Fitch: Momentum-Metropolitan Merger Does Not Affect FirstRand Bank's Ratings

Fitch Ratings-London/Johannesburg-07 April 2010: Fitch Ratings says today that FirstRand Bank Limited's (FRB) ratings or the ratings of its 100%-parent, FirstRand Bank Holdings Limited (FRBH) will not be affected by the proposed merger of the South African insurance companies, Momentum Group Limited (Momentum) and Metropolitan Holdings Limited (Metropolitan). The two insurers announced the proposed merger on 31 March 2010. A full breakdown of FRB's and FRBH's ratings is provided at the end of this comment.
Under the proposed transaction, FirstRand Limited (FRL) will sell its 100%-stake in Momentum to Metropolitan in exchange for an approximate 59.5% stake in the newly merged-Metropolitan entity. FRL has indicated that it will then unbundle its stake in the merged entity to FRL's shareholders. Fitch notes that the transaction will not affect FRB's and FRBH's credit quality, since the ratings assigned to these entities are based on their standalone strength.
Following the proposed transaction, FRL's main business lines will consist of its South African banking interests within FRB, its African banking business and certain other non-banking activities.
FRB and its holding company, FRBH, are part of a wider integrated financial services group FirstRand Limited (FRL), a business model that has been in existence since the 1990s. FRL conducted its business through three wholly owned operating groups: FRB banking group, with FRBH as the holding company; the insurance and asset management group (with Momentum covering life, general insurance and asset management); and a division housing the group's unregulated activities under FirstRand Investment Holdings (Pty) Limited. Business between the group's entities was conducted on an arm's-length basis. Management has advised it will continue to pursue the synergistic benefits that exist between banking, insurance and asset management activities with the merged entity. This will be formalised as a preferred strategic relationship on an arm's-length basis.
The transaction is contingent upon approval being received from both companies' shareholders, and numerous regulatory bodies before 31 October 2010. Other regulatory approvals will be required from the registrar of long-term insurance, the registrar of short-term insurance, the registrar of banks, the registrar of pension funds, the South African Reserve Bank, the Competition Tribunal and other African regulators.
FirstRand Bank Holdings Limited:
Long-term foreign currency IDR: 'BBB'; Outlook Negative
Short-term foreign currency IDR: 'F3'
Individual Rating: 'C'
Support Rating: '5'
Support Rating Floor: 'No Floor'
National Long-term Rating: 'AA-(zaf)'; Outlook Negative
National Short-term Rating: 'F1+(zaf)'
FirstRand Bank Limited:
Long-term foreign currency IDR: 'BBB+'; Outlook Negative
Short-term foreign currency IDR: 'F2'
Long-term local currency IDR: 'BBB+'; Outlook Negative
Individual Rating: 'C'
Support Rating: '2'
National Long-term Rating: 'AA(zaf)'; Outlook Negative
National Short-term Rating: 'F1+(zaf)'
Support Rating Floor: 'BBB-'
Applicable criteria, 'Global Financial Institutions Rating Criteria', dated 29 December, 2009', are available on www.fitchratings.com.
Contacts: Denzil de Bie, Anthony Walker, Frederick Fouche, Johannesburg, Tel: +27 11 380 0900.
Media Relations: Hannah Warrington, London, Tel: +44 (0) 207 417 6298, Email: hannah.warrington@fitchratings.com.
Additional information is available at www.fitchratings.com.

Related Research:
Global Financial Institutions Rating Criteria
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