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AFB
AFB
AFB - Alexander Forbes - Results 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 Limited ("Alexander Forbes") or ("the Company")
JSE Limited ("JSE")
Namibian Stock Exchange ("NSX")
Botswana Stock Exchange ("BSE")
RESULTS OF THE COURT HEARING TO SANCTION THE AMENDED SCHEME
1. Results of the court hearing
Alexander Forbes shareholders ("shareholders") are advised that the High Court
of South Africa (Witwatersrand Local Division) ("the Court") has today
sanctioned the amended scheme of arrangement ("the scheme") proposed by
Cleansheet Investments (Proprietary) Limited ("Cleansheet Investments"),
between Alexander Forbes and certain of its shareholders in terms of section
311 of the Companies Act, 61 of 1973, as amended ("the Act").
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;
- all other legally necessary regulatory approvals and consents to the
implementation of the scheme are obtained, including those in
jurisdictions outside South Africa;
- 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 are referred to the salient dates and times for the scheme as set
out in the announcement dated 06 July 2007 and are advised that any variation
to the dates and times as set out in that announcement, approved as necessary
by the Securities Regulation Panel and the JSE, will be released on SENS and
published in the South African press.
4. Cash consideration
Shareholder are reminded that the final cash consideration payable to
shareholders, based on the timetable referred to above, in terms of the scheme
on Thursday, 26 July will be R17.33 per Alexander Forbes share.
5. Further Announcements
A further announcement regarding the fulfilment or waiver of remaining
conditions precedent will be released in due course.
11 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: 11/07/2007 16:23:54 Produced by the JSE SENS Department.
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