FIRSTRAND LIMITED - Recommended cash offer for Aldermore Group PLC: Scheme sanctioned by Court

Release Date: 13/03/2018 07:05
 
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Recommended cash offer for Aldermore Group PLC: Scheme sanctioned by Court

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, 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 CONTAINS INSIDE INFORMATION

RECOMMENDED CASH OFFER for Aldermore Group PLC by FirstRand International
Limited, a wholly-owned subsidiary of FirstRand Limited

SCHEME SANCTIONED BY COURT
FirstRand Limited ("FirstRand") is pleased to announce that the Court has
today sanctioned the Scheme by which the recommended cash offer for
Aldermore PLC by FirstRand International Limited ("FirstRand Offeror"), a
wholly-owned subsidiary of FirstRand Limited, is being implemented.

The Scheme will become effective upon the Court order being delivered to
the Registrar of Companies, which is expected to take place on 14 March
2018.

Trading in Aldermore Shares on the London Stock Exchange’s main market for
listed securities and the listing of Aldermore Shares on the Official List
of the UK Listing Authority will be suspended with effect from 7:30 a.m. on
14 March 2018 and the listing of Aldermore Shares will be cancelled with
effect from 8:00 a.m. on 15 March 2018.

Defined terms used but not defined in this announcement have the meanings
set out in the Scheme Document dated 13 November 2017.

Enquiries:
FirstRand Ltd                                      Tel: +27 (0) 11 282
                                                   1341
Sam Moss, Head of Investor Relations

Credit Suisse, financial advisor to FirstRand      Tel: +44 (0) 20 7888
Offeror and FirstRand                              8888

George Maddison / William Nourse / Joe Hannon
/ Gaurav Parkash

Rand Merchant Bank financial advisor to            Tel: +27 (0) 11 282
FirstRand Offeror and FirstRand Ltd                8000

Leon von Moltke / Dinesh Fakir

Teneo Blue Rubicon, public relations adviser       Tel: +44 (0)20 7420
to FirstRand Offeror and FirstRand Ltd             3195

Anthony Silverman


IMPORTANT NOTICES
Disclosure requirements of the Takeover Code (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, 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 Takeover Panel’s website
at http://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. If you are in any doubt as to whether you are
required to make an Opening Position Disclosure or a Dealing Disclosure,
you should contact the Takeover Panel’s Market Surveillance Unit on +44
(0)20 7638 0129.

Publication on Website
A copy of this announcement will be made available subject to certain
restrictions relating to persons resident in restricted jurisdictions on
Aldermore’s and FirstRand Limited’s websites
(http://www.investors.aldermore.co.uk and
http://www.firstrand.za/InvestorCentre respectively) by no later than 12
noon (London time) on 13 March 2018. For the avoidance of doubt, the
contents of those websites are not incorporated and do not form part of
this announcement.

12 March 2018

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

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