| Fri 13 Jul 2007, 11:31 | | AFB - Alexander Forbes - Fulfilment Of The Conditi |
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AFB
AFB
AFB - Alexander Forbes - Fulfilment Of The Conditions Precedent And Final
Salient Dates And Times 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")
FULFILMENT OF THE CONDITIONS PRECEDENT AND FINAL SALIENT DATES AND TIMES
ANNOUNCEMENT
1. Fulfilment of final conditions precedent
Alexander Forbes shareholders ("shareholders") are referred to the announcement
dated 11 July 2007, in which shareholders were advised that the High Court of
South Africa (Witwatersrand Local Division) ("the Court") had 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").
Shareholders are advised that all of the outstanding conditions precedent to the
scheme have now been fulfilled.
2. Salient dates and times of the scheme
2007
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
Fulfilment or waiver of conditions precedent anticipated
to be published in the South African press on Monday, 16 July
Date for suspension of Alexander Forbes` listing
on the JSE, NSX and BSE, from commencement of trade on Monday, 16 July
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
Record date for the scheme (record date to
participate in the scheme), by close of trade on Friday, 20 July
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
Operative date of the scheme at the commencement
of business on Thursday, 26 July
Date of listing by the JSE of AF Pref
linked units, under the JSE code AFP
and Isin code ZAE000098067 Thursday, 26 July
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.
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.
No dematerialisation or rematerialisation of Alexander Forbes shares may take
place after Friday, 13 July 2007.
3. Cash consideration
Shareholders 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 2007 will be R17.33 per Alexander Forbes share.
13 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: 13/07/2007 11:31:10 Produced by the JSE SENS Department.
