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Joint Firm Intention Announcement regarding Attbid's intention to make a General Offer to acquire shares in RMH
RMB HOLDINGS LIMITED
(Incorporated in the Republic of South Africa)
(Registration Number: 1987/005115/06)
JSE Share Code: RMH
ISIN: ZAE000024501
(RMH or Company)
ATTBID PROPRIETARY LIMITED
(Incorporated in the Republic of South Africa)
(Registration Number: 2025/889173/07)
(AttBid or Offeror)
JOINT FIRM INTENTION ANNOUNCEMENT REGARDING ATTBID'S INTENTION TO
MAKE A GENERAL OFFER TO ACQUIRE SHARES IN RMH
1. INTRODUCTION
The shareholders of RMH (RMH Shareholders) are advised that RMH has entered into an
implementation agreement (Implementation Agreement) with AttBid in terms of which AttBid has
agreed to make an offer (the Offer) to RMH Shareholders 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 (APF) and the treasury shares held by any subsidiary and/or trust
controlled by RMH (such RMH Shares in respect of which the Offer is made being the Offer
Shares). The Offer will be made for a cash consideration of R0.47 per Offer Share (the
Consideration) by way of a general offer in accordance with the provisions of the Companies Act,
2008 (Companies Act) and Companies Regulations, 2011 (Companies Regulations), without any
minimum level of acceptance (the Acquisition). The purpose of this firm intention announcement
is to advise RMH Shareholders of AttBid's firm intention to proceed with the Offer and further set
out the key terms and conditions of the Offer as required in terms of regulation 101 of the Companies
Regulations.
2. RATIONALE FOR THE ACQUISITION
In 2019, the RMH board of directors (RMH Board) took the decision to unbundle RMH's
shareholding in FirstRand Limited (the Unbundling), which Unbundling was completed in 2020.
Since then, RMH has shifted its corporate strategy from being a patient, long-term strategic
shareholder to becoming an investment holding company focused on monetising its underlying
property-related investments. Over the past five years, the RMH Board and management team have
continuously assessed options to monetise either the RMH Property Holdings Proprietary Limited
(RMH Property) portfolio as a whole or the property assets individually, most notably its 38.5%
interest in Atterbury Property Holdings (Atterbury). To date no compelling offers have been made
for Atterbury, likely owing to the minority position of RMH in Atterbury, capital requirements of the
business as well as the lack of a firm dividend policy. AttBid is accordingly the most natural acquiror
of RMH Property considering paragraph 4 below.
Furthermore, the Acquisition provides RMH Shareholders with the option of realising immediate
and certain value at the prevailing market price, which must be considered against the ongoing
operational costs of running a listed company as well as any potential future capital requirements
from Atterbury which may cumulatively lead to significant future value erosion.
Accordingly, having considered all relevant quantitative and qualitative factors, the RMH Board has
concluded that the Acquisition is aligned with RMH's monetisation strategy to realise value for RMH
Shareholders.
3. TERMS OF THE ACQUISITION
(a) AttBid is offering to acquire all the Offer Shares for a consideration of R0.47 per Offer Share,
payable in cash. The Offer is not subject to any minimum level of acceptance.
(b) Provided that acceptances under the Offer result in AttBid being capable of relying on section
124 of the Companies Act, AttBid intends to invoke the provisions of the section to acquire
the remaining Offer Shares, resulting in AttBid holding 100% of the Offer Shares and
consequently the shares in RMH will be held as to 71.65% thereof by AttBid and 28.35%
thereof by APF, subject to any impact of the treasury shares on such percentages.
4. INFORMATION ABOUT ATTBID AND CONCERT PARTIES
(a) AttBid is a private company incorporated under the laws of South Africa specifically for
purposes of implementing the Acquisition.
(b) The shareholders of AttBid are:
Shareholder Percentage
Atterbury Property Fund Proprietary Limited 49%
I Faan Proprietary Limited 25.5%
I Dirk Proprietary Limited 25.5%
(c) APF currently holds 28.35% of the RMH Shares. For purposes of the Acquisition, AttBid
constitutes an "offeror" and has confirmed that as at the last practicable date of finalisation of
this announcement, it will be acting in concert with each of its shareholders in relation to the
Acquisition.
