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AFB
AFB
AFB - Alexander Forbes Limited - Postponement Of The Court Hearing To Sanction
The Amended Option 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 OPTION SCHEME
1. Postponement of the court hearing
Alexander Forbes option holders ("option holders") are advised that the
application to the High Court of South Africa (Witwatersrand Local Division)
("the Court") to sanction the amended option holder scheme of arrangement ("the
option scheme") proposed by Cleansheet Investments (Proprietary) Limited,
between Alexander Forbes and its option holders 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 option scheme by no later
than 10 July 2007 at 10:00 or so soon thereafter as counsel may be heard.
Option holders will be notified in the South African press of the date upon
which the application to sanction the option scheme will be made. Option holders
are entitled to attend or be represented by counsel at the hearing for the
sanctioning of 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 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 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;
- the Court sanctioning the option scheme in terms of the Act;
- 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).
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 16:01:37 Produced by the JSE SENS Department.
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