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Cancellation and Delisting of 5 500 000 RMH Shares and update on Dissenting Shareholders
RMB HOLDINGS LIMITED
(Incorporated in the Republic of South Africa)
(Registration number 1987/005115/06)
ISIN: ZAE000024501
JSE ordinary share code: RMH
(“RMH” or “the Company”)
CANCELLATION AND DELISTING OF 5 500 000 RMH SHARES AND UPDATE ON DISSENTING SHAREHOLDERS
Terms defined in the circular distributed to Shareholders on 25 July 2022 (“the Circular”)
shall, unless otherwise stated, bear the same meaning in this announcement.
Pursuant to Section 164 (“s164") of the Companies Act no.71 of 2008 (“the Act”), RMH has
concluded a repurchase agreement with certain Shareholders holding an aggregate amount
of 5 500 00 Shares (“s164 Shares”).
In terms of the agreement, RMH has agreed to repurchase the s164 Shares at a s164 fair
value offer price of 197.76 cents per share. The s164 Shares are required to be cancelled
and delisted in terms of the JSE Listings Requirements.
Shareholders are advised that:
• the effective date of the delisting of the s164 Shares is 11 July 2023;
• the s164 Shares represent 0,3896% of RMH’s issued share capital;
• the price to be paid for the s164 Shares is 197,76 cents per share;
• Shareholders from whom the s164 Shares are to be repurchased comprise:
o The Standard Bank Nominees (RF) (Pty) Limited
(registration number: 1949/033444/07) in its capacity as the registered
shareholder of 5 500 000 RMH shares, beneficially owned by:
- Wahoo Investments (Pty) Limited holding 3,000,000 shares; and
- Opportune Investments (Pty) Limited holding 2,500,000 shares.
The aforementioned Shareholders exercised their rights outlined in the Circular and in terms
of s164 (2) of the Act concerning the “Special Resolution Number 1: Approval of the
Disposal in terms of the Companies Act and the JSE Listings Requirements.”
Shareholders are reminded that initially five dissenting shareholders exercised their rights in
terms of s164 (2) and subsequently:
- one dissenting shareholder withdrew his demand before the special dividend
payment on 10 October 2022,
- the above-mentioned two dissenting Shareholders have now in terms of s164 (15A)
accepted the fair value offer determined in terms of s164 (16), and
- the remaining two dissenting shareholders collectively owning 13 270 019 RMH
shares have launched action proceedings in court in terms of s164 (14) ("the
action").
As per the provisional results for the year ended 31 March 2023 that were released on
Friday, 30 June 2023, an unopposed joinder application was successfully moved on 1 June
2023, joining certain parties to the action.
The Minister of Trade and Industry ("The Minister") was one of the parties joined to the
court proceedings. The Minister's participation in the court proceedings was required in
terms of the Rule 10A of the Uniform Rules of Court due to the Company's challenge to the
constitutionality of certain aspects of s164 of the Act, which requires the Minister as the
national executive authority responsible for the administration of the Act to be joined in the
action. On 10 July 2023, RMH received notification that the Minister intends to participate in
the matter.
Bryanston
11 July 2023
Sponsor
BSM Sponsors Proprietary Limited
Date: 11-07-2023 12:00:00
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