meters both inside and outside of South Africa, Atterbury is the
ideal partner for RMH to capitalise on property opportunities.

The 130 000 square meters Mall of Africa that opened on 28 April 2016 and the already
developed 300 000 square meters of commercial, retail and industrial properties on the
Waterfall land, are examples of developments successfully completed by Atterbury.

Although Atterbury is an unlisted entity, it has also played a significant role in two major
transactions in the listed property sector. Atterbury was involved in the establishment of
Attfund that was reversed into Hyprop Investments Limited (Hyprop) in 2011. The Attfund
assets remain an important part of Hyprop’s current portfolio. Atterbury formed Attacq
Limited (Attacq) in 2005 and played an instrumental role in the successful listing of Attacq in
2013.

RMH will provide capital commitment and long term focus to expand Atterbury and assist in
executing on its development pipeline and broader growth ambitions.

Financial effects

The financial effects of this transaction will be immaterial on the financial results of RMH
over the short to medium term. RMH intends to fund its investment into Atterbury via
preference share funding.
Conditions precedent

The successful conclusion of the investment into Atterbury is subject to approval by
competition authorities.



Sandton
3 May 2016

Sponsor

RAND MERCHANT BANK (A division of FirstRand Bank Limited)

Corporate advisors

Java Capital Proprietary Limited
Registration number: 2002/031862/07

PricewaterhouseCoopers Advisory Services Proprietary Limited
Registration number: 1999/024417/07

Legal advisors

Cliffe Dekker Hofmeyr Inc.
(Registration number 2008/018923/21)

Debt advisors

RAND MERCHANT BANK (A division of FirstRand Bank Limited)

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