MMI HOLDINGS LIMITED - MMI Share buy-back

MMI Share buy-back

MMI Holdings Limited (Incorporated in the Republic of South Africa)
Registration number 2000/031756/06)
JSE share code: MMI
NSX share code: MIM
(“MMI Holdings” or “The Company”)

MMI GROUP LIMITED
(Incorporated in the Republic of South Africa)
(Registration No. 1904/002186/06)
Company code: MMIG


1. INTROODUCTION

The board of directors of the Company ("Board") hereby, in terms of paragraph
11.27 of the Listings Requirements of the JSE Ltd ("JSE"), informs shareholders
that the Company, in accordance with the general authority granted by
shareholders at the Company’s annual general meeting held on 24 November 2017
("General Authority"), has cumulatively repurchased from shareholders, through
the order book operated by the JSE, and in a series of unrelated transactions
without any prior understanding or arrangement between the Company and these
shareholders, a number of ordinary shares as per the details hereunder.
Accordingly, the Company has complied with paragraph 5.72 (a) of the Listings
Requirements of the JSE.

2. DETAILS OF THE CUMULATIVE REPURCHASE


 Dates of Repurchase:                             Wednesday, 07 March 2018 to
                                                  Tuesday, 20 November 2018
 Highest repurchase price per share:              R23.23
 Lowest repurchase price per share:               R16.20
 Number of shares repurchased:                    100 962 617
 Total cost of shares repurchased:                R1 916 266 151
 The number of shares which may still be
 repurchased by the company in terms of the       135 455 974
 General Authority:
 The percentage of shares which may still be
 repurchased by the company in terms of the       8.59%
 General Authority:
 Total shares in issue on 07 March 2018:          1 576 123 941
 Total shares in issue on 20 November 2018:       1 530 288 264
 Number of Treasury shares:                       55 126 940


Subsequent to the previous announcement made by the Company on 5 July 2018, the
Company directly repurchased a further 1.98% (31 271 464 shares) of the
outstanding shares. In addition, further shares representing 1.42% (22 314 032
shares) of the outstanding shares have been purchased through a wholly owned
subsidiary of the Company. The shares repurchased through the Company’s
subsidiary will be held as treasury shares.
Following the previous A5 delisting application approved by the JSE on 29 June
2018, a further A5 delisting application to the JSE has been submitted,
requesting a cancelation of an additional 32 812 908 shares repurchased by the
Company and the listing thereof terminated.

3. STATEMENT BY THE BOARD

The Board has considered the effect of the Repurchase and is of the opinion
that, for a period of 12 months following the date of the Repurchase:

•   The Company and its subsidiaries (the "group") will be able in the ordinary
    course of business to pay its debts;
•   The assets of the Company and the group will be in excess of the liabilities
    of the Company and the group. For this purpose, the assets and liabilities
    were recognized and measured in accordance with the accounting policies used
    in the latest audited annual group financial statements;
•   The share capital and reserves of the Company and the group will be adequate
    for ordinary business purposes;
•   The working capital of the Company and the group will be adequate for
    ordinary business purposes; and
•   The Company and the group have passed the solvency and liquidity test and
    since the test was performed, there have been no material changes to the
    financial position of the group

4. SOURCE OF FUNDS

The repurchase was funded from The Company’s internal cash resources.

5. FINANCIAL INFORMATION

The Company’s cash balances have decreased cumulatively by R1 916 266 151 as a
result of the Repurchase, since its commencement.     Upon cancellation of the
Repurchase Shares, share capital and retained earnings will reduce by the amount
of the Repurchased Shares so cancelled.

6. COMPLETION OF THE REPURCHASE PROGRAMME

The repurchase programme will continue until the earlier of the completion of
the R2 billion buy-back program or 12 months.



CENTURION
22 November 2018

Sponsor in South Africa
Merrill Lynch South Africa (Pty) Limited

Sponsor in Namibia
Simonis Storm Securities (Pty) Limited

Debt Sponsor
Rand Merchant Bank, a division of FirstRand Bank Limited

Date: 22/11/2018 01:00:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE'). 
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