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AFB
AFB
AFB - Alexander Forbes - Results 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 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 OPTION SCHEME
1. Results of the court hearing
Alexander Forbes option holders ("option holders") are advised that the High
Court of South Africa (Witwatersrand Local Division) ("the Court") has today
sanctioned the amended option holder scheme of arrangement ("the option scheme")
proposed by Cleansheet Investments (Proprietary) Limited ("Cleansheet
Investments"), between Alexander Forbes and its option holders in terms of
section 311 of the Companies Act, 61 of 1973, as amended ("the Act").
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;
- 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 are referred to the salient dates and times for the option scheme
as set out in the announcement dated 06 July 2007 and are advised that any
variation to the dates and times as laid 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
Option holders are reminded 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.
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 16:25:01 Produced by the JSE SENS Department.
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