| Fri 6 Jul 2007, 14:41 | | 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 Option 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 OPTION SCHEME CONSIDERATION ANNOUNCEMENT
1. Date of the court hearing
Alexander Forbes option holders ("option holders") 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 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"), pending the fulfilment of
certain conditions precedent.
Option holders are reminded that the application to the Court to sanction the
option 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 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, 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. Salient dates and times
Option holders` attention is drawn to the salient dates and times below
regarding the option 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 option 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 option scheme is sanctioned:
Order of Court sanctioning the option 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 date for suspension of Alexander Forbes` listing
on the JSE, NSX and BSE, from commencement of trade on Monday, 16 July
Anticipated record date for the option scheme (record date to
participate in the option scheme), by close of trade on Friday, 20 July
Anticipated operative date of the option scheme at
the commencement of business on Thursday, 26 July
Anticipated date from which the cash consideration will
be made available or posted to option scheme participants
(subject to payment details forms having been received(if
the South African Reserve Bank rules that the Exchange
Control Provisions set forth in Annexure 6 of the option
scheme circular posted on 30 May 2007 apply to emigrant
and non-resident option scheme participants) on or prior
to the record date for the option scheme or, failing that,
within five business days of receipt thereof by the
company secretary) on Thursday, 26 July
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.
4. Option scheme consideration
Option holders are advised that the final cash consideration, before taking into
account the exercise price of options, payable to option holders, based on the
timetable set out above, in terms of the option scheme, on Thursday, 26 July
will be R17.33 per Alexander Forbes share over which an option is held.
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 14:41:11 Produced by the JSE SENS Department.
