| Wed 30 May 2007, 16:59 | | NSX - AFB - Alexander Forbes - Salient Dates And T |
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AFB
AFB
NSX - AFB - Alexander Forbes - Salient Dates And Times Announcement For The
Adjourned Scheme Meeting For Ordinary Shareholders
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")
SALIENT DATES AND TIMES ANNOUNCEMENT FOR THE ADJOURNED SCHEME MEETING FOR
ORDINARY SHAREHOLDERS
Introduction
Alexander Forbes shareholders ("shareholders") are referred to the announcements
dated 28 February 2007, 16 March 2007 and 30 April 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 in terms of section 311 of the Companies Act,
No. 61 of 1973, as amended, which scheme has now been amended, inter alia, to
include a re-investment election (as referred to in the announcement dated 30
April 2007) and a revised cash consideration ("the amended scheme").
Adjourned Scheme Meeting and Amended Scheme
In terms of the Order of Court, dated Tuesday, 20 March 2007, an adjourned
scheme meeting ("the scheme meeting") will be held at 14h00 on Monday, 18 June
2007, at the registered office of Alexander Forbes, Birchwood Auditorium, Ground
Floor, Alexander Forbes Place, 61 Katherine Street, Sandton, 2196, South Africa.
The purpose of the scheme meeting is to consider the amended scheme, the basic
characteristic of which is that, upon its implementation, Cleansheet Investments
will acquire all the issued shares of the Alexander Forbes (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 revised cash consideration equal to
R17,26 per share in Alexander Forbes. 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. 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 ("AF Pref") Limited in respect of their
qualifying scheme shares.
Further details of the amended scheme are set out in the circular dated 30 May
2007 and posted to all shareholders on 30 May 2007. Shareholders` attention is
drawn to the salient dates and times below in this regard.
SALIENT DATES AND TIMES 2007
Re-investment record date for participation in the
re-investment election (at 17:00) (Alexander Forbes shares
must have been held on this date in order for a
shareholder to be eligible to participate in the
re-investment election) Tuesday, 27 March
Alexander Forbes annual financial results for the year
ended 31 March 2007 published on Friday, 1 June
Notice of scheme meeting published in the South African
press by Sunday, 3 June
Last day to trade in Alexander Forbes shares on the JSE, NSX
and BSE in order to be recorded on the register to vote at
the scheme meeting, by close of trade on the JSE, NSX
and BSE on Wednesday, 6 June
Record date for voting to determine those Alexander Forbes
shareholders entitled to vote at the scheme meeting, by
close of business on Wednesday, 13 June
Last day to lodge form of proxy for the scheme meeting,
by 14:00 on Thursday, 14 June
(forms of proxy may also be handed to the chairperson of
the scheme meeting up to 10 minutes before the scheme
meeting commences)
Alexander Forbes scheme meeting held at 14:00 on Monday, 18 June
Results of the scheme meeting released on SENS on Monday, 18 June
Copy of the chairperson`s report lies open for
inspection from Monday, 18 June
Results of the scheme meeting published in the South African
press on Tuesday, 19 June
Court hearing to sanction the scheme expected to be at 10:00
(or as soon thereafter as counsel may be heard) on Tuesday, 26 June
Results of the Court hearing and final dates released
on SENS on Tuesday, 26 June
Results of the Court hearing and final dates published in
the South African press on or about Wednesday, 27 June
If the scheme is sanctioned:
Order of Court sanctioning the scheme registered by the
Registrar on or about Wednesday, 27 June
Fulfilment or waiver of conditions precedent anticipated
to be released on SENS on Wednesday, 27 June
Announcement of final quantum of cash consideration
payable, on SENS on Wednesday, 27 June
Announcement of final quantum of cash consideration
payable, in the South African press on Thursday, 28 June
Fulfilment or waiver of conditions precedent anticipated
to be published in the South African press on Friday, 29 June
Anticipated last day to trade in shares of Alexander Forbes
in order to be recorded on the register on the record date
for the scheme on Friday, 29 June
Anticipated date for suspension of Alexander Forbes` listing