5. FINANCING OF THE ACQUISITION
(a) The shareholders of AttBid have confirmed that they have sufficient financial resources
available to satisfy the Consideration payable in respect of the Acquisition.
(b) AttBid has procured from The Standard Bank of South Africa Limited (SBSA) an irrevocable
unconditional guarantee as required under regulation 111(4) and 111(5) of Chapter 5 of the
Companies Regulations (Takeover Regulations), which guarantee has been submitted to the
Takeover Regulation Panel (TRP). The guarantee confirms that, if the amounts due in respect
of the Consideration are not paid by the relevant due date, SBSA agrees to make payment of
the relevant amounts to RMH Shareholders and fully satisfy AttBid's cash commitments in
respect of the Offer.
6. CONDITIONS TO THE ACQUISITION
(a) The Acquisition is subject to the fulfilment or waiver (where applicable) of the following
conditions:
(i) Regulatory Conditions:
(A) to the extent required, approval by the Competition Commission or the
Competition Tribunal, as applicable in terms of the Competition Act, 1998 on
terms satisfactory to AttBid and (where a condition is imposed that does not relate
to the disposal of an asset by RMH and that materially and negatively affects
RMH directly) RMH, on the basis that where RMH's approval of a condition is
required RMH shall not unreasonably withhold its approval and, in deciding to
provide same, shall act in good faith with a view not to frustrate the Acquisition;
(B) to the extent required, approval by the South African Reserve Bank;
(C) to the extent required, approval from the JSE in respect of the combined circular
to be sent to RMH Shareholders setting out, among other things, the full terms
and conditions of the Offer and any subsequent delisting of RMH, subject to
paragraph 11 below; and
(D) any other regulatory approvals required by law.
(ii) General Conditions:
(A) the RMH Board, or the appropriate independent committee of such board dealing
with the Acquisition not withdrawing or changing its recommendation as set out
in the Implementation Agreement prior to the Offer closing date being 24 April
2026 (Offer Closing Date);
(B) no governmental or regulatory action having been instituted which prohibits or
materially impedes the Acquisition; and
(C) no Prescribed Event having occurred prior to the Offer Closing Date being
implemented where "Prescribed Event" means any action by RMH or its
subsidiaries (without AttBid's prior written consent) that is outside the ordinary
course of business or that could materially affect the value or prospects of RMH,
including without limitation:
(1) any dividend or distribution (other than those publicly announced prior to
the date of the Implementation Agreement);
(2) any issue, repurchase or reorganisation of its share capital;
(3) any acquisition or disposal of assets;
(4) the incurrence of indebtedness;
(5) any amendment to constitutional documents or accounting policies or
practices;
(6) any change to executive remuneration;
(7) the conclusion, termination or amendment of any material contract; or
(8) the commencement, settlement or compromise of any litigation or
arbitration processes (other than the arbitration process currently underway
that involves Atterbury Manfou Proprietary Limited and Atterbury
Property Holdings Proprietary Limited settlements).
(b) The Regulatory Conditions cannot be waived. AttBid may waive any of the other Conditions
in whole or in part, to the extent permitted by law.
(c) The Offer will not be implemented unless and until the TRP issues a compliance certificate.
7. COMBINED CIRCULAR
A combined circular (Combined Circular) containing full details of the Offer, including the
Independent Expert's Report and the RMH Independent Board's (as defined below) opinion on the
terms of the Acquisition, is expected to be distributed to RMH Shareholders on or about Monday, 9
March 2026.
8. RMH INDEPENDENT EXPERT
In accordance with the Takeover Regulations and as required by the TRP, the independent board of
directors of RMH, whose names appear in paragraph 14 below, (RMH Independent Board) has
appointed Investec Bank Limited, acting through its Investment Banking Division: Corporate
Finance as the independent expert (Independent Expert) to opine on whether the terms of the
Acquisition are fair and reasonable to RMH Shareholders (Independent Expert's Report).
