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AFB
AFB
AFB - Alexander Forbes Limited - Postponement Of The Court Hearing To Sanction
The Amended Scheme
Alexander Forbes Limited
(Incorporated in the Republic of South Africa)
(Registration number: 1958/001974/06)
Share code: AFB
ISIN number: ZAE000018230
("Alexander Forbes") or ("the Company")
JSE Limited ("JSE")
Namibian Stock Exchange ("NSX")
Botswana Stock Exchange ("BSE")
POSTPONEMENT OF THE COURT HEARING TO SANCTION THE AMENDED SCHEME
1. Postponement of the court hearing
Alexander Forbes shareholders ("shareholders") are advised that the application
to the High Court of South Africa (Witwatersrand Local Division) ("the Court")
to sanction the amended scheme of arrangement ("the scheme") proposed by
Cleansheet Investments (Proprietary) Limited, between Alexander Forbes and
certain of its shareholders in terms of section 311 of the Companies Act, 61 of
1973, as amended ("the Act"), has been postponed, pending the fulfilment of
certain conditions precedent. It is anticipated that application will be made
to the Court to sanction the scheme by no later than 10 July 2007 at 10:00 or so
soon thereafter as counsel may be heard. Shareholders will be notified in the
South African press of the date upon which the application to sanction the
scheme will be made. Shareholders are entitled to attend or be represented by
counsel at the hearing for the sanctioning of the scheme.
2. Outstanding conditions precedent
Shareholders are reminded that the implementation of the scheme is subject to
the fulfilment of the following conditions precedent which to date 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 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 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 Act;
- a certified copy of the Order of Court sanctioning the scheme being
registered by the Registrar in terms of the Act;
- the amended scheme of arrangement in terms of section 311 of the Act
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); and
- the JSE granting a listing of the Alexander Forbes Preference Share
Investments Limited linked units.
3. Further Announcements
Further announcements and salient dates and times will be released in due
course.
26 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: 26/06/2007 15:59:56 Produced by the JSE SENS Department.
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