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Odd-lot Offer and Notice of Extraordinary General Meeting
RMB Holdings Limited
(Incorporated in the Republic of South Africa)
(Registration number: 1987/005115/06)
Share code: RMH
ISIN: ZAE000024501
(“RMH” or the “Company”)
ODD-LOT OFFER AND NOTICE OF EXTRAORDINARY GENERAL MEETING
1. INTRODUCTION AND RATIONALE
1.1. As at 18 September 2026, RMH had approximately 40,554 ordinary shareholders (“Odd-lot Holders”)
each holding 458 or fewer RMH ordinary shares of R0.01 each (“RMH Shares”). At that date, these
Odd-lot Holders held a total of 3,057,020 RMH Shares, representing approximately 0.22% of the
total issued share capital of the Company. To reduce the administrative time and costs associated
with this large number of Odd-lot Holders, the board of directors of the Company (the “Board”)
proposes the implementation of an odd-lot offer (“Odd-lot Offer”) to facilitate the reduction in
these Odd-lot Holders in a fair manner which, should the Odd-lot Holders elect or fail to make an
election, will result in the repurchase by the Company of the Odd-lot Holdings from the Odd-lot
Holders at an offer price of 59.13 cents per RMH Share, being the volume weighted average traded
price of an RMH Share on the JSE over the thirty trading days immediately prior to 18 September
2026, plus a premium of 10% (“Offer Price”).
1.2. The Odd-lot Offer will provide Odd-lot Holders with the ability to dispose of their Odd-lot
holdings (“Odd-lot Holdings”) on a cost-efficient basis and will provide liquidity for those Odd-
lot Holders who elect to sell their Odd-lot Holdings or who make no election. For RMH it will,
inter alia, reduce the ongoing administration costs associated with a significantly larger
shareholder base, including a sizeable number of Odd-lot Holders.
2. KEY TERMS OF THE ODD-LOT OFFER
2.1. Odd-lot Offer mechanics
2.1.1. Following receipt of shareholder approval at the extraordinary general meeting to be held
on Monday, 26 October 2026 (“EGM”), the Odd-lot Offer will open and, if you are an Odd-lot
Holder, you must decide to either:
2.1.1.1. sell your Odd-lot Holding to RMH at the Offer Price; or
2.1.1.2. retain your Odd-lot Holding.
2.1.2. If you wish to retain your RMH Shares, you must specifically make an election to do so.
2.1.3. Those Odd-lot Holders who do not make an election by 12:00pm on Friday, 13 November 2026
will automatically be regarded as having accepted the Odd-lot Offer and chose to dispose
of their RMH Shares to the Company and will receive the cash consideration, being their
Odd-lot Holding multiplied by the Offer Price (“Cash Consideration”).
2.2. Transaction costs and tax
2.2.1. The transfer costs of Odd-lot Holders who sell their Odd-lot Holdings to RMH will be borne
by RMH.
2.2.2. RMH, by proposing the Odd-lot Offer, is therefore making it possible for the Odd-lot
Holders who wish to dispose of their shareholding to do so in a cost-effective manner.
2.2.3. The Cash Consideration payable to Odd-lot Holders will constitute a “dividend” as defined
in section 1 of the Income Tax Act, No. 58 of 1962, as amended (“Income Tax Act”). The
Cash Consideration will give rise to a liability for dividends tax in accordance with the
Income Tax Act in the event that any Odd-lot Holder does not qualify for an exemption
from the dividends tax.
2.2.4. In the event that any Odd-lot Holder does not qualify for an exemption from the dividends
tax, RMH will withhold the relevant portion from the Cash Consideration in relation to a
particular Shareholder in order to make payment of such liability for dividends tax.
2.2.5. The implementation of the Odd-lot Offer will not result in a reduction of the contributed
tax capital of the Company.
2.2.6. The summary of the tax considerations pertaining to the Odd-lot Offer is based on the
current laws that are applicable as at the date of this announcement and is subject to
potential changes that may be made to such legislation subsequently, which could be
retrospective. The summary is a general guide and is not intended to constitute a complete
analysis of the tax consequences of the Odd-lot Offer provisions in terms of South African
tax law. It is not intended to be, nor should it be considered legal or tax advice. RMH
and its advisors cannot be held responsible for the tax consequences of the Odd-lot Offer
and therefore Shareholders are advised to consult their own tax advisors in this regard.
2.2.7. The Odd-lot Offer may be subject to tax in the relevant jurisdiction of the Odd-lot Holders
arising from the disposal of the Odd-lot Holdings by the Odd-lot Holders who make an
election to sell their respective Odd-lot Holdings to RMH, or who do not make an election
in the case of Odd-lot Holders.
2.2.8. The Company will bear the securities transfer tax associated with the acquisition of the
Shares forming the subject of the Odd-lot Offer.
3. CONDITIONS FOR THE ODD-LOT OFFER
3.1. The implementation of the Odd-lot Offer is subject to the fulfilment of the conditions precedent
that: (i) the resolutions relating to the Odd-lot Offer contained in the notice of EGM attached
to and forming part of the Circular are duly passed; and (ii) the Board have satisfied themselves
that the solvency and liquidity requirements of section 4 of the Companies Act, No. 71 of 2008
(“Companies Act”), as envisaged in section 46 read with section 48 of the Companies Act, will
be met in respect of the Odd-lot Offer.
