| Mon 18 Jun 2007, 15:07 | | AFB - Alexander Forbes Limited - Results of the Ad |
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AFB
AFB
AFB - Alexander Forbes Limited - Results of the 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")
RESULTS OF THE ADJOURNED SCHEME MEETING
1. Results of the adjourned scheme meeting
Alexander Forbes shareholders ("shareholders") are referred to the announcements
dated 28 February 2007, 16 March 2007, 30 April 2007 and 30 May 2007 and to the
scheme circular posted on 30 May 2007 and are advised that at the adjourned
scheme meeting held on Monday, 18 June 2007, the requisite majority of scheme
members present and voting either in person or by proxy approved the proposed
acquisition of the share capital of Alexander Forbes by Cleansheet Investments
(Proprietary) Limited ("Cleansheet Investments"), by way of a scheme of
arrangement ("the scheme").
2. Outstanding conditions precedent
Shareholders are reminded that the implementation of the scheme is subject to
the fulfilment (or where appropriate waiver) of the following conditions
precedent to the extent to which they have not yet been fulfilled or waived:
- that the approval of the Exchange Control Department of the South African
Reserve Bank is obtained in respect of the implementation of the scheme and the
related funding arrangements required to implement the scheme;
- that, to the extent legally required, the approval of the exchange control
authorities in Namibia is obtained to the implementation of the scheme;
- that, to the extent necessary, the approval of the JSE and the SRP is
obtained in respect of the implementation of the scheme;
- that, to the extent required, the JSE, NSX and BSE consent to the
termination of the listing of Alexander Forbes;
- all other legally necessary regulatory approvals and consents to the
implementation of the scheme are obtained, including those in jurisdictions
outside South Africa;
- the Court sanctioning the scheme in terms of the Companies Act, No. 61 of
1973, as amended("the Act");
- a certified copy of the Order of Court sanctioning the scheme being
registered by the Registrar in terms of the Act;
- the scheme of arrangement between Alexander Forbes, all holders of options
over Alexander Forbes shares in terms of the 2004 Alexander Forbes Group
Employee Share Trust and the trustees of such trust becoming unconditional
(save for any condition contained therein which relates to this scheme);
- R473 million of the proceeds from the disposal of AFRSH being used only for
purposes of payments to clients in respect of bulking and related
settlements and the repayment of certain existing interest bearing debt,
until 20 June 2007;
- to the extent legally required, the approval of the Financial Services
Authority in the United Kingdom to the implementation of the scheme; and
- the JSE granting a listing of the Alexander Forbes Preference Share
Investments Limited linked units.
Shareholders are advised that the court hearing to sanction the scheme is
expected to be on Tuesday, 26 June 2007 at 10:00 or so soon thereafter as
counsel may be heard, in the High Court of South Africa (Witwatersrand Local
Division), located at the High Court Building, von Brandis Square,
Corner Pritchard and von Brandis Streets, Johannesburg.
3. Further Announcements
A further announcement regarding fulfilment of remaining conditions precedent
and final dates of the scheme will be published on SENS on or about Wednesday,
27 June 2007.
18 June 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
Merchant Bank to Cleansheet Investments
Rand Merchant Bank
Attorneys to Cleansheet Investments
Deneys Reitz
Date: 18/06/2007 15:07:12 Produced by the JSE SENS Department.
