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Statement regarding possible offer for Aldermore Group PLC
FirstRand Limited
(Incorporated in the Republic of South Africa)
(Registration number 1966/010753/06)
JSE ordinary share code: FSR
Ordinary share ISIN: ZAE000066304
JSE B preference share code: FSRP
B preference share ISIN: ZAE000060141
NSX ordinary share code: FST
FirstRand Bank Limited
(Incorporated in the Republic of South Africa)
(Registration number 1929/001225/06)
JSE company code interest rate issuer: FRII
JSE company code debt issuer: FRD
JSE company code ETF issuer: FRLE
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN
WHOLE OR IN PART, IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO
WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF THAT
JURISDICTION
THIS ANNOUNCEMENT IS NOT AN ANNOUNCEMENT OF A FIRM INTENTION TO MAKE
AN OFFER UNDER RULE 2.7 OF THE CITY CODE ON TAKEOVERS AND MERGERS
(THE "UK TAKEOVER CODE") AND THERE CAN BE NO CERTAINTY THAT ANY
TRANSACTION WILL PROCEED, NOR AS TO THE TERMS OF ANY SUCH
TRANSACTION
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION
FOR IMMEDIATE RELEASE
13 October 2017
FirstRand Limited
Statement regarding possible offer for Aldermore Group PLC
The Board of FirstRand Limited (“FirstRand”) notes the statement made by Aldermore Group
PLC (“Aldermore”) today and confirms that it has made an approach to acquire the entire
issued and to be issued share capital of Aldermore.
FirstRand has been assessing opportunities to build a sustainable long-term deposit franchise
to fund its strategy to grow and diversify the revenues of its current UK business. The possible
acquisition of Aldermore, with its unique operating model, market positioning and strength in
deposit taking, would provide the ideal platform for FirstRand to fulfil this strategy on an
accelerated basis.
The making of any firm offer would be subject to the satisfaction of a number of pre-conditions
including, but not limited to, due diligence to the satisfaction of FirstRand, and the unanimous
recommendation of the Board of Aldermore.
There can be no certainty that any firm offer will be made.
In accordance with Rule 2.6(a) of the UK Takeover Code, FirstRand is required, by no later
than 5.00 p.m. on 10 November 2017, being 28 days after today’s date, either to announce a
firm intention to make an offer for Aldermore in accordance with Rule 2.7 of the UK Takeover
Code or announce that it does not intend to make an offer, in which case the announcement
will be treated as a statement to which Rule 2.8 of the UK Takeover Code applies. This
deadline can be extended with the consent of the Panel on Takeovers and Mergers (the
“Panel”) in accordance with Rule 2.6(c) of the UK Takeover Code.
A further announcement will be made if appropriate.
Enquiries:
FirstRand Limited
Sam Moss, Head of Investor Relations Tel: +27 11 282 1341
Important notices
This announcement is not intended to, and does not, constitute or form part of any offer,
invitation or the solicitation of an offer to purchase, otherwise acquire, subscribe for, sell or
otherwise dispose of, any securities whether pursuant to this announcement or otherwise.
The distribution of this announcement in jurisdictions outside the United Kingdom may be
restricted by law and therefore persons into whose possession this announcement comes
should inform themselves about, and observe, such restrictions. Any failure to comply with the
restrictions may constitute a violation of the securities law of any such jurisdictions.
Dealing Disclosure Requirements of the Code
Under Rule 8.3(a) of the Code, any person who is interested in 1% or more of any class of
relevant securities of an offeree company or of any securities exchange offeror (being any
offeror other than an offeror in respect of which it has been announced that its offer is, or is
likely to be, solely in cash) must make an Opening Position Disclosure following the
commencement of the offer period and, if later, following the announcement in which any
securities exchange offeror is first identified.
An Opening Position Disclosure must contain details of the person’s interests and short
positions in, and rights to subscribe for, any relevant securities of each of (i) the offeree
company and (ii) any securities exchange offeror(s). An Opening Position Disclosure by a
person to whom Rule 8.3(a) applies must be made by no later than 3.30 pm (London time) on
the 10th business day following the commencement of the offer period and, if appropriate, by
no later than 3.30 pm (London time) on the 10th business day following the announcement in
which any securities exchange offeror is first identified. Relevant persons who deal in the
relevant securities of the offeree company or of a securities exchange offeror prior to the
deadline for making an Opening Position Disclosure must instead make a Dealing Disclosure.
Under Rule 8.3(b) of the Code, any person who is, or becomes, interested in 1% or more of
any class of relevant securities of the offeree company or of any securities exchange offeror
must make a Dealing Disclosure if the person deals in any relevant securities of the offeree
company or of any securities exchange offeror. A Dealing Disclosure must contain details of
the dealing concerned and of the person’s interests and short positions in, and rights to
subscribe for, any relevant securities of each of (i) the offeree company and (ii) any securities
exchange offeror(s), save to the extent that these details have previously been disclosed
under Rule 8. A Dealing Disclosure by a person to whom Rule 8.3(b) applies must be made
by no later than 3.30 pm (London time) on the business day following the date of the relevant
dealing.
If two or more persons act together pursuant to an agreement or understanding, whether
formal or informal, to acquire or control an interest in relevant securities of an offeree company
or a securities exchange offeror, they will be deemed to be a single person for the purpose of
Rule 8.3.
Opening Position Disclosures must also be made by the offeree company and by any offeror
and Dealing Disclosures must also be made by the offeree company, by any offeror and by
any persons acting in concert with any of them (see Rules 8.1, 8.2 and 8.4).
Details of the offeree and offeror companies in respect of whose relevant securities Opening
Position Disclosures and Dealing Disclosures must be made can be found in the Disclosure
Table on the UK Takeover Panel’s website at www.thetakeoverpanel.org.uk, including details
of the number of relevant securities in issue, when the offer period commenced and when any
offeror was first identified. You should contact the UK Takeover Panel’s Market Surveillance
Unit on +44 (0)20 7638 0129 if you are in any doubt as to whether you are required to make
an Opening Position Disclosure or a Dealing Disclosure.
Publication on Website
A copy of this announcement will be available on FirstRand’s website at www.FirstRand.co.za
by no later than 12 noon (London time) on Monday 16 October 2017. The content of the
website referred to in this announcement is not incorporated into and does not form part of
this announcement.
Sponsor
RAND MERCHANT BANK (a division of FirstRand Bank Limited)
Date: 13/10/2017 02:05:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE').
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