RMB Holdings : RMH/RMI - RMB Holdings Limited/Rand Merchant Insurance Holdings Limited - Media

RMI RMH RMH/RMI - RMB Holdings Limited/Rand Merchant Insurance Holdings Limited - Media Release RMB Holdings Limited (Incorporated in the Republic of South Africa) Registration number 1987/005115/06 Share code: RMH ISIN: ZAE000024501 ("RMBH") Rand Merchant Insurance Holdings Limited (Incorporated in the Republic of South Africa) Registration number: 2010/005770/06 Share code: RMI ISIN: ZAE000153102 ("RMI") MEDIA RELEASE "We believe that the Royal Bafokeng are worthy successors in joining us as custodians of two of South Africa's leading financial groups" GT Ferreira - Chairman In a transaction facilitated by Remgro, entrepreneurs GT Ferreira, Paul Harris and Laurie Dippenaar have signaled the next step along the continuum of a generational change at RMBH and RMI, the two financial services groups that they founded and nurtured over almost four decades. Royal Bafokeng Holdings ("RBH") - who earlier in the year acquired a 5% stake in the two groups - will be increasing its interest in both RMBH and RMI to 15%. In a transaction valued at some R 4,5 billion, RBH will be acquiring c 9% of each group - - c 5% from the Founders (ie. Ferreira, Harris and Dippenaar); and - c 4% from Remgro. This, together with a further c 1% already acquired in the open market for some R0,8bn, will bring RBH's interest up to 15%. After the transaction Remgro and the Founders remain significant shareholders in both groups and, in conjunction with RBH, will continue to share in their fortunes. (Please see www.rmbh.co.za or www.rminsurance.co.za for shareholder analysis) GT Ferreira, chairman of the RMBH and RMI, states that: "As we scale back our active involvement in the businesses, we, the Founders have to face up to two main responsibilities - ensuring proper managerial succession, and appropriate succession as strategic shareholders." "Firstly, the performance and market rating of the Group's underlying franchises provide an indication that the financial community recognises the quality and entrepreneurial ability of the next generation of managers that are in place." In the second instance, Ferreira says: "Given the size and status of the underlying franchises, it would have been relatively easy to merely find new shareholders with sufficient financial resources. However, our quest was to find an investor who not only had sufficient resources but who, in addition, ascribed to a similar investment philosophy and value set to that which we had tried to nurture over the years". This he believed, the Founders had found in RBH, whom they regarded "as worthy successors, who together with us and Remgro, will in future act as joint custodians of two of South Africa's jewels." Ferreira regards the RBH transaction as a key next step for RMBH and RMI in enhancing the strategic relationship with RBH and ensuring the significant involvement of a highly regarded and reputable broad-based black economic empowerment partner in RMBH and RMI. Ferreira highlighted the role played by Remgro, who, as long term partners of the Founders, agreed to make available a portion of its holdings to enable RBH to build a larger strategic stake in both RMBH and RMI. Remgro CEO Thys Visser commented "Remgro's Founder Dr Anton Rupert defined partnership as the joint creation of wealth and the fair sharing thereof. We believe the partnership with RBH will live up to these words. We are delighted to solidify our relationship with RBH as strategic investors in RMBH and RMI, which we see as a strong vote of confidence in RMBH, RMI and their respective underlying businesses. This pro-active transaction with a strong, sustainable partner will be in the best interest of all stakeholders." In a separate release, RBH Chief Executive Officer Niall Carroll is quoted as saying: "This investment constitutes a major step towards further diversifying the Royal Bafokeng Nation's investment portfolio and creating a significant financial services platform. The underlying companies are market leaders, with strong brands and good management teams which, in concert, should underpin the economic sustainability of the Royal Bafokeng Nation. We look forward to working closely with RMBH, RMI, the Founders and Remgro to develop a pan-African financial services champion, firmly rooted in South Africa." Ends RMBH / RMIH Contacts: Mandy Laemmle tel [phone] or 082 822 2494 Corcom Marketing Peter Cooper tel [phone] or [phone] Chief Executive Officer Date: 12/12/2011 09:59:03 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE'). 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