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Posting of the Combined Circular applicable to the Offer and Withdrawal of Cautionary Announcement
RMB Holdings Limited AttBid Proprietary Limited
Incorporated in the Republic of South Africa Incorporated in the Republic of South Africa
Registration number 1987/005115/06 Registration number 2025/889173/07
ISIN: ZAE000024501 ("AttBid")
JSE ordinary share code: RMH
("RMH" or the "Company")
POSTING OF THE COMBINED CIRCULAR TO RMH SHAREHOLDERS, SALIENT DATES AND TIMES
APPLICABLE TO THE OFFER AND WITHDRAWAL OF CAUTIONARY ANNOUNCEMENT
All capitalised terms and phrases used but not defined in this announcement shall bear the meanings
ascribed to them in the Combined Circular.
1. INTRODUCTION
1.1. AttBid and RMH refers to the:
1.1.1. joint firm intention announcement of AttBid and RMH dated 9 February 2026 ("Joint
Announcement"), in terms of which AttBid has agreed to make an offer (the "Offer") to the
shareholders of RMH ("RMH Shareholders") to acquire all of the issued ordinary shares in the
share capital of RMH ("RMH Shares"), other than the RMH Shares currently held by Atterbury
Property Fund Proprietary Limited ("APF") and the treasury shares held by any subsidiary and/or
trust controlled by RMH (such RMH Shares in respect of which the Offer is made being the Offer
Shares), wherein it was mentioned that a combined circular containing full details of the Offer
("Combined Circular") is expected to be posted to RMH Shareholders; and
1.1.2. joint dealings announcement on 24 February 2026 announcing that the Offer will become a
mandatory offer under section 123 of the Companies Act, 71 of 2008, as a result of the subsequent
acquisition of shares in RMH by Attbid and its concert parties.
1.2. The purpose of this announcement is to advise RMH Shareholders of the publication and distribution
of the Combined Circular and the salient dates and times relating to the Offer.
2. POSTING OF COMBINED CIRCULAR
2.1. RMH Shareholders are advised that the Combined Circular will be distributed to them today,
Wednesday, 8 April 2026.
2.2. Electronic copies of the Combined Circular are also available on RMH's website
(https://rmh.co.za/investor-relation/), from the date of distribution hereof until the Closing Date of the
Offer (both dates inclusive).
2.3. The Combined Circular sets out, amongst other things, the terms of the Offer, the Independent Expert
Report and the RMH Independent Board's opinion on the terms of the Offer and its recommendation
in relation thereto.
2.4. RMH Shareholders are advised to refer to the Combined Circular for further information regarding
the Offer and matters related thereto.
3. IMPORTANT DATES AND TIMES
2026
Record date for RMH Shareholders to be eligible to receive the Combined Circular Friday, 27 March
Distribution of Combined Circular to RMH Shareholders Wednesday, 8 April
Announcement released on SENS relating to the distribution of the Combined Wednesday, 8 April
Circular
Offer opens at 09:00 on Thursday, 9 April
Regulatory Approvals received by AttBid by no later than (subject to note 4 below) Monday, 11 May
(Effective Date)
Finalisation date announcement published on SENS Tuesday, 19 May
First payment date: payment of Offer Consideration to Offerees who have accepted Tuesday, 19 May
the Offer by the finalisation date (see notes 7 and 8)
Last day to trade in RMH Shares in order to participate in the Offer Tuesday, 26 May
RMH Shares trade "ex" the Offer Wednesday, 27 May
Record date to determine which RMH Shareholders may accept the Offer Friday, 29 May
Offer initially closes, with right to extend (which extension will be announced on Friday, 29 May
SENS), at 12:00 on (Closing Date)
Results of the Offer to be announced on SENS Monday, 1 June
Offer Consideration credited to Dematerialised Offer Participants' account with the Monday, 1 June
relevant CSDP or Broker as per note 7 and 8 below
Offer Consideration to be sent by electronic funds transfer to Certificated Offer Monday, 1 June
Participants (subject to receipt by RMH's Transfer Secretaries of Documents of Title
on or prior to 12:00 on the Closing Date and a duly completed Form of Acceptance
and Transfer (blue)) as per note 7 and 8 below
Notes:
1. All dates and times above and quoted generally in the Combined Circular are South African local times unless otherwise stated.
2. Certificated RMH Shareholders are required to complete and return the attached Form of Acceptance and Transfer (blue) in accordance with
the instructions contained therein to be received by RMH's Transfer Secretaries by no later than 12:00 on the Closing Date.
3. Any change to the above dates and times will be agreed upon by AttBid and the TRP, and RMH Shareholders will be advised by release on
SENS and, if required, publication in the South African press. All times indicated above are South African times.
4. This date is dependent upon AttBid receiving the Regulatory Approvals by no later than this date which date may be subject to change. Any
change to the above date will be advised to RMH Shareholders by release on SENS and, if required, publication in the South African press.
5. No dematerialisation or rematerialisation of RMH Shares will take place between the trading ex-date and the record date, both days inclusive.
6. RMH Shareholders should note that acceptance of the Offer will, subject to paragraph 5.7.2 of the Combined Circular, be irrevocable.
7. In the event that receipt of the Regulatory Approvals by AttBid is unduly delayed, the above dates and times relating to the crediting and
transfer of the Offer Consideration will be amended. Such amended dates and times will be released on SENS and, if required, published in
the South African press. Date of crediting and transfer of Offer Consideration may be further amended if the compliance certificate is not
obtained from the TRP by the date indicated for crediting and transfer of the Offer Consideration.
8. Settlement of the Offer Consideration will take place within six Business Days of the later of the receipt by AttBid of the Regulatory Approvals
and acceptance of the Offer, by Offer Participants. The last day for settlement of the Offer Consideration is on the Settlement Date.
4. WITHDRAWAL OF THE CAUTIONARY ANNOUNCEMENT
In light of the distribution of the Combined Circular to RMH Shareholders, the cautionary announcement
is hereby withdrawn, and caution is no longer required to be exercised by RMH Shareholders when
dealing in RMH Shares.
5. RESPONSIBILITY STATEMENT
5.1. The directors of AttBid accept responsibility for the information contained in this announcement
relating to AttBid and the AttBid group. To the best of the knowledge and belief of the directors of
AttBid (who have taken all reasonable care to ensure that such is the case), the information contained
in this announcement for which they accept responsibility is in accordance with the facts and does
not omit anything likely to affect the import of such information.
5.2. The RMH Independent Board accepts responsibility for the information contained in this
announcement relating to RMH and the RMH group. To the best of their knowledge and belief (who
have taken all reasonable care to ensure that such is the case), the information contained in this
announcement is true and where appropriate does not omit anything likely to affect the importance
of the information contained herein.
Johannesburg
8 April 2026
Transaction Adviser to AttBid Legal Adviser to AttBid
Pallidus Group Alchemy Law Africa
Sponsor to RMH Legal Adviser to RMH
BSM Sponsors Webber Wentzel
Date: 08-04-2026 10:54:00
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