RAND MERCHANT INVESTMENT HOLDINGS LIMITED - Acquisition of further interest in OUTsurance and withdrawal of cautionary announcement

Acquisition of further interest in OUTsurance and withdrawal of cautionary announcement

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" or “the Company”)

ACQUISITION OF FURTHER    INTEREST   IN    OUTSURANCE   AND   WITHDRAWAL    OF
CAUTIONARY ANNOUNCEMENT

1. Introduction

Shareholders of RMI are advised that the Company has increased its
shareholding   in   OUTsurance   Holdings   Limited   (“OUTsurance”).
Following two transactions, as set out in this announcement, RMI’s
shareholding in OUTsurance will increase from 84.1% to 87.5%.

2. OUTsurance acquisition of an indirect stake in Hastings

As communicated in RMI’s interim results announcement and in the
detailed cautionary announcement released on the Stock Exchange News
Service on 13 March 2017, the Company and OUTsurance have entered
into an agreement in terms of which RMI will dispose of a 49%
interest in RMI’s wholly-owned subsidiary, Main Street 1353
Proprietary Limited (“Main Street”), to OUTsurance (“the Proposed
Transaction”). The Proposed Transaction will result in the 29.9%
shareholding Main Street acquired in Hastings Group Holdings plc
(“Hastings”) on 1 March 2017 being held in a 51%:49% partnership
between RMI and OUTsurance. The Proposed Transaction will be
concluded on similar terms to RMI’s initial investment in Hastings.
OUTsurance will fund the Proposed Transaction through surplus cash
and the issue of new shares at an effective OUTsurance equity value
of R29.2 billion.

The Proposed Transaction remains subject, inter alia, to the
requisite regulatory approvals.


3. Acquisition of additional OUTsurance shares

As set out in OUTsurance’s interim results, certain members of the
executive team have recently become non-executive directors. This
change in roles involved them indicating their intention to dispose
of a portion of their OUTsurance shares. RMI has exercised its pre-
emptive rights to acquire these shares (“Management Acquisition”).
The Management Acquisition was executed at an effective OUTsurance
equity value of R28.9 billion.

RMI issued 20,000,000 new shares (“New Ordinary Shares”) to existing
RMI shareholders and the proceeds were utilised to fund the
Management Acquisition.

4. Withdrawal of cautionary announcement

Following publication of this announcement, caution is no longer
required to be exercised by RMI shareholders when dealing in their
RMI shares.

Sandton
12 May 2017

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

Legal Advisers
ALLEN & OVERY LLP AND CLIFFE DEKKER HOFMEYR INC

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