RMB HOLDINGS LIMITED - Unbundling of FirstRand distribution shares: cash payment for fractional entitlements and apportionment of tax cost

Unbundling of FirstRand distribution shares: cash payment for fractional entitlements and apportionment of tax cost

RMB Holdings Limited
(Incorporated in the Republic of South Africa)
(Registration number 1987/005115/06)
ISIN: ZAE000024501
Share code: RMH
("RMH" or "the Company")

RMH UNBUNDLING OF FIRSTRAND DISTRIBUTION SHARES: CASH PAYMENT FOR
FRACTIONAL ENTITLEMENTS AND APPORTIONMENT OF TAX COST FOR SOUTH AFRICAN TAX
PURPOSES

Terms defined and used in the Circular published on Thursday, 30 April 2020 have been used in this
announcement.

1. Introduction

Shareholders are referred to the terms announcement released on SENS on 14 April 2020 regarding,
inter alia, the unbundling by RMH of the FirstRand Distribution Shares to RMH shareholders, in the
Distribution Ratio of 1.31189 FirstRand Distribution Shares for every 1 RMH Share held on the RMH
Unbundling Record Date and to the finalisation announcement released on SENS on 15 June 2020
confirming that the conditions precedent to the implementation of the RMH Unbundling had been met
and that implementation will occur in accordance with the announced timeline.

2. Purpose of the announcement

The purpose of this announcement is to advise RMH shareholders of the following:

       -   The cash payment applicable to fractional entitlements to FirstRand Distribution Shares
           ("Cash Payment"), determined with reference to the VWAP of a FirstRand Share traded on
           the JSE on Wednesday, 24 June 2020 (being the day on which the RMH Shares traded ex
           the entitlement to receive the FirstRand Distribution Shares), discounted by 10%; and
       -   The ratio in which the expenditure incurred and / or the market value (for purposes of
           paragraph 29 of the Eighth Schedule to the Income Tax Act) ("Market Value") in respect of
           the RMH Shares must be apportioned between the RMH Shares and the unbundled
           FirstRand Distribution Shares for South African taxation purposes ("Apportionment Ratio").

3. Cash Payment

Applying the ratio of Shareholders’ entitlement to FirstRand Distribution Shares in the RMH Unbundling
may result in fractional entitlements to FirstRand Distribution Shares for such shareholders. Such
fraction of a FirstRand Distribution Share will be rounded down to the nearest whole number, resulting in
allocations of whole FirstRand Distribution Shares and a Cash Payment (net of costs) for the fraction
arising (as described in greater detail in the Circular).

In accordance with the requirements of the JSE, the applicable Cash Payment has been determined with
reference to the VWAP of a FirstRand Share traded on the JSE on Wednesday, 24 June 2020 (being the
day on which the RMH Shares traded ex the entitlement to receive the FirstRand Distribution Shares),
discounted by 10%.

RMH shareholders are accordingly advised that the basis applicable in determining the cash payment for
the fractional entitlement is therefore 3559 cents (3954 cents, discounted by 10%).

5. Apportionment Ratio calculation

RMH shareholders are hereby advised that the Apportionment Ratio is based on the closing price of 170
cents per RMH Share and 3959 cents per FirstRand Distribution Share on Thursday,24 June 2020. The
Apportionment Ratio applicable to the FirstRand Distribution Shares has therefore been calculated as
follows:
Apportionment Ratio = (A / (A + B))
Where –
A = the closing price of a FirstRand Distribution Share x the unbundling ratio, i.e. ZAR51.94 (being
ZAR39.59 x 1.31189);
B = the closing price of an RMH Share, i.e. R1.70
= (ZAR51.94 / (ZAR51.94 + ZAR1.70))
= 96.83%

Shareholders are hereby advised that the expenditure incurred and/or Market Value, as the case may
be, in respect of RMH Shares must therefore be apportioned in the ratio of 96.83 % to a FirstRand
Distribution Share and 3.17% to an RMH Share.

The board of directors of RMH takes responsibility for the information contained in this announcement as
it relates to the Company and confirms that, to the best of its knowledge and belief, such information
relating to RMH is true and that this announcement does not omit anything likely to affect the importance
of such information.

Sandton
25 June 2020

Financial adviser and sponsor
RAND MERCHANT BANK (A division of FirstRand Bank Limited)

Date: 25-06-2020 12:59:00
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