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
Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE').
The JSE does not, whether expressly, tacitly or implicitly, represent, warrant or in any way guarantee the truth, accuracy or completeness of
the information published on SENS. The JSE, their officers, employees and agents accept no liability for (or in respect of) any direct,
indirect, incidental or consequential loss or damage of any kind or nature, howsoever arising, from the use of SENS or the use of, or reliance on,
information disseminated through SENS.
Sharenet Sites 
