RAND MERCHANT INVESTMENT HOLDINGS LIMITED - Dealing in securities by a director

Dealing in securities by a director

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")

DEALING IN SECURITIES BY A DIRECTOR

In compliance with the JSE Limited Listings Requirements, the following
information is disclosed:

  Director                         Paul Kenneth Harris
  Company                          RMI
  On-market/off-market             Off-market
  Clearance obtained               Yes
  Class of securities              Ordinary shares
  Nature of interest               Indirect beneficial

  
  Transaction 1:

  Nature of transaction            Financing transaction comprising (a) a
                                   loan (being a financial obligation) and
                                   sale of cash settled European call
                                   options and (b) a pledge and cession in
                                   securitatem debiti of ordinary shares as
                                   security for the loan
  Call options                     2,800,000
  Call option strike price         R42.812
  Term                             1.86 years
  Transaction effective date       18 June 2020
  Deemed value of transaction      R119 873 600 (with reference to the call
                                   option strike price)

  Financial obligation:

  Nature of financial obligation   Loan funding
  Term                             1.86 years
  Loan amount                      R100 904 164.37
  Transaction effective date       23 June 2020
  Number of shares pledged as      4,000,000
  security
  Deemed value of shares pledged   R125 440 000 (with reference to the RMI
  as security                      closing price on 22 June 2020)

  
  Transaction 2:

  Nature of transaction            Financing transaction comprising (a) a
                                   loan (being a financial obligation) and
                                   sale of cash settled European call
                                   options and (b) a pledge and cession in
                                   securitatem debiti of ordinary shares as
                                   security for the loan
  Call options                     2,800,000
  Call option strike price         R42.812
  Term                             2 years
  Transaction effective date       18 June 2020
  Deemed value of transaction      R119 873 600 (with reference to the call
                                   option strike price)
  
  Financial obligation:

  Nature of financial obligation   Loan funding
  Term                             2 years
  Loan amount                      R100 358 032.27
  Transaction effective date       23 June 2020
  Number of shares pledged as      4,000,000
  security
  Deemed value of shares pledged   R125 440 000 (with reference to the RMI
  as security                      closing price on 22 June 2020)

  
  Transaction 3:

  Nature of transaction            Financing transaction comprising (a) a
                                   loan (being a financial obligation) and
                                   sale of cash settled European call
                                   options and (b) a pledge and cession in
                                   securitatem debiti of ordinary shares as
                                   security for the loan
  Call options                     2,800,000
  Call option strike price         R42.812
  Term                             2.31 years
  Transaction effective date       18 June 2020
  Deemed value of transaction      R119 873 600 (with reference to the call
                                   option strike price)

  Financial obligation:

  Nature of financial obligation   Loan funding
  Term                             2.31 years
  Loan amount                      R99 862 431.56
  Transaction effective date       23 June 2020
  Number of shares pledged as      4,000,000
  security
  Deemed value of shares pledged   R125 440 000 (with reference to the RMI
  as security                      closing price on 22 June 2020)


The RMI shares that were previously provided as security for a financial
obligation in respect of the transaction announced on the Stock Exchange News
Service on 12 December 2016 have been released and have now been provided as
security in respect of the above described financial obligations. The
transactions are intended to be cash settled and, at maturity, the cash
settlement obligations under the loans and the call options can never be
more than the market value of the shares provided as security.

Sandton
23 June 2020

Sponsor
RAND MERCHANT BANK (a division of FirstRand Bank Limited)

Date: 23-06-2020 05:06:00
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