| Thu 7 Nov 2002, 17:17 | | Investment Solutions/Alexander Forbes - Salient Da |
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Investment Solutions/Alexander Forbes - Salient Dates Relating To The Proposed
Schemeof Arrangement ("The Scheme")
Investment Solutions Holdings Limited
(Incorporated in the Republic of South Africa)
(Registration number 1997/022540/06)
JSE Sharecode: SLU ISIN: ZAE000019279
("Investment Solutions")
Alexander Forbes Limited
(Incorporated in the Republic of South Africa)
(Registration number 1958/001974/06)
JSE Sharecode: AFB ISIN: ZAE000018230
("Alexander Forbes")
SALIENT DATES RELATING TO THE PROPOSED SCHEME OF ARRANGEMENT ("THE SCHEME")
1. INTRODUCTION
Further to the announcement dated 18 September 2002, Investec Bank Limited is
authorised to announce that the High Court of South Africa (Transvaal Provincial
Division) ("Court") has granted leave to convene the meeting to be held to vote
on the scheme ("the scheme meeting"). The scheme will be proposed by Alexander
Forbes between Investment Solutions and its shareholders, other than Alexander
Forbes Africa Holdings (Proprietary) Limited and offerees under the offer to
participants in the share purchase and option schemes governed by the Investment
Solutions Share Trust and the Investment Solutions Holdings Share Option Offer
Scheme ("the share incentive participant offer"), recorded in the register on
the record date ("the consideration record date") to receive the consideration
due in terms of the scheme ("the scheme participants"), in terms of section 311
of the Companies Act, 1973 (Act 61 of 1973), as amended. If the scheme is
implemented, Investment Solutions` listing on the JSE Securities Exchange South
Africa ("the JSE") will be terminated.
In terms of the scheme, scheme participants will receive, in exchange for
each ordinary share in Investment Solutions which they hold on the consideration
record date ("the scheme shares"), the cash alternative ("the cash
alternative"), comprising a cash consideration of R6,10 or, at their election,
the share alternative ("the share alternative"), comprising 0.40667 of an
ordinary share in Alexander Forbes or a combination of the cash alternative and
the share alternative ("the scheme consideration"). If no election is made, the
scheme participant will receive only the cash alternative, subject to the
surrender by such scheme participant of the relevant documents of title, where
applicable.
Provided Alexander Forbes shareholders have given the requisite approval,
should the scheme not become operative, Alexander Forbes will make a substitute
offer ("the substitute offer") to Investment Solutions shareholders, other than
Alexander Forbes Africa Holdings (Proprietary) Limited and offerees under the
share incentive participant offer, for the same consideration as the scheme
consideration.
2. SALIENT DATES AND TIMES PERTAINING TO THE SCHEME
2002
Last day to trade Investment Solutions shares on the JSE
in order to be able to vote at the scheme meeting Thursday, 14 November
Last day to lodge forms of proxy for the Alexander Forbes
general meeting (by 09:00) Wednesday, 20 November
Last day to lodge forms of proxy for the Investment
Solutions general meeting (by 08:30) Thursday, 21 November
Record date for voting at the scheme meeting at the
close of business (17:00) Thursday, 21 November
Alexander Forbes general meeting held at 09:00 Friday, 22 November
Last day to lodge forms of proxy for the scheme
meeting (by 09:00) (see note 1 below) Friday, 22 November
Investment Solutions general meeting held at 08:30 Monday, 25 November
Scheme meeting held at 09:00 (or so soon thereafter
as the Investment Solutions general meeting convened
to be held at 08:30 on Monday, 25 November 2002 is
concluded, if later) Monday, 25 November
Court hearing to sanction the scheme at 10:00 or so
soon thereafter as Counsel may be heard Tuesday, 3 December
Publish results of Court hearing and final dates Wednesday, 4 December
Order of Court sanctioning the scheme registered by
the Registrar of Companies Thursday, 5 December
Last day to trade scheme shares in order to receive
the scheme consideration Friday, 6 December
Suspension of Investment Solutions` listing on the
JSE at the commencement of business (09:00) Monday, 9 December
Record date to receive the scheme consideration at
the close of business (17:00) Friday, 13 December
Last date and time for election, surrender and
substitute offer acceptance forms to be received
by the transfer secretaries (14:30) (See notes 4
and 5 below) Friday, 13 December
Operative date of the scheme at the commencement of
business (09:00) Tuesday, 17 December
Scheme consideration credited/updated to the safe
custody accounts of the Central Securities
Depository Participant ("CSDP") or broker,
as the case may be, of dematerialised
scheme participants Tuesday, 17 December
Termination of Investment Solutions` listing on
the JSE at the commencement of business (09:00) Wednesday, 18 December
Scheme consideration posted to certificated scheme
participants (if documents of title are received
on or prior to 14:30 on Friday, 13 December 2002)
or, failing that, within five business days of
receipt thereof by the transfer secretaries Wednesday, 18 December
If the substitute offer becomes effective (See note 6 below)
Notes:
1. If a form of proxy in respect of the scheme meeting is not received by the
time and date shown above, it may be handed to the chairman of the scheme
meeting by not later than 10 minutes before the scheme meeting is due to
commence.
2. All times indicated above are South African times.
3. Any change to the above dates and times will be agreed upon by Alexander
Forbes and/or Investment Solutions and advised by notification on Securities
Exchange News Service ("SENS") and in the press.
4. If a properly completed election, surrender and substitute offer acceptance
form is not received by the transfer secretaries by 14:30 on Friday, 13 December
2002, and the scheme becomes operative, scheme participants will receive the
cash alternative upon surrender of their documents of title, where required.
Should the substitute offer become operative, a further election, surrender and
substitute offer acceptance form will be distributed on the opening date of the
substitute offer to those scheme participants who have not yet made an election
in respect of the substitute offer or have indicated their non-acceptance of the
substitute offer.
5. Dematerialised scheme participants are required to notify their duly
appointed CSDP or broker of their election in respect of the scheme
consideration and their acceptance of the substitute offer in the manner and
time stipulated in the agreement governing the relationship between such scheme
participant and his/her CSDP or broker.
6. Provided Alexander Forbes shareholders have given the requisite approval for
the substitute offer, if the scheme does not become operative, the substitute
offer will become operative and the dates and times applicable to the substitute
offer will be published on SENS and in the press
7. No dematerialisation or rematerialisation of Investment Solutions shares will
take place after Friday, 6 December 2002 if the Court sanctions the scheme.
3. SCHEME DOCUMENTATION
The documentation relating to the scheme was posted to those Investment
Solutions shareholders recorded in the register of Investment Solutions
shareholders at the close of business on Friday, 1 November 2002. Investment
Solutions shareholders are also referred to the Notice of Scheme Meeting to be
published in the press simultaneously with this announcement.
Sandton
8 November 2002
Merchant bank
Investec Corporate Finance
Investec Bank Limited
(Registration number 1969/004763/06)
Corporate law advisors and consultants
Edward Nathan & Friedland (Pty) Ltd
Corporate Law advisers & Consultants
(Registration number 1999/026464/07)
Sponsor
Investec Securities Limited
Member of the JSE
(Registration number. 1972/008905/06
Independent advisor
KPMG
Registered Chartered Accountants (SA)
(Registration number 1999/021543/21)
Attorneys to the scheme
Knowles Husain Inc Attorneys
(Registration number 2000/000004/21)
Reporting accountants and auditors
PricewaterhouseCoopers Inc.
Chartered Accountants (SA)
Registered Accountants & Auditors
(Registration no. 1998/012055/21)
Date: 07/11/2002 05:13:05 PM Produced by the JSE SENS Department
