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AFB
AFB
AFB - Alexander Forbes Limited - Results of the adjourned option 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 OPTION SCHEME MEETING
1. Results of the adjourned option scheme meeting
Alexander Forbes option holders ("option holders") are referred to the
announcements dated 28 February 2007, 16 March 2007, 30 April 2007 and 30 May
2007 and to the option scheme circular posted on 30 May 2007 and are advised
that at the adjourned option scheme meeting held on Monday, 18 June 2007, the
requisite majority of option scheme members present and voting either in person
or by proxy approved the proposed acquisition of the options over shares in
Alexander Forbes by Cleansheet Investments (Proprietary) Limited ("Cleansheet
Investments"), by way of a scheme of arrangement ("the option scheme").
2. Outstanding conditions precedent
Option holders are reminded that the implementation of the option scheme is
subject to the fulfilment of the following conditions precedent to the extent to
which they have not yet been fulfilled:
- that the approval of the Exchange Control Department of the South African
Reserve Bank is obtained in respect of the implementation of the option
scheme;
- that, to the extent legally required, the approval of the exchange control
authorities in Namibia is obtained to the implementation of the option
scheme;
- that, to the extent necessary, the approval of the JSE and the SRP is
obtained in respect of the implementation of the option scheme;
- the Court sanctioning the option scheme in terms of the Companies Act,
No. 61 of 1973, as amended("the Act");
- the 2004 Share Trust consenting to the option scheme being proposed and
implemented;
- a certified copy of the Order of Court sanctioning the option scheme being
registered by the Registrar in terms of the Act;
the amended scheme of arrangement in terms of section 311 of the Act proposed by
Cleansheet Investments, between Alexander Forbes and its shareholders, excluding
AF Investments and the Alexander Forbes share incentive schemes to the extent to
which the latter hold unallocated shares, becoming unconditional ("shareholder
scheme")(save for any condition contained in the shareholder scheme which
relates to the option scheme).
Option holders are advised that the court hearing to sanction the option 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 option 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 15:09:01 Produced by the JSE SENS Department.
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