4. DISTRIBUTION OF CIRCULAR AND NOTICE OF EGM
4.1. The Board is seeking approval from Shareholders to implement the Odd-lot Offer and is therefore
convening the EGM to be conducted entirely by electronic communication on Monday, 26 October 2026
at 10:00 am.
4.2. A circular (“Circular”) containing details of the Odd-lot Offer, together with a notice of EGM,
is being distributed to Shareholders today, Monday, 28 September 2026.
4.3. This Circular is available in English only. Copies may be obtained during normal business hours
from the registered offices of RMH, at the address set out under the “Corporate Information and
Advisors” section of the Circular from Monday, 28 September 2026 until the date of the EGM (both
days inclusive). An electronic copy of this Circular will also be available on RMH's website at
www.rmh.co.za.
4.4. Unless otherwise indicated, capitalised words and terms contained in this announcement shall
bear the same meanings ascribed thereto in the Circular.
5. SALIENT DATES AND TIMES
2026
Record date to determine which Shareholders are entitled to receive the
Circular Friday, 18 September
Circular and Notice of Extraordinary General Meeting distributed to
Shareholders on Monday, 28 September
Announcement regarding distribution of the Circular and Notice of
Extraordinary General Meeting released on SENS on Monday, 28 September
Announcement regarding distribution of the Circular and Notice of
Extraordinary General Meeting published in the press on Tuesday, 29 September
Last day to trade in order to be eligible to attend and vote at the
Extraordinary General Meeting Tuesday, 13 October
Record date to determine which Shareholders are entitled to attend and
vote at the Extraordinary General Meeting Friday, 16 October
For administrative purposes, the time and date by which Forms of Proxy
(grey) for the Extraordinary General Meeting are requested to be lodged, Thursday, 22 October
by 10:00 am on
Forms of Proxy (grey) not lodged timeously with the Transfer
Secretaries, for convenience, to be emailed to the Transfer Secretaries
(who will provide same to the chairman of the Extraordinary General Monday, 26 October
Meeting) before the proxy exercises the rights of the Shareholder at the
Extraordinary General Meeting on
Extraordinary General Meeting to be held at 10:00 am on Monday, 26 October
Finalisation announcement, including the results of the Extraordinary
General Meeting and the final Offer Price, announced on SENS on Monday, 26 October
Finalisation announcement published in the press on Tuesday, 27 October
Odd-lot Offer opens at 09:00 am Tuesday, 27 October
Last day for Shareholders on the JSE to trade in order to participate in
the Odd-lot Offer Tuesday, 10 November
Shares trade “ex” the Odd-lot Offer on Wednesday, 11 November
Forms of Election and Surrender (blue) for the Odd-lot Offer to be
received by the Transfer Secretaries by 12:00 pm on Friday, 13 November
Odd-lot Offer closes at 12:00 pm on Friday, 13 November
Record date for the Odd-lot Offer (to determine which Shareholders are
entitled to participate in the Odd-lot Offer) at close of business on Friday, 13 November
Implementation of the Odd-lot Offer on Monday, 16 November
Dematerialised Odd-lot Holders who have accepted the Odd-lot Offer or
are deemed to have accepted the Odd-lot Offer will have their accounts Monday, 16 November
held at their CSDP or broker credited with the Offer Price on
Payments of the Offer Price to Certificated Odd-lot Holders who have
accepted the Odd-lot Offer on Monday, 16 November
Results of the Odd-lot Offer released on SENS on Monday, 16 November
Results of the Odd-lot Offer published in the press on Tuesday, 17 November
Cancellation and termination of listing of RMH Shares repurchased in
terms of the Odd-lot Offer expected on or about Thursday, 19 November
Notes:
1. The above dates and times are subject to change. Any changes will be published on SENS.
2. Shareholders should note that as transactions in RMH Shares are settled in the electronic settlement
system used by Strate, settlement of trades takes place three Business Days after such trade. Therefore,
Shareholders who acquire RMH Shares after close of trade on Tuesday, 13 October 2026 will not be eligible
to attend, participate in and vote at the Extraordinary General Meeting.
3. All times quoted in this Circular are South African Standard Time.
4. Dematerialised Odd-lot Holders are requested to notify their duly appointed CSDP or broker of their
election by the cut-off time stipulated by their CSDP or broker. This will be an earlier date than the
closing of the Odd-lot Offer.
5. In the case of Certificated Odd-lot Holders who accept the Odd-lot Offer or are deemed to have accepted
the Odd-lot Offer, payment will be made by electronic funds transfer into the bank accounts of such
Odd-lot Holders on or about 16 November 2026, if such holders’ banking details have been provided in the
relevant Form of Election and Surrender. Should no banking details be on record for such holders, the
funds will be held by RMH until such time as the details have been provided to the Transfer Secretaries.
6. Those Odd-lot Holders who do not make an election will automatically be regarded as having chosen and
accepted the Cash Consideration.
7. If the Extraordinary General Meeting is adjourned or postponed, Forms of Proxy submitted for the initial
Extraordinary General Meeting will remain valid in respect of any adjournment or postponement of the
Extraordinary General Meeting unless the contrary is stated on such Forms of Proxy.
8. Shareholders on the JSE may not dematerialise or rematerialise their Shares after the last day to trade,
being 10 November 2026 up to and including the record date, being 13 November 2026.
Pretoria
28 September 2026
Transaction Advisor and Transaction Sponsor
Pallidus Exchange Services
Date: 28/09/2026 02:00:00
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