RAND MERCHANT INVESTMENT HOLDINGS LIMITED - Acquisition of up to 29.9% in UK-based and listed short-term insurer

Acquisition of up to 29.9% in UK-based and listed short-term insurer

RAND MERCHANT INVESTMENT HOLDINGS LIMITED
(Incorporated in the Republic of South Africa)
(Registration number: 2010/005770/06)
ISIN: ZAE000210688
JSE ordinary share code: RMI
("RMI")

ACQUISITION OF UP TO 29.9% IN UK-BASED AND LISTED SHORT-TERM INSURER

Shareholders of RMI (“RMI Shareholders”) are referred to the
announcement published on SENS on 14 December 2016 in relation to
the acquisition by RMI (through Main Street 1353 Proprietary
Limited, a wholly-owned subsidiary of RMI) of up to 29.9% of the
issued share capital of Hastings Group Holdings plc (“Hastings”)
(“Acquisition”) at a price per share (depending on the closing
dates) between 248 pence and 255 pence, for an aggregate cash
consideration   (depending on   the  closing  dates)  of  between
approximately GBP487.3 million and GBP499.5 million (“Acquisition
Consideration”).

The Acquisition and the determination of the closing dates and the
Acquisition Consideration was conditional upon the receipt of
regulatory approvals from the Financial Surveillance Department of
the South African Reserve Bank, the UK Financial Conduct Authority
and the Gibraltar Financial Services Commission (the “Regulators”).

RMI Shareholders are advised that the requisite regulatory approvals
have been received from all three Regulators and the Closing Date of
the Acquisition will be on 1 March 2017. The Acquisition
Consideration will be a cash consideration of GBP487.3 million (248
pence per share).

As previously announced, RMI has also entered into a relationship
agreement with Hastings (“Relationship Agreement”). Under the terms
of the Relationship Agreement, RMI will be able to nominate for
appointment a director to the board of Hastings (“Hastings Board”)
and appoint an observer to the Hastings Board and to all standing
committees of the Hastings Board (other than the nominations
committee) for so long as RMI holds a direct or indirect interest of
between 15% and 29.9% in the ordinary share capital of Hastings. The
first such appointees will be Herman Bosman, CEO of RMI as the
director and Willem Roos, CEO of OUTsurance Holdings Limited as the
observer.


Sandton
21 February 2017


Sponsor
RAND MERCHANT BANK (A division of FirstRand Bank Limited)

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