Wrap Text
Cautionary announcement
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")
CAUTIONARY ANNOUNCEMENT
RMI shareholders are referred to the announcement released today on the London Stock Exchange’s
Regulatory News Service by Hastings Group Holdings plc ("Hastings").
The Boards of RMI and Sampo plc ("Sampo") note the announcement and RMI and Sampo confirm
that they are in discussions with Hastings regarding a possible cash offer to acquire the issued and to
be issued share capital of Hastings not already owned or controlled by Sampo and RMI.
RMI is a 29.7% shareholder of Hastings having invested in 2017. RMI has a long-term investment
horizon and focuses on building enduring value over many and differing market cycles.
Sampo is a leading Nordic insurance group listed on Nasdaq Helsinki with a market capitalisation of
€18.1 billion on 27 July 2020. The Sampo group is made up of the parent company Sampo and its
subsidiaries If P&C Insurance (the leading property and casualty insurer in the Nordic region),
Mandatum Life (a Finnish financial services company that provides wealth management, remuneration
services and personal risk insurance) and Topdanmark (the second largest non-life insurance company
and a major life insurance company in Denmark. Nordea, the Nordic banking group and Nordax, a
leading niche bank in Northern Europe, are Sampo’s associated companies. Sampo continuously
considers various strategic options to accelerate its growth and diversify its earnings profile and has a
strategic ambition to further expand into non-life insurance, a segment where it has extensive
experience and expertise.
In accordance with Rule 2.6(a) of the City Code on Takeovers and Mergers ("Code"), Sampo and RMI
have until 5.00pm on 25th August 2020, being 28 days after 28th July 2020, to either announce a firm
intention to make an offer for Hastings in accordance with Rule 2.7 of the Code or announce that they
do not intend to make such an offer, in which case the announcement will be treated as a statement to
which Rule 2.8 of the Code applies. This deadline may be extended with the consent of the Takeover
Panel in accordance with Rule 2.6(c) of the Code.
There can be no certainty that any firm offer will be made for Hastings, nor as to the terms on which
any offer might be made. Accordingly, RMI shareholders are advised to exercise caution when dealing
in RMI’s securities, until such time as a detailed announcement is made.
Each director of RMI accepts responsibility for the information contained in this announcement and
confirms that, to the best of their knowledge and belief (having taken all reasonable care to ensure that
such is the case), the information contained in this announcement is in accordance with the facts and
does not omit anything likely to affect the import of such information.
Sandton
29 July 2020
Sponsor
RAND MERCHANT BANK (A division of FirstRand Bank Limited)
Disclosure requirements of the Code
Under Rule 8.3(a) of the Code, any person who is interested in 1% or more of any class of relevant
securities of an offeree company or of any securities exchange offeror (being any offeror other than an
offeror in respect of which it has been announced that its offer is, or is likely to be, solely in cash) must
make an Opening Position Disclosure following the commencement of the offer period and, if later,
following the announcement in which any securities exchange offeror is first identified. An Opening
Position Disclosure must contain details of the person’s interests and short positions in, and rights to
subscribe for, any relevant securities of each of (i) the offeree company and (ii) any securities exchange
offeror(s). An Opening Position Disclosure by a person to whom Rule 8.3(a) applies must be made by
no later than 3.30 pm (London time) on the 10th business day following the commencement of the offer
period and, if appropriate, by no later than 3.30 pm (London time) on the 10th business day following
the announcement in which any securities exchange offeror is first identified. Relevant persons who
deal in the relevant securities of the offeree company or of a securities exchange offeror prior to the
deadline for making an Opening Position Disclosure must instead make a Dealing Disclosure.
Under Rule 8.3(b) of the Code, any person who is, or becomes, interested in 1% or more of any class
of relevant securities of the offeree company or of any securities exchange offeror must make a Dealing
Disclosure if the person deals in any relevant securities of the offeree company or of any securities
exchange offeror. A Dealing Disclosure must contain details of the dealing concerned and of the
person’s interests and short positions in, and rights to subscribe for, any relevant securities of each of
(i) the offeree company and (ii) any securities exchange offeror(s), save to the extent that these details
have previously been disclosed under Rule 8. A Dealing Disclosure by a person to whom Rule 8.3(b)
applies must be made by no later than 3.30 pm (London time) on the business day following the date
of the relevant dealing.
If two or more persons act together pursuant to an agreement or understanding, whether formal or
informal, to acquire or control an interest in relevant securities of an offeree company or a securities
exchange offeror, they will be deemed to be a single person for the purpose of Rule 8.3.
Opening Position Disclosures must also be made by the offeree company and by any offeror and
Dealing Disclosures must also be made by the offeree company, by any offeror and by any persons
acting in concert with any of them (see Rules 8.1, 8.2 and 8.4).
Details of the offeree and offeror companies in respect of whose relevant securities Opening Position
Disclosures and Dealing Disclosures must be made can be found in the Disclosure Table on the
Takeover Panel’s website at www.thetakeoverpanel.org.uk, including details of the number of relevant
securities in issue, when the offer period commenced and when any offeror was first identified. You
should contact the Panel’s Market Surveillance Unit on +44 (0)20 7638 0129 if you are in any doubt as
to whether you are required to make an Opening Position Disclosure or a Dealing Disclosure.
Date: 29-07-2020 04:59:00
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