| Mon 8 Aug 2022, 8:00 | | ALEXANDER FORBES GROUP HOLDINGS LIMITED - Joint announcement regarding the results of the partial offer including the scaling back of tenders of excess shares |
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Joint announcement regarding the results of the partial offer including the scaling back of tenders of excess shares
Alexander Forbes Group Holdings Limited New Veld, LLC
(Registration number: 2006/025226/06) (Incorporated in the State of Delaware)
(Incorporated in the Republic of South Africa) (the Investor)
Share code: AFH
ISIN: ZAE000191516
(Alexforbes or the Company)
JOINT ANNOUNCEMENT REGARDING THE RESULTS OF THE PARTIAL OFFER INCLUDING THE
SCALING BACK OF TENDERS OF EXCESS SHARES
1. INTRODUCTION
Shareholders are referred to the announcements released by Alexforbes on the Stock Exchange News
Service (SENS) on:
• 18 March 2022 (Announcement regarding the intended acquisition of a strategic minority
shareholding in Alexander Forbes)
• 7 July 2022 (Joint announcement – sale agreement unconditional and update on the proposed partial
offer)
• 15 July 2022 (Disclosure of significant holding of Alexforbes ordinary shares and resignation of
director) and
• 18 July 2022 (Joint declaration and finalisation announcement regarding the partial offer and
distribution of the offer circular) whereby the Investor extended a partial offer to all shareholders of
the Company eligible to accept the offer to enable it to acquire (together with the 200 800 000 shares
in the Company (Shares) (constituting approximately 14.83% of the issued share capital of the
Company) acquired from Mercer Africa Limited under the Mercer Sale Agreement) up to 33% of the
issued share capital of the Company (and less than 35% of the voting rights) (Partial Offer).
Full terms and conditions of the Partial Offer were contained in the circular (Offering Circular) distributed
to Alexforbes Shareholders on 18 July 2022. Unless otherwise defined all capitalised terms used in this
announcement shall bear the same meaning as set out in the Offering Circular.
The Partial Offer was made for, in aggregate, 246 047 717 Shares, constituting approximately 18.2% of
the issued Shares as at 8 July 2022 (the Partial Offer Cap).
2. RESULTS OF THE PARTIAL OFFER
The Partial Offer closed at 12:00 on Friday, 5 August 2022 and attracted acceptances in respect of
125,084,399 Shares by way of the Basic Entitlement, and Excess Tenders in respect of 129,946,189
Shares.
3. SCALE BACK OF EXCESS TENDERS
As the Partial Offer was in respect of a fixed number of Shares, (246 047 717 Shares) and after taking
account of 125,084,399 acceptances by way of the Basic Entitlements, 120,963,318 Shares are available
to satisfy the 129,946,189 Excess Tenders received. As the Excess Tenders received exceed the number
of Shares available to satisfy Excess Tenders, it has become necessary to scale back the Excess
Tenders received on the basis provided for in the Circular such that 93.08724%% of each Excess Tender
will be accepted.
4. SETTLEMENT OF BASIC ENTITLEMENTS
Payment of the consideration due, calculated at the Partial Offer Price of R5.05 per Share, to Eligible
Shareholders holding Certificated Shares who have elected to accept the Partial Offer and who have
lodged a valid Form of Election and Surrender, accompanied by valid Documents of Title, will be made by
electronic funds transfer on Monday, 8 August 2022, in respect of their Basic Entitlement.
Dematerialised Shareholders who have accepted the Partial Offer will have their accounts held at their
CSDP or Broker credited with the consideration due, calculated at the Partial Offer Price, on Monday, 8
August 2022, in respect of their Basic Entitlement.
Fractions arising in the calculation of any Basic Entitlement will be rounded down.
5. SETTLEMENT OF EXCESS TENDERS
Payment of the consideration due in respect of Excess Tenders, after application of the scale back
percentage referred to in paragraph 3 above, calculated at the Partial Offer Price, will be paid to Eligible
Shareholders holding Certificated Shares who have elected to accept the Partial Offer and who have
tendered an Excess Tender and lodged a valid Form of Election and Surrender accompanied by valid
Documents of Title, will be made by electronic funds transfer on Wednesday, 10 August 2022 in respect
of their successful Excess Tender.
