| Tue 3 Dec 2002, 17:34 | | INVESTMENT SOLUTIONS/ ALEXANDER FORBES - SANCTIONI |
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INVESTMENT SOLUTIONS/ ALEXANDER FORBES - SANCTIONING OF THE SCHEME OF
ARRANGEMENT BY THE HIGH COURT
Investment Solutions Holdings Limited
(Incorporated in the Republic of South Africa)
(Registration number 1997/022540/06)
Share code: SLU ISIN code: ZAE 000019279
("Investment Solutions")
Alexander Forbes Limited
(Incorporated in the Republic of South Africa)
(Registration number 1958/001974/06)
Share code: AFB ISIN code: ZAE 000018230
("Alexander Forbes")
SANCTIONING OF THE SCHEME OF ARRANGEMENT BY THE HIGH COURT
1. SANCTIONING OF THE SCHEME
Further to the announcement dated 25 November 2002, Investec Bank Limited is
authorised to announce that the scheme of arrangement ("the scheme") proposed by
Alexander Forbes between Investment Solutions and its shareholders other than
Alexander Forbes Africa Holdings (Proprietary) Limited ("Alexander Forbes
Africa") 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"), was sanctioned by the High Court of South Africa (Transvaal
Provincial Division) on Tuesday, 3 December 2002. Consequently, the Order of
Court has been lodged with the Registrar of Companies for registration which
registration is the only outstanding condition precedent relating to the scheme
which has not yet been fulfilled.
2. TERMINATION OF LISTING ON THE JSE SECURITIES EXCHANGE SOUTH AFRICA ("the
JSE")
The listing of Investment Solutions` shares on the JSE will be suspended from
the commencement of business on Monday, 9 December 2002, and will be terminated
with effect from the commencement of business on Wednesday, 18 December 2002.
The record date to determine the participants in the scheme will be the close of
business on Friday, 13 December 2002 ("the consideration record date"). The
operative date of the scheme will be the commencement of business on Tuesday, 17
December 2002.
3. SCHEME CONSIDERATION AND SURRENDER OF INVESTMENT SOLUTIONS DOCUMENTS OF TITLE
3.1 Scheme consideration
In terms of the scheme, holders of Investment Solutions shares, other
than Alexander Forbes Africa and offerees under the share incentive participant
offer, registered as such on the consideration record date ("scheme
participants"), are entitled to receive, in exchange for each Investment
Solutions ordinary share, which they hold on the consideration record date:
- the cash alternative, comprising a cash consideration of R6,10 ("the
cash alternative"); or
- the share alternative, comprising 0,40667 of an Alexander Forbes share
("the share alternative").
Scheme participants will be able to elect either the cash alternative or the
share alternative or a combination thereof. The total amount payable in terms of
the cash alternative and the share alternative is hereinafter collectively
referred to as "the scheme consideration".
3.2 Receipt of scheme consideration and surrender of Investment Solutions
documents of title for certificated scheme participants
The scheme consideration will be posted on Tuesday, 17 December 2002 to those
scheme participants who hold certificated shares in Investment Solutions
("certificated scheme participants") and who have surrendered their documents of
title by 14:30 on Friday, 13 December 2002, subject to the instructions
contained in the properly completed election, surrender and substitute offer
acceptance form attached to the circular posted to Investment Solutions
shareholders on 7 November 2002 ("the scheme circular"). Accordingly, if they
have not already done so, certificated scheme participants should surrender
their documents of title as soon as possible to the transfer secretaries,
Computershare Investor Services Limited, Ground Floor, 70 Marshall Street,
Johannesburg, 2001 (PO Box 7184, Johannesburg, 2000) in order to be paid the
scheme consideration timeously.
Certificated scheme participants should note that where no election has been
made by 14:30 on Friday, 13 December 2002 in accordance with Part C of the
election, surrender and substitute offer acceptance form attached to the scheme
circular, whether because such certificated scheme participant failed to submit
it by that date or Part C has not been properly completed, the certificated
scheme participant will receive the cash alternative, on surrender of documents
of title.
In respect of those certificated scheme participants who surrender their
documents of title after 14:30 on Friday, 13 December 2002, the scheme
consideration will be posted within five business days of the receipt by the
transfer secretaries of a properly completed surrender form together with all
the relevant documents of title in respect of Investment Solutions shares. The
scheme consideration will not be sent to certificated scheme participants unless
and until a properly completed surrender form, together with all the relevant
documents of title in respect of their Investment Solutions shares, has been
received by the transfer secretaries as set out above.
An election, surrender and substitute offer acceptance form was included in
the scheme circular and a further form of surrender will, together with this
announcement, be posted to Investment Solutions shareholders on Tuesday, 17
December 2002.
3.3 Receipt of scheme consideration for dematerialised scheme participants
Scheme participants who hold dematerialised shares in Investment
Solutions ("dematerialised scheme participants") will have their holdings
withdrawn and the scheme consideration credited to their Central Securities
Depository Participant ("CSDP") or broker account on Tuesday, 17 December 2002,
in terms of the agreement entered into between the dematerialised scheme
participant and his/her CSDP or broker.
Where no election has been made by dematerialised scheme participants in
the manner and time stipulated in the agreement governing the relationship
between the dematerialised scheme participant and his/her CSDP or broker, the
dematerialised scheme participant will receive the cash alternative.
Sandton
4 December 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
Attorneys to the scheme
Knowles Husain Lindsay Inc Attorneys
(Registration number 2000/000004/21)
Date: 03/12/2002 05:28:44 PM Produced by the JSE SENS Department
