| Fri 6 Jul 2007, 14:33 | | AFB - Alexander Forbes - Date Of Court Hearing Ou |
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AFB
AFB
AFB - Alexander Forbes - Date Of Court Hearing, Outstanding Conditions
Precedent, Salient Dates And Times And Scheme Consideration Announcement
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")
DATE OF COURT HEARING, OUTSTANDING CONDITIONS PRECEDENT, SALIENT DATES AND TIMES
AND SCHEME CONSIDERATION ANNOUNCEMENT
1. Date of the court hearing
Alexander Forbes shareholders ("shareholders") are referred to the announcements
of 26 June 2007 and 28 June 2007 regarding the postponement of 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"), pending the fulfilment of certain conditions
precedent.
Shareholders are reminded that the application to the Court to sanction the
scheme will be made on 10 July 2007 at 10:00 or so soon thereafter as counsel
may be heard and that they 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, 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. Salient dates and times
Shareholders` attention is drawn to the salient dates and times below regarding
the scheme but are advised that the dates are subject to change and are
dependent upon the remaining conditions precedent being fulfilled by the dates
currently anticipated.
SALIENT DATES AND TIMES 2007
Court hearing to sanction the scheme expected
to be at 10:00 (or as soon thereafter
as counsel may be heard) on Tuesday, 10 July
Results of the Court hearing and final dates released
on SENS on Tuesday, 10 July
Results of the Court hearing published in
the South African press on or about Wednesday, 11 July
If the scheme is sanctioned:
Order of Court sanctioning the scheme registered by the
Registrar on or about Wednesday, 11 July
Fulfilment or waiver of conditions precedent anticipated
to be released on SENS on Thursday, 12 July
Fulfilment or waiver of conditions precedent anticipated
to be published in the South African press on Friday, 13 July
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, 13 July
Anticipated date for suspension of
Alexander Forbes` listing
on the JSE, NSX and BSE, from commencement
of trade on Monday, 16 July
Anticipated election date for the re-investment election
(election instructions and forms to have been received
by 12:00) on Friday, 20 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, 20 July
Anticipated record date for the scheme (record date to
participate in the scheme), by close of trade on Friday, 20 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, 20 July
Anticipated operative date of the scheme at the commencement
of business on Thursday, 26 July
Anticipated date of listing by the JSE of AF Pref
linked units on Thursday, 26 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 Thursday, 26 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 Thursday, 26 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 Thursday, 26 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 circular 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 Friday, 27 July
Notes:
All references to times in this announcement are to South African local times
unless otherwise stated.
The above dates and times are subject to change.
Any variation of the above dates and times, approved as necessary by the
Securities Regulation Panel, the JSE and/or the High Court of South Africa will
be released on SENS and published in the South African press.
No dematerialisation or rematerialisation of Alexander Forbes shares may take
place after Friday, 13 July 2007.
The share code and ISIN for AF Pref linked units will be advised in due course.
4. Cash consideration
Shareholder are advised that the final cash consideration payable to
shareholders, based on the timetable set above, in terms of the scheme on
Thursday, 26 July will be R17.33 per Alexander Forbes share.
06 July 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: 06/07/2007 14:33:02 Produced by the JSE SENS Department.
