| Wed 4 Jan 2012, 8:05 | | AFP - Alexander Forbes - Announcement regarding the transaction between |
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AFP
AFP
AFP - Alexander Forbes - Announcement regarding the transaction between
Alexander Forbes Limited and Marsh Proprietary Limited
Alexander Forbes Preference Share Investments Limited
(Incorporated in the Republic of South Africa)
Share code: AFP
ISIN: ZAE000098067
("AF Pref")
Announcement regarding the transaction between Alexander Forbes Limited and
Marsh Proprietary Limited
1. Introduction
AF Pref linked unitholders ("Linked Unitholders") are referred to the terms
announcement released on the Securities Exchange News Service ("SENS") on
31 August 2011 and published in the press on 1 September 2011 ("the Terms
Announcement") regarding the conclusion of an agreement in terms of which
Alexander Forbes Limited ("Alexander Forbes") would
* merge its Corporate and Commercial broking business, Alexander Forbes
Risk Services Proprietary Limited ("AFRS") with Marsh Proprietary
Limited ("Marsh SA"), with Marsh SA being the surviving company after
implementation of the merger; and
* dispose of its interests in Alexander Forbes iConnect Proprietary
Limited ("iConnect"), Alexander Forbes Compensation Technologies
Administration Proprietary Limited ("AFCT Admin") and the sub-Saharan
insurance broking investments of Alexander Forbes AfriNet Investments
Proprietary Limited ("AfriNet Risk Services") in Botswana and Namibia
to companies within the Marsh Inc. ("Marsh") group of companies
("Marsh Group"),
("the Proposed Transaction").
Salient terms and conditions of the Proposed Transaction were set out in
the Terms Announcement.
Linked Unitholders were informed that the Proposed Transaction would be
implemented in phases and that the first phase would pertain to the Marsh
Group acquiring Alexander Forbes` interests in South Africa, Namibia and
Botswana (comprising AFRS, iConnect, AFCT Admin and AfriNet Risk Services
(collectively "AF Risk Services Africa")) (the "First Closing").
Linked Unitholders are now informed that all conditions precedent
pertaining to the First Closing were fulfilled today, with effect from 1
January 2012.
2. Update on the Subsequent Closing
As outlined in the Terms Announcement, MMC UK Group Limited ("MMC UK") may,
subject to inter alia the conditions precedent set out in the Terms
Announcement, satisfactory completion of due diligence by Marsh and the
obtaining of the requisite shareholder and regulatory approvals, purchase
from the relevant company within Alexander Forbes the share capital and
loan account (if any) of certain local operations of AfriNet Risk Services
across sub-Saharan Africa (the "Subsequent Closing").
MMC UK have now advised that the Marsh Group companies will acquire
interests in Alexander Forbes` Risk Services operations in Malawi,
Mozambique, Nigeria, Uganda and Zambia (the "Subsequent Sales").
Each of the Subsequent Sales individually is subject, inter alia, to the
fulfilment or waiver (where applicable) of the following material
Conditions Precedent insofar as is relevant to that Subsequent Sale:
2.1 the implementation and completion of the First Closing;
2.2. all applicable regulatory and statutory approvals having been granted;
and
2.3. other conditions typical in a transaction of this nature.
Linked Unitholders will be informed by way of an announcement on SENS
should any of the Subsequent Sales not take place.
3. Proposed Transaction consideration
The consideration payable by the various subsidiaries of Marsh to Alexander
Forbes in respect of the Proposed Transaction is R780.6 million (the
"Initial Consideration").
The Proposed Transaction consideration (the "Consideration") may, subject
to certain conditions and the achievement of specified revenue, operational
and strategic performance targets, increase by up to R300.6 million payable
in tranches up to 24 months from the First Closing (the "Deferred
Consideration").
Therefore, the maximum Consideration is R1,081.2 million.
Other salient terms of the Proposed Transaction remain as set out in the
Terms Announcement.
3 January 2012
Sandton
Financial Adviser to Alexander Forbes and AF Pref and
Transaction Sponsor to AF Pref
DEUTSCHE SECURITIES (SA) (PROPRIETARY) LIMITED
Legal Adviser to Alexander Forbes
Edward Nathan Sonnenbergs Inc
Sponsor
RAND MERCHANT BANK (A division of FirstRand Bank Limited)
Adviser to Marsh
Merrill Lynch SA (PTY) Limited (a subsidiary of Bank of America Corporation)
Legal Adviser to Marsh
Bowman Gilfillan
Date: 04/01/2012 08:05:21 Produced by the JSE SENS Department.
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