| Wed 30 May 2007, 16:58 | | AFB - Alexander Forbes - Notice of Adjourned Schem |
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AFB
AFB
AFB - Alexander Forbes - Notice of Adjourned Scheme Meeting
Alexander Forbes Limited
(Incorporated in the Republic of South Africa)
(Registration number: 1958/001974/06)
Share code: AFB
ISIN number: ZAE000018230
Alexander Forbes Limited ("Alexander Forbes")
JSE Limited ("JSE")
Namibian Stock Exchange ("NSX")
Botswana Stock Exchange ("BSE")
Notice of the adjourned scheme meeting
In the High Court of South Africa Case No.: 1487/2007
(Witwatersrand Local Division)
High Court Building, von Brandis Square, Johannesburg
Tuesday, 20 March 2007
Before Her Ladyship Justice Tshiqi
In the ex parte application of:
Alexander Forbes Limited Applicant
(Registration number 1958/001974/06)
Notice is hereby given that, in terms of an Order of Court dated Tuesday,
20 March 2007, the High Court of South Africa Witwatersrand Local Division ("the
Court") has ordered that an adjourned meeting ("the scheme meeting") of the
registered shareholders of the Applicant reflected in the Applicant`s share
register (other than Alexander Forbes Investments (Proprietary) Limited and the
Alexander Forbes share incentive schemes (namely, FFSGH (1990) Employee
Investments Limited, FFSGH Employee Investments Limited, the Forbes Share Trust,
the Forbes Staff Share Trust and the Investment Solutions Share Trust) to the
extent that, on the record date for voting (as defined in the scheme of
arrangement contained in Annexure D to the founding affidavit in this matter),
the latter hold shares in the Applicant which have not been allocated for the
benefit of their respective participants or beneficiaries), at the close of
business on Wednesday, 13 June 2007 ("the scheme members") be convened under the
chairmanship of Johan Anton Roodt, or failing him, Gerhardus Jacobus Rudolph,
for the purpose of considering and, if deemed fit, agreeing, with or without
modification, to the scheme of arrangement, as amended ("the scheme") proposed
by Cleansheet Investments (Proprietary) Limited ("Cleansheet Investments")
between the Applicant and the scheme members, provided that the scheme meeting
shall not be entitled to agree to any modification of the scheme which has the
effect of diminishing the rights to accrue in terms thereof to scheme members.
The scheme meeting will be held at 14:00 on Monday, 18 June 2007, at Birchwood
Auditorium, Ground Floor, Alexander Forbes Place, 61 Katherine Street, Sandton,
South Africa, or any other adjourned time or date determined by the chairperson
of the scheme meeting.
The implementation of the scheme is subject to the fulfilment of the conditions
precedent stated therein including, but not limited to, the sanction of the
above Honourable Court.
The basic characteristic of the scheme of arrangement is that, upon its
implementation, Cleansheet Investments will acquire all the issued shares of the
Applicant (other than those shares held by Alexander Forbes Investments
(Proprietary) Limited and those shares held by the Alexander Forbes share
incentive schemes which are not then allocated for the benefit of participants
or beneficiaries of those Alexander Forbes share incentive schemes), for a cash
consideration equal to R17,26 per share in the Applicant. The Applicant will
thereafter effectively become a wholly-owned subsidiary of Cleansheet
Investments and its shares will be delisted from the JSE, Namibian Stock
Exchange and Botswana Stock Exchange. The amount payable will accrue interest at
the rate of 6% per annum (nominal annual compounded annually in arrear) from 3
July 2007 until (but excluding) the operative date of the scheme of arrangement
("the cash consideration"), and such interest shall be payable with the cash
consideration. The cash consideration payable per Alexander Forbes share will be
reduced in respect of any distribution per Alexander Forbes share made by
Alexander Forbes to its shareholders between 16 December 2006 and the operative
date of the scheme. Subject to the terms and conditions of the re-investment
election, qualifying scheme participants will be offered a right to subscribe
for linked units comprising preference shares and debentures issued by Alexander
Forbes Preference Share Investments Limited in respect of their qualifying
scheme shares.
A copy of the scheme, the explanatory statement in terms of section 312(1) of
the Companies Act, No. 61 of 1973, as amended ("the Companies Act"), explaining
the scheme, this notice, the form of proxy to be used at the scheme meeting and
any adjournment thereof and the Order of Court convening the scheme meeting are
included in the documents which have been sent to scheme members, and copies
may, on request by any scheme member, be inspected at, or obtained free of
charge during normal business hours up to and including Tuesday, 26 June 2007,
from the registered office of the Applicant, as set out above or from the
chairman of the scheme meeting, c/o the Applicant`s attorneys (whose address is
at the foot of this notice).
Each scheme member who holds certificated ordinary shares in the Applicant
("certificated scheme member") or who holds dematerialised ordinary shares in
the Applicant through a Central Securities Depository Participant ("CSDP") or
broker and has selected own name registration ("dematerialised own name scheme
member"), may attend, speak and vote in person at the scheme meeting, or may
appoint one or more proxies (who need not be members of the Applicant) to
attend, speak and vote at the scheme meeting in the place of such certificated
scheme member or dematerialised own name scheme member. A form of proxy (pink)
for this purpose, for completion by certificated scheme members and
dematerialised own name scheme members only, is included in the document which
has been posted to all holders of ordinary shares in the Applicant at their
addresses as recorded in the register of members of the Applicant at the close
of business not more than 4 (four) business days before the date of such posting
and in respect of beneficial holders of dematerialised shares reflected as such
in the records of the CSDP, at the addresses as notified by STRATE to the
Applicant`s transfer secretaries at the close of business not more than 4 (four)
business days before the date of such posting. If more than 1 (one) proxy is
appointed on a single form of proxy, then only 1 (one) of those proxies (in
order of appointment) will be entitled to exercise that proxy. In the case of
joint certificated scheme members and joint dematerialised own name scheme
members, the vote of the senior certificated scheme member or senior
dematerialised own name scheme member (seniority will be determined by the order
in which the names of the joint certificated scheme members or joint
dematerialised own name scheme members stand in the Applicant`s register of
members) who tenders a vote (whether in person or by proxy) will be accepted to
the exclusion of the vote of the other joint certificated scheme member(s) or
joint dematerialised "own name" scheme member(s).
Properly completed forms of proxy must be lodged with or posted to Computershare
Investor Services 2004 (Proprietary) Limited, 70 Marshall Street, Johannesburg,
2001, South Africa (PO Box 61051, Marshalltown 2107, South Africa) to be
received by not later than 14:00 on Thursday, 14 June 2007, or handed to the
chairperson of the scheme meeting not later than 10 (ten) minutes before the
time for which the scheme meeting is convened. Notwithstanding the foregoing,
the chairperson of the scheme meeting may approve in his discretion the use of
any other form of proxy.
Where there are joint holders of the Applicant`s shares, any one of such persons
may vote at the scheme meeting or adjourned meeting in respect of such shares as
if they are solely entitled thereto, but if more than one of such joint holders
are present or represented at the scheme meeting or adjourned meeting, the
person whose name stands first in the Applicant`s share register in respect of
such shares or their proxy, as the case may be, shall alone be entitled to vote
in respect thereof.
Each person who holds a beneficial interest in dematerialised ordinary shares in
the Applicant ("the dematerialised scheme members") and has not selected own
name registration may attend, speak and vote in person at the scheme meeting or
adjourned meeting, only if such dematerialised scheme member informs its Central
Securities Depositary Participant ("CSDP") or broker timeously of its intention
to attend and vote at the scheme meeting or adjourned meeting or be represented
by proxy thereat, in order for its CSDP or broker to issue it with the necessary
authorisation to do so, or such dematerialised scheme member provides its CSDP
or broker timeously with its voting instruction should such dematerialised
scheme member not wish to attend the scheme meeting or adjourned meeting in
person in order for the CSDP or broker to vote in accordance with its
instruction at the scheme meeting or adjourned meeting. The CSDP or broker will
then provide Computershare Investor Services 2004 (Proprietary) Limited with
proxy forms in terms of each individual dematerialised scheme member`s
instruction.
Holders of ordinary shares (whether certificated or dematerialised) who hold
such shares through a nominee should timeously make the arrangements with that
nominee or, if applicable, CSDP or broker, to enable them to attend and vote at
the scheme meeting or to enable their votes in respect of their ordinary shares
in the Applicant to be cast at the scheme meeting by that nominee or a proxy or
a representative.
In terms of section 311(2)(b) of the Companies Act, the scheme requires the
approval at the scheme meeting or adjourned meeting of a majority representing
not less than three-fourths (75%) of the votes exercisable by scheme members
present and voting either in person or by proxy at the scheme meeting or
adjourned meeting.
The Order of Court requires the chairperson to report on the scheme meeting to
the Court at 10:00 or as soon thereafter as counsel may be heard, by Tuesday, 10
July 2007. It is anticipated that the report on the scheme meeting, and the
application to sanction the scheme, will be heard by the Court on 26 June 2007
at 10:00 or as soon thereafter as Counsel may be heard. During normal business
hours for at least seven calendar days prior to that date, a free copy of the
chairperson`s report to the Court will be available to any scheme member at the
registered office of the Applicant at Alexander Forbes Place, 61 Katherine
Street, Sandton, South Africa and at the chairperson`s office, c/o the
Applicant`s attorneys, whose address is given at the foot of this notice.
Copies of this notice, the form of proxy to be used at the scheme meeting, the
scheme, the explanatory statement in terms of section 312 of the Companies Act,
explaining the scheme and the Order of Court convening the scheme meeting may be
obtained on request, free of charge, from the Applicant at the time and places
mentioned below and have been posted to all holders of ordinary shares in the
Applicant at their addresses as recorded in the register of members of the
Applicant at the close of business not more than 4 (four) business days before
the date of such posting and in respect of holders of dematerialised shares, at
the addresses as notified by STRATE to the Applicant`s transfer secretaries at
the close of business not more than 4 (four) business days before the date of
such posting and may be inspected, during normal business hours, up to and
including, Tuesday, 26 June 2007, at the registered office of the Applicant at
Alexander Forbes Place, 61 Katherine Street, Sandton, South Africa and at the
offices of the chairperson, c/o the Applicant`s attorneys, whose address is
given at the foot of this notice.
Johan Anton Roodt
Chairperson of the scheme meeting
Applicant`s Attorneys
Edward Nathan Sonnenbergs Inc.
150 West Street, Sandown
Sandton, 2196
Tel: (011) 269-7600
Fax: (011) 269-7899
DX: 152, Sandton
Refer: Mr F du Preez
Date: 30/05/2007 16:58:59 Produced by the JSE SENS Department.
