Wrap Text
Announcement by RMH and AttBid of AttBid’s acquistion of further 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)
AttBid Proprietary Limited
(Incorporated in the Republic of South Africa)
(Registration number: 2025/889173/07)
(AttBid)
ANNOUNCEMENT BY RMH AND ATTBID OF ATTBID'S ACQUISITION OF FURTHER SHARES IN RMH
1. INTRODUCTION
(a) RMH and AttBid refer to the joint announcement of 9 February 2026 of AttBid's firm
intention to make a general offer (Offer) to the shareholders of RMH (RMH Shareholders)
to acquire all of the issued ordinary shares (RMH Shares) in RMH, 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 (Firm Intention Announcement).
(b) RMH and AttBid also refer to their joint announcement of 16 February 2026, announcing
that AttBid and/or APF has acquired further RMH Shares since the publication of the Firm
Intention Announcement.
(c) The purpose of this announcement is to advise RMH Shareholders that AttBid has since the
Firm Intention Announcement and the other announcement referred to above, acquired
further RMH Shares.
2. ACQUISITION OF FURTHER SHARES
(a) AttBid has acquired, in on-market transactions, a further 31,834,753 RMH Shares, as
follows:
(i) on Monday, 16 February 2026, AttBid acquired 17,988,886 RMH Shares in on-/off-
market transactions for a price of R0.47 (forty-seven cents) per RMH Share;
(ii) on Tuesday, 17 February 2026, AttBid acquired 9,740,389 RMH Shares in on-/off-
market transactions for a price of R0.47 (forty-seven cents) per RMH Share;
(iii) on Wednesday, 18 February 2026, AttBid acquired 1,355,011 RMH Shares in on-/off-
market transactions for a price of R0.47 (forty-seven cents) per RMH Share;
(iv) on Thursday, 19 February 2026, AttBid acquired 2,500,467 RMH Shares in on-/off-
market transactions for a price of R0.47 (forty-seven cents) per RMH Share; and
(v) on Friday, 20 February 2026, AttBid acquired 250,000 RMH Shares in on-/off-market
transactions for a price of R0.47 (forty-seven cents) per RMH Share.
(b) After the aforementioned trades are implemented, AttBid and APF will hold an aggregate of
approximately 35.11% of the RMH Shares in issue, excluding treasury shares.
(c) AttBid confirms that these acquisitions have already been disclosed to the Takeover
Regulation Panel (TRP) as required under Chapter 5 of the Companies Regulations, 2011
(Takeover Regulations).
(d) As a result of the further acquisitions of RMH Shares by AttBid, AttBid has acquired a
beneficial interest in RMH Shares that enables AttBid and its concert party, APF, to exercise
more than 35% of the voting rights attached to the RMH Shares in issue, excluding treasury
shares. The TRP has accordingly ruled that AttBid's general offer that was announced on 9
February 2026 will become a mandatory offer under section 123 of the Companies Act, 2008
(Companies Act), on the same terms and conditions as the Offer. The consideration will be
the same as offered under such general offer. Accordingly, this transaction will continue on
the basis of section 117(1)(c)(vi) of the Companies Act, and its implementation remains
subject to the receipt of any required regulatory approvals, as more fully set out in the circular
to RMH Shareholders.
(e) Following the fulfilment of the regulatory conditions in (d), the Offer will not be
implemented unless, and until, the TRP issues a compliance certificate to AttBid, in terms of
section 121(b) of the Companies Act.
(f) The circular to be issued in respect of the Offer will be issued in a form that reflects the
mandatory nature of the offer and the matters set out above, in accordance with the
requirements of the Companies Act and the Takeover Regulations.
(g) Save as may be prohibited under the Companies Act or the Takeover Regulations, AttBid,
or its parties acting in concert, may be acquiring further RMH Shares after the date of this
announcement whilst the Offer remains open and, if required under the Companies Act or
the Takeover Regulations, will make further disclosures and announcements in that regard.
3. RESPONSIBILITY STATEMENT
(a) The directors of AttBid 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) The RMH independent board accepts 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.
Johannesburg
24 February 2026
Legal Advisor to AttBid
Alchemy Law Africa
Transaction Advisor to AttBid
Pallidus Group
Legal Advisor to RMH
Webber Wentzel
Sponsor to RMH
BSM Sponsors
Date: 24-02-2026 12:10:00
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