| Fri 2 Feb 2007, 16:02 | | AFB - Alexander Forbes Limited - Salient dates and |
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AFB
AFB
AFB - Alexander Forbes Limited - 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")
SALIENT DATES AND TIMES ANNOