Wrap Text
Announcement regarding the proposed changes to the RMH board following the closing date of the Mandatory Offer
RMB HOLDINGS LIMITED
(Incorporated in the Republic of South Africa)
(Registration number 1987/005115/06)
(ISIN: ZAE000024501)
(JSE ordinary share code: RMH)
("RMH" or the "Company")
ANNOUNCEMENT REGARDING THE PROPOSED CHANGES TO THE RMH BOARD FOLLOWING THE CLOSING DATE OF THE MANDATORY
OFFER
1. Introduction
1.1 RMH shareholders ("Shareholders") are referred to:
1.1.1 the joint firm intention announcement published by Attbid Proprietary Limited
("AttBid") and RMH on 9 February 2026 ("FIA"), in connection with AttBid's offer
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 and the treasury shares held by any subsidiary and/or trust
controlled by RMH, from Shareholders ("Offer");
1.1.2 the joint dealings announcement published on 24 February 2026 advising
Shareholders that the Offer would now constitute a mandatory offer as
contemplated in section 123 of the Companies Act 71 of 2008, as amended
("Companies Act"), as a result of the acquisition of additional RMH Shares by
AttBid and its concert parties; and
1.1.3 the combined circular distributed to Shareholders on Wednesday, 8 April 2026
containing full details of the Offer (the "Combined Circular").
1.2 As detailed in the Combined Circular, following RMH's unbundling of its interest in
FirstRand Limited in June 2020 (the "Unbundling"), RMH transitioned from being a
patient, long-term strategic shareholder to becoming an investment holding company
focused on monetising its underlying property-related investments.
1.3 Over the past six years, the RMH board of directors ("RMH Board") has systematically
executed its monetisation strategy, successfully realising value from each of RMH's
underlying assets and delivering an internal rate of return of 28% to RMH Shareholders.
The Offer represents the final step in this process. Accordingly, with the conclusion of
the monetisation strategy in sight, all members of the RMH Board intend to resign
following the closing date of the Offer, being Friday, 29 May 2026 ("Closing Date"),
subject to applicable laws.
1.4 The RMH Board believes that the Closing Date is an appropriate juncture for a new
board of directors of RMH (the "New RMH Board") to be elected that is, amongst other
things, aligned with the future strategic direction of RMH following the implementation
of the Offer.
1.5 The purpose of this announcement is to facilitate an orderly transition to the New RMH
Board by inviting Shareholders to nominate candidates for appointment as directors.
Accordingly, Shareholders are invited to submit nominations in accordance with the
process set out below.
1.6 Capitalised terms used but not defined in this announcement shall bear the meanings
ascribed to them in the Combined Circular.
2. Nomination Process and Timeline
Shareholders are hereby invited to nominate suitably qualified and experienced candidates for
appointment as directors of the New RMH Board. The nomination and election process for the
New RMH Board will be conducted as follows:
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2.1 Submission of Nominations
2.1.1 Shareholders wishing to nominate candidates for appointment to the New RMH
Board are requested to submit their nominations in writing within five business
days from the date of this announcement, being no later than 17:00 (South African
time) on Thursday, 16 April 2026 (the "Nomination Deadline").
2.1.2 In order for a nomination to be considered valid, the following information and
documentation must be provided in respect of each nominee by no later than the
Nomination Deadline:
2.1.2.1 a comprehensive curriculum vitae of the nominee, which must include at a
minimum: (i) identity information, including the full name, date of birth
and/or age of the nominee; (ii) educational qualifications; (iii) full details of
current and previous directorships held in listed and unlisted entities; and
(iv) a summary of their relevant professional experience and expertise;
2.1.2.2 written consent from the nominee confirming their willingness to serve as
a director of RMH, if appointed;
2.1.2.3 a declaration by the nominee confirming that they are not disqualified from
acting as a director in terms of the Companies Act; and
2.1.2.4 such further information as may reasonably be required to enable
Shareholders to assess the suitability of the nominee.
2.1.3 Shareholders are advised that the RMH Nominations and Remuneration
Committee (the "Nominations Committee") may request additional information
from nominees for purposes of assessing their suitability. Nominations and
supporting documents received after the Nomination Deadline will not be
considered.
2.1.4 All nominations and supporting documents must be submitted to the Company
Secretary of RMH, IKB Company Secretaries Proprietary Limited at the
addresses set out below (at the risk of the Shareholder):
Physical address: Zero 01 Solution House, 42 Gazelle Avenue, Corporate Park
South, Midrand, 1685; or
e-mail address: company.secretary@rmbh.co.za
2.2 Evaluation and Shortlisting
2.2.1 Following the closing of the nomination process, the Nominations Committee will
evaluate all valid nominations received and compile a list of suitable candidates
for consideration by Shareholders. Shareholders are reminded that in compiling
such list of suitable candidates, due regard will be given to the qualification and
eligibility requirements for directors as set out in the Companies Act, the fit and
proper assessments pursuant to the JSE Listings Requirements, as well as the
provisions of the Company's memorandum of incorporation ("MOI"), which
provide, inter alia, that:
2.2.1.1 the Board must comprise a minimum of 4 (four) and a maximum of 20
(twenty) directors;
2.2.1.2 all directors shall be elected by ordinary resolution of shareholders at a
general or annual general meeting; and
2.2.1.3 the directors must satisfy the qualification and eligibility requirements of
section 69 of the Companies Act.
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2.2.2 Candidates will then be put forward for appointment as directors of RMH at an
extraordinary general meeting of Shareholders to be held on or about Thursday,
28 May 2026 (the "General Meeting"), by way of separate ordinary resolutions.
3. General
Further details regarding the General Meeting, including the notice of the General Meeting and
the salient dates and times applicable to the General Meeting, will be announced by RMH in
due course.
Johannesburg
9 April 2026
Sponsor
BSM Sponsors
Legal Adviser
Webber Wentzel
Date: 09-04-2026 09:00:00
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