The Independent Expert's Report on the terms of the Acquisition has been prepared and considered
and will be included in the Combined Circular.
9. RMH INDEPENDENT BOARD SUPPORT
The RMH Independent Board has considered the terms of the Offer and the Independent Expert's
Report and is supportive of the Proposed Transaction. RMH and AttBid have consequently entered
into the Implementation Agreement and commenced work on the preparation of the Combined
Circular to be provided to RMH Shareholders as envisaged in the Indicative Timetable below. The
RMH Independent Board further confirms that where they hold (or control the holding of) any RMH
Shares, they will accept the Offer in respect of such shares.
The Independent Board's opinion on the terms of the Acquisition, having regard to the Independent
Expert's Report will be included in the Combined Circular.
10. EXCLUDED SHARES
APF currently holds 28.35% of the issued ordinary shares in RMH. As APF is a shareholder of AttBid
and is accordingly acting in concert with AttBid for purposes of the Acquisition, the Offer Shares
exclude the shares held by APF and treasury shares.
11. DELISTING
If AttBid invokes section 124 of the Companies Act or if AttBid acquires all of the Offer Shares, it
is intended that RMH will be delisted from the JSE subject to compliance with the JSE Listings
Requirements, and any further details pertaining to such delisting shall be communicated to RMH
Shareholders in due course.
12. INDICATIVE TIMETABLE
The indicative timetable for the Acquisition is set out below.
Event Date
Combined Circular posted to RMH Shareholders Monday, 9 March 2026
Offer Opening Date Tuesday, 10 March 2026
Offer Initial Closing Date with right to extend thereafter Friday, 24 April 2026
Results of Offer announced on SENS Tuesday, 28 April 2026
Payment of Consideration to accepting RMH Shareholders Tuesday, 28 April 2026
Note: The above dates are subject to change and are dependent on, among other things, the date on
which all Conditions are fulfilled or waived (as applicable). Any change to the indicative timetable
will be announced on SENS.
13. ADVISERS
AttBid RMH
Transaction Adviser Pallidus Group N/A
Sponsor N/A BSM Sponsors
Legal Adviser Alchemy Law Webber Wentzel
Investec Bank Limited,
acting through its
Independent Expert N/A
Investment Banking
Division: Corporate Finance
14. RESPONSIBILITY STATEMENTS
(a) The directors of AttBid, whose names appear below, accept responsibility for the information
contained in this announcement relating to AttBid and the AttBid Group. To the best of the
knowledge and belief of the directors of AttBid (who have taken all reasonable care to ensure
that such is the case), the information contained in this announcement for which they accept
responsibility is in accordance with the facts and does not omit anything likely to affect the
import of such information.
(b) Directors of AttBid:
(i) ASS van der Walt; and
(ii) DJF van der Walt.
(c) The RMH Independent Board, whose names appear below, accept responsibility for the
information contained in this announcement relating to RMH and the RMH group. To the best
of their knowledge and belief (who have taken all reasonable care to ensure that such is the
case), the information contained in this announcement is true and where appropriate does not
omit anything likely to affect the importance of the information contained herein.
(d) RMH Independent Board:
(i) HL Bosman (Chairman);
(ii) SEN De Bruyn;
(iii) P Lagerström;
(iv) MM Mahlare; and
(v) MM Morobe.
(e) Company Secretary of RMH: IKB Company Secretaries Proprietary Limited
15. GENERAL
RMH Shareholders are referred to the Combined Circular to be distributed on or about Monday, 9
March 2026 for full details of the Offer.
9 February 2026
Johannesburg
Transaction Adviser and Sponsor to AttBid Legal Adviser to AttBid
Pallidus Group Alchemy Law
Sponsor to RMH Legal Adviser to RMH
BSM Sponsors Webber Wentzel
________________________________________
This announcement is for information purposes only and does not constitute or form part of any offer to
purchase or sell, or the solicitation of an offer to purchase or sell, any securities, nor shall there be any
purchase or sale of securities in any jurisdiction in which such offer, solicitation or purchase or sale would
be unlawful.
Date: 09-02-2026 07:45:00
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