on the JSE, NSX and BSE, from commencement of trade on Monday, 2 July
Anticipated election date for the re-investment election
(election instructions and forms to have been received
by 12:00) on Friday, 6 July
Last date and time for surrender, transfer and election
forms to be received by the transfer secretaries,
in order to be paid on the operative date, by 17:00 on Friday, 6 July
Anticipated record date for the scheme (record date to
participate in the scheme), by close of trade on Friday, 6 July
Anticipated record date to participate in the re-investment
election (in addition to having held Alexander Forbes shares
on 27 March 2007 at 17:00, an Alexander Forbes shareholder
must also hold Alexander Forbes shares on this date
in order to be a qualifying scheme participant who may
participate in the re-investment election), by close
of trade on Friday, 6 July
Anticipated operative date of the scheme at the commencement
of business on Wednesday, 11 July
Anticipated date of listing by the JSE of AF Pref
linked units Wednesday, 11 July
Anticipated date from which the cash consideration will
be made available or posted to scheme participants (subject,
in the case of certificated scheme participants, to
documents of title to Alexander Forbes shares having been
received on or prior to 12:00 on the record date for the
scheme or, failing that, within five business days of
receipt thereof by the transfer secretaries) on Wednesday, 11 July
Cash consideration credited/updated to the relevant
accounts at their CSDP or broker, as the case may be,
in the case of dematerialised scheme participants Wednesday, 11 July
Certificated qualifying scheme participants who elect to
participate in the re-investment election will, provided
that they validly exercise their election in accordance
with the instructions contained in the form
of surrender, transfer and election (and further
provided that documents of title and duly signed surrender,
transfer and election documents are received by 12:00 on
the election date), be issued with AF Pref linked units
on or about the operative date or, failing receipt of
documents of title and duly signed surrender, transfer
and election documents on or before the election date,
within five business days of receipt thereof by the
transfer secretaries the cash consideration will be posted
to them in respect of all their Alexander Forbes shares Wednesday, 11 July
Dematerialised qualifying scheme participants who elect
the re-investment election will be issued with AF Pref
linked units on or about the operative date, provided
that they validly exercise their election in accordance
with paragraphs 14 to 17 of the scheme by the
cut off date and time advised by their CSDP or broker,
their CSDPs timeously inform Alexander Forbes accordingly
by 12:00 on the election date and their CSDPs register
transfer of their scheme shares in favour of Cleansheet
Investments.
Anticipated date for termination of Alexander Forbes`
listing on the JSE, NSX and BSE from commencement of
trade on the JSE on Thursday, 12 July
Notes:
The above dates and times are subject to change. All times are South African
times. Any variation of the above dates and times, as may be approved by the
Securities Regulation Panel, the JSE and/or the High Court of South Africa,
where required, will be released on SENS and published in the South African
press.
Shareholders should note that, as trade in Alexander Forbes` shares on the JSE
is settled through STRATE, settlement for trade normally takes place 5 (five)
business days after such trade. Therefore, shareholders who acquire Alexander
Forbes shares on the JSE after Wednesday, 6 June 2007 will not be eligible to
vote at the scheme meeting.
Dematerialised scheme members, other than own-name dematerialised scheme
members, must provide their CSDP or broker with their instructions for voting at
the scheme meeting by the cut-off time and date advised by the CSDP or broker
for instructions of this nature. No dematerialisation or rematerialisation of
Alexander Forbes shares may take place after Friday, 29 June 2007.
30 May 2007
Financial adviser and sponsor to Alexander Forbes
JPMorgan
Attorneys to Alexander Forbes
Edward Nathan Sonnenbergs
Independent adviser to Alexander Forbes
KPMG
Independent reporting accountants to Alexander Forbes
PriceWaterHouseCoopers
Date: 30/05/2007 16:59:48 Produced by the JSE SENS Department.
