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RAND MERCHANT INVESTMENT HOLDINGS LIMITED - Finalisation information announcement: Unbundling by RMI of its shareholding in Discovery and Momentum Metropolitan

Release Date: 08/04/2022 08:00
Code(s): RMI     PDF:  
Wrap Text
Finalisation information announcement: Unbundling by RMI of its shareholding in Discovery and Momentum Metropolitan

Rand Merchant Investment Holdings Limited
(Incorporated in the Republic of South Africa)
(Registration number: 2010/005770/06)
ISIN: ZAE000210688
Share code: RMI
(RMI or the Company)

THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN IS RESTRICTED AND
IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN
WHOLE OR IN PART, IN OR INTO CANADA OR ANY OTHER STATE OR JURISDICTION IN
WHICH SUCH RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL.

PLEASE SEE THE IMPORTANT NOTE AT THE END OF THIS ANNOUNCEMENT.

FINALISATION INFORMATION ANNOUNCEMENT: UNBUNDLING BY RMI OF ITS
SHAREHOLDING IN DISCOVERY LIMITED AND MOMENTUM METROPOLITAN HOLDINGS
LIMITED


1.    INTRODUCTION

      Shareholders of RMI (RMI Shareholders) are referred to the various announcements
      released on the Stock Exchange News Service (SENS), the last of which was the declaration
      data announcement dated Friday, 25 March 2022 (Declaration Announcement), relating to
      the proposed restructure transaction in terms of which, subject to the fulfilment of all conditions
      precedent customary to transactions of this nature, RMI will restructure its portfolio, through
      the distribution of all the shares held by RMI in Discovery Limited and Momentum Metropolitan
      Holdings Limited, to RMI Shareholders (the Unbundling).

      The purpose of this announcement is to provide RMI Shareholders with the finalisation
      information in respect of the Unbundling in accordance with the JSE Listings Requirements.

      Capitalised terms defined in the Declaration Announcement shall, unless otherwise stated,
      bear the same meanings in this announcement.

2.    THE UNBUNDLING

      RMI Shareholders are reminded that, as set out in the Declaration Announcement, RMI will,
      by way of a pro rata distribution in specie in terms of section 46(1)(a)(ii) of the Companies Act
      No. 71 of 2008, as amended, and section 46 of the Income Tax Act of 1962, as amended,
      unbundle:

      -     167,242,590 Unbundled Discovery Shares, comprising 25.0% of the issued ordinary share
            capital of Discovery; and
      -     401,048,075 Unbundled Momentum Metropolitan Shares, comprising 26.8% of the issued
            ordinary share capital of Momentum Metropolitan.

      Subject to the terms and conditions set out in the Declaration Announcement, including the
      restrictions, each RMI Shareholder is expected to receive the Unbundled Discovery Shares
      and Unbundled Momentum Metropolitan Shares (which are listed on the Johannesburg Stock
      Exchange), as a pro rata payment in terms of paragraph 5.85(b) of the JSE Listings
      Requirements, in the distribution entitlement ratios illustrated below:


          For every 100 RMI shares held =>       10.91799 Unbundled Discovery Shares

                                                 Share code: DSY                                                                                           

                                                 ISIN: ZAE000022331

          For every 100 RMI shares held =>       26.18136     Unbundled     Momentum    Metropolitan
                                                 Shares

                                                 Share code: MTM

                                                 ISIN: ZAE000269890

     
     The Declaration Announcement comprises the formal transaction announcement in
     respect of the Unbundling and is intended to provide RMI Shareholders with the full
     terms of the Unbundling. RMI Shareholders are accordingly reminded that no further
     documents or circulars are expected to be published in respect of the Unbundling. Prior
     to any RMI Shareholder taking any action in respect of the Unbundling, RMI
     Shareholders are advised to carefully consider the contents of the Declaration
     Announcement in full, including the information incorporated therein by reference, and
     to only take action after having done so. If you are in doubt of what action you should
     take in respect of the Unbundling, please consult your broker, banker, legal adviser,
     CSDP or other professional adviser immediately.

3.   FULFILMENT OF CONDITIONS PRECEDENT TO THE UNBUNDLING

     The RMI Board is pleased to announce that all the conditions precedent to the Unbundling,
     including obtaining all the regulatory approvals required to implement the Unbundling, have
     been fulfilled and RMI will accordingly proceed with the implementation of the Unbundling on
     the terms and conditions set out in the Declaration Announcement.

4.   SALIENT DATES AND TIMES

     The salient dates and times of the Unbundling remain unchanged from those published in the
     Declaration Announcement and are as follows:

     Event                                                                             Date (2022)
     Finalisation announcement in respect of the Unbundling is                         Friday, 8 April
     released on SENS on
     Last day to trade RMI shares in order to participate in the                       Tuesday, 19 April
     Unbundling
     RMI shares trade “ex” entitlement to receive the Unbundled                        Wednesday, 20 April
     Discovery Shares and the Unbundled Momentum Metropolitan
     Shares
     Announcement to be released by 11:00 a.m. on SENS in respect                      Thursday, 21 April
     of:
     -       the specified ratio in respect of apportionment of base costs
             of RMI for taxation purposes; and
     -       the value to be utilised in determining the cash payment due
             in respect of any fractional entitlements to Unbundled
             Discovery Shares and the Unbundled Momentum
             Metropolitan Shares
     Record Date                                                                       Friday, 22 April
     Implementation of Unbundling                                                      Monday, 25 April
     RMI Shareholders’ accounts at CSDP or broker updated and                          Monday, 25 April
     credited with the Unbundled Discovery Shares and the Unbundled   
     Momentum Metropolitan Shares on
     Share certificates in respect of Unbundled Discovery Shares and                   Monday, 25 April
     Unbundled Momentum Metropolitan Shares despatched in South
     Africa at the risk of certificated RMI shareholders on or about
                                                                                               
      Notes:

      1.       RMI Shareholders should anticipate their holdings of RMI shares on the Record Date
               for the Unbundling, currently expected to occur on Friday, 22 April 2022 by taking into
               account all unsettled trades concluded on or before the last day to trade which are due
               to be settled on or before the Record Date.

      2.       There will be no rematerialisation or dematerialisation between Wednesday,
               20 April 2022, and Friday, 22 April 2022, both days inclusive as RMI's certificated
               register will be closed for this period.



8 April 2022

Sole financial adviser and JSE transaction sponsor:

Merrill Lynch South Africa (Pty) Ltd t/a BofA Securities

South African Legal adviser:

Webber Wentzel

US and International Legal adviser:

Linklaters LLP


Important Note

RMI Shareholders are referred to the Declaration Announcement referenced in this announcement
(and accessible on RMI's website via the following link:[https://www.rmih.co.za/investor-relations])
for the full disclaimers which apply to this announcement (including the information contained herein)
and are incorporated by reference in full in this announcement, as if specifically stated.

Date: 08-04-2022 08:00:00
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