Wrap Text
Distribution of proposed restructure circular and notice of general meeting
RMB Holdings Limited
(Incorporated in the Republic of South Africa)
(Registration number 1987/005115/06)
ISIN: ZAE000024501
Share code: RMH
("RMH" or "the Company")
DISTRIBUTION OF PROPOSED RESTRUCTURE CIRCULAR AND NOTICE OF
GENERAL MEETING
Distribution of proposed restructure circular
RMH shareholders ("Shareholders") are referred to the announcement released on the
Stock Exchange News Service ("SENS") on 14 April 2020, in which they were advised,
inter alia, of the terms and conditions of the proposed restructure of RMH’s portfolio of
assets and liabilities in order to unlock the discount to net asset value of RMH and return
incremental value to Shareholders ("RMH Unbundling").
Shareholders are now advised that the RMH Unbundling circular, incorporating a notice
of general meeting and, where applicable, a form of proxy has been distributed to
Shareholders today, Thursday, 30 April 2020 ("Circular").
Due to the impact of the Covid-19 pandemic and the ongoing lockdown and related
restrictions imposed by the South African government, including inter alia, the impact on
the services provided by the South African Post Office, RMH anticipates that there may
be delays in the receipt of the Circular by Shareholders that would typically receive the
Circular through the post. There is still some uncertainty as to the duration and extent of
the restrictions that will apply, and the impact these might have on the delivery of the
Circular, but RMH is making the necessary contingency arrangements to facilitate
timeous access to the Circular during this period by all Shareholders.
Shareholders are encouraged to use the following mechanisms to obtain a copy of the
Circular:
- an electronic copy of the Circular is available on the Company’s website
immediately following release of this announcement on SENS at
https://www.rmh-online.co.za/stakeholder-relations/restructure-of-rmh/;
- contact the RMH Company Secretary, Ellen Marais on +27 11 282 1824 or at
company.secretary@rmbh.co.za in order to request an electronic copy of the
Circular or to make arrangements for an alternative method of delivery other than
posting or electronic distribution; and
- respond to the request for an email or physical address should RMH,
Computershare Investor Services Proprietary Limited or Ince Proprietary Limited
contact you telephonically or electronically, so that you can receive an electronic
copy of the Circular or make arrangements for an alternative method of delivery
other than posting or electronic distribution.
Notice of general meeting
Notice is hereby given that the general meeting of Shareholders will be held at 10h00 on
Monday, 1 June 2020 in order to consider and, if deemed fit, to pass the special
resolution necessary to give effect to the RMH Unbundling.
As a result of the impact of the Covid-19 pandemic and the restrictions placed on public
gatherings, Shareholders are advised that the general meeting will be held in electronic
format only, as permitted by the JSE Limited, the provisions of the South African
Companies Act, 71 of 2008 and RMH’s Memorandum of Incorporation.
Shareholders are encouraged to connect to the general meeting through
https://web.lumiagm.com or by downloading the Lumi AGM app from the Apple App or
Google Playstore and following the relevant prompts. The platform permits for both
voting and questions by Shareholders. The meeting ID is 114-335-915. Further details
of the electronic participation guidelines are set out in the Circular, including how eligible
Shareholders can obtain a username and password for the general meeting.
The salient dates and times applicable to the RMH Unbundling, also contained in the
Circular, are set out below.
2020
Record Date to determine which Shareholders are entitled to receive the Friday, 17 April
Circular and notice of General Meeting
Circular posted to Shareholders and notice convening the General Meeting Thursday, 30 April
released on SENS on
Last day to trade in order to be eligible to attend and vote at the General Tuesday, 19 May
Meeting
Record Date in order to be eligible to attend and vote at the General Meeting Friday, 22 May
Last day to lodge forms of proxy with Computershare Investor Services Friday, 29 May
Proprietary Limited for administrative purposes, by 10:00 on
General Meeting to be held via electronic participation (details of which will be Monday, 1 June
provided in the Circular), at 10:00 on
Last date and time for Shareholders to give notice to RMH objecting to the Monday, 1 June
RMH Unbundling in terms of section 164(3) of the Companies Act, by 10:00 on
Results of General Meeting published on SENS on Monday, 1 June
If the conditions precedent are fulfilled or waived (where applicable) and the RMH Unbundling is
approved by Shareholders at the General Meeting and assuming that no court approval or review
(in terms of section 115(3) of the Companies Act) of the RMH Unbundling is required:
Finalisation announcement published on SENS on Monday, 15 June
Finalisation announcement published in the South African press on Wednesday, 17 June
Last day to trade in shares in order to be eligible to receive the FirstRand Tuesday, 23 June
Distribution Shares (as defined in the Circular)
Shares trade ex the entitlement to receive the FirstRand Distribution Shares Wednesday, 24 June
Announcement released on SENS in respect of: Thursday, 25 June
- the specified ratio in respect of apportionment of base costs of RMH for
taxation purposes; and
- the cash payment applicable to fractional entitlements to the FirstRand
Distribution Shares
RMH Unbundling Record Date Friday, 26 June
Dematerialised Shareholders’ (as defined in the Circular) accounts with their Monday, 29 June
CSDP or Broker credited with the FirstRand Distribution Shares on or about
Certificated Shareholders’ (as defined in the Circular) FirstRand Distribution Monday, 29 June
Shares posted by registered post at the risk of such Certificated Shareholders
on or about
Notes:
i. All times are South African Standard Time unless otherwise stated. All dates and times are subject
to change by RMH (subject to the approval of the JSE Limited and/or Takeover Regulation Panel, if
required). Share certificates may not be rematerialised or dematerialised between Wednesday, 24
June 2020 and Friday, 26 June 2020, both days inclusive.
ii. The dates have been determined based on certain assumptions regarding the dates by which
certain shareholder and regulatory approvals will be obtained and that no court approval or review
of the RMH Unbundling will be required. If the relevant dates change and the dates set out above
are therefore impacted, details of the relevant change will be released on SENS and published in
the South African press.
iii. If the general meeting is adjourned or postponed, forms of proxy submitted in respect of the
general meeting will remain valid in respect of any adjournment or postponement thereof.
Sandton
30 April 2020
Financial adviser and sponsor
RAND MERCHANT BANK (A division of FirstRand Bank Limited)
Legal adviser
BOWMANS (Bowman Gilfillan Inc.)
Date: 30-04-2020 05:00:00
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