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AFB
AFB
AFB - Alexander Forbes Limited - Announcement
Alexander Forbes Limited
Registration number: 1958/001974/06
JSE share code: AFB
NSX share code: AFS
BSE share code: FORBES
ISIN: ZAE000018230
("Alexander Forbes")
ANNOUNCEMENT CONCERNING
THE CONVENING OF THE ADJOURNED SCHEME MEETING FOR ORDINARY SHAREHOLDERS;
THE CONVENING OF THE ADJOURNED SCHEME MEETING FOR OPTION HOLDERS;
UPDATE REGARDING PROGRESS MADE IN RELATION TO THE RE-INVESTMENT ELECTION;
AND
EXPECTED DATE FOR THE ADJOURNED SCHEME MEETINGS
1. Introduction
Alexander Forbes shareholders ("shareholders") and holders of options
over Alexander Forbes shares ("option holders") are referred to the
announcements dated 28 February 2007 and 16 March 2007 regarding the
proposed acquisition of the share capital of Alexander Forbes by a
consortium of private equity investors led by Actis Africa Fund 2 LP("the
Actis Consortium"), acting through Cleansheet Investments (Proprietary)
Limited ("Cleansheet Investments"), by way of a scheme of arrangement
("the scheme") in terms of section 311 of the Companies Act, No. 61 of
1973, as amended. In the aforesaid announcements, shareholders and option
holders were advised that the scheme meetings of shareholders and option
holders respectively held on Wednesday, 28 February 2007 ("the scheme
meetings") had been adjourned to allow discussion regarding possible
amendments to the terms of the schemes, principally being the possible
introduction of a re-investment election ("the re-investment election").
The key features of the re-investment election were published in the
announcement dated 16 March 2007, in which announcement option holders
were notified that the re-investment election would not be extended to
option holders.
2. The re-investment election for shareholders
Shareholders are advised that significant progress has been made in
finalising the necessary documentation relating to the necessary
amendments to the scheme to incorporate the re-investment election. The
terms of the re-investment election for shareholders are being finalised
and remain subject to the approval of the JSE Limited ("JSE") and the
Securities Regulation Panel ("SRP"). Shareholders are advised that the re-
investment election will only be implemented if the JSE grants a listing
of the linked units.
Shareholders are reminded that Tuesday, 27 March 2007, at 17h00, was the
record date for participation in the re-investment election ("the re-
investment record date"), by which date persons who wished to qualify for
and be eligible to participate in the re-investment election must have
been reflected in the register of shareholders of Alexander Forbes.
Shareholders are further reminded that their entitlement to participate
in the re-investment election is also dependent on their holding of
shares on the record date for the amended scheme.
3. Expected date for the adjourned scheme meetings and convening
thereof
Shareholders and option holders are notified that it is currently
envisaged that the adjourned scheme meetings will be held on or about 14
June 2007. This date is dependent upon the JSE and the SRP approving the
requisite documentation, among other things, and may change.
Shareholders and option holders will be notified of any change to this
date on SENS and in the South African press.
4. Undertakings
All of the undertakings to vote and make voting recommendations referred
to in the announcement of 16 March 2007 remain in place. In addition,
Shareholders are advised that the Public Investment Corporation ("PIC"),
among others, has undertaken to the Actis Consortium to vote in favour of
the Scheme at the scheme meeting and/or to recommend to their clients
that their clients vote in favour of the Scheme at the scheme meeting.
The PIC has also agreed to accept the re-investment election.
Accordingly, as at the date of this announcement, this brings the number
of shares in respect of which irrevocable commitments have been obtained
to vote (or to recommend voting) in favour of the amended scheme at the
scheme meeting, to approximately 64% of the number of Alexander Forbes
shares which are eligible to be voted at the scheme meeting.
5. Further announcements and notices
Notices convening the abovementioned adjourned scheme meetings and
indicative salient dates and times of these scheme meetings will be
published in due course and will in any event be sent to shareholders and
option holders, together with the relevant documentation, not less than
14 (fourteen) days before the date of such adjourned scheme meetings.
Sandton
30 April 2007
Financial adviser and sponsor to Alexander Forbes
JPMorgan
Financial adviser to the Actis Consortium
Rand Merchant Bank
Legal adviser to Alexander Forbes
Edward Nathan Sonnenbergs Inc.
Legal advisers to the Actis Consortium
Deneys Reitz
Independent adviser to the Alexander Forbes Board
KPMG
Date: 30/04/2007 16:51:01 Produced by the JSE SENS Department.
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