Dematerialised Shareholders who have elected to accept the Partial Offer and who have tendered an
Excess Tender will have their accounts held at their CSDP or Broker credited with the consideration due,
calculated at the Partial Offer Price, on Wednesday, 10 August 2022 in respect of their successful Excess
Tenders.
Fractions arising in the calculation of the Excess Tenders accepted will be rounded down.
6. RESULTANT HOLDING OF ALEXFORBES SHARES BY THE INVESTOR
The Investor’s shareholding in Alexforbes, following the implementation of the Mercer Sale Agreement,
amounted to approximately 14.83% of the issued Shares and together with the acquisition of 246,047,621
Alexforbes Shares in terms of the Partial Offer will result in the Investor holding approximately 33.00% of
the issued Shares in aggregate.
7. FURTHER ANNOUNCEMENT
A further announcement, in addition to those made 26 July and 1 August 2022 regarding their elections to
participate in the Partial Offer, will be made in due course regarding the exact number of Shares sold by
Alexforbes directors and prescribed officers in connection with the Partial Offer.
Carina Wessels
Executive: Governance, Legal, Compliance and Sustainability (Company Secretary)
8 August 2022
Sandton
Sponsor to Alexforbes
RAND MERCHANT BANK (A division of FirstRand Bank Limited)
Advisor to Alexforbes
The Standard Bank of South Africa acting through its Corporate and Investment Banking Division
Legal advisor to Alexforbes
BOWMANS
Advisor to the Investor
Deutsche Bank
Legal Advisors to the Investor
CDH, Debevoise & Plimpton, ENSafrica
Disclaimers
IMPORTANT NOTICE: NEITHER THIS ANNOUNCEMENT NOR THE INFORMATION CONTAINED HEREIN IS FOR
PUBLICATION, DISTRIBUTION OR RELEASE, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO OR FROM
THE UNITED STATES, ITS TERRITORIES AND POSSESSIONS (INCLUDING PUERTO RICO, THE U.S. VIRGIN ISLANDS,
GUAM, AMERICAN SAMOA, WAKE ISLAND AND THE NORTHERN MARIANA ISLANDS), ANY STATE OF THE UNITED
STATES OR THE DISTRICT OF COLUMBIA, CANADA, AUSTRALIA, JAPAN OR TO ANY PERSON IN ANY OF THOSE
JURISDICTIONS OR ANY OTHER JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE LAWS OF
SUCH JURISDICTION.
This announcement is not intended to, and does not constitute, or form part of, an offer to sell or an invitation to purchase or
subscribe for any securities or a solicitation of any vote or approval in the United States or in any other jurisdiction in which, or to
any person to or from whom, it is unlawful to make such offer or invitation or for there to be such participation under applicable laws.
Shareholders are advised to read carefully the formal documentation in relation to the Partial Offer. The Partial Offer was made
solely through the Offering Circular, which contained the full terms and conditions of the Partial Offer. Any decision regarding the
Partial Offer or other response should have been made only on the basis of the information in the Offering Circular.
The release, publication or distribution of this announcement in jurisdictions other than South Africa may be restricted by law and
therefore any persons who are subject to the laws of any jurisdiction other than South Africa should inform themselves about, and
observe, any applicable requirements. This announcement has been prepared for the purposes of complying with South African law
and practice and the information disclosed may not be the same as that which would have been disclosed if this announcement had
been prepared in accordance with the laws and regulations of any jurisdiction outside of South Africa. The Partial Offer was subject
to disclosure requirements and practices applicable in South Africa which differ from disclosure requirements in respect of tender
offers in other jurisdictions.
To the extent that any of the statements in this announcement are forward looking in nature, no assurances can be given that any
expectations in such statements will prove to be correct.
Date: 08-08-2022 08:00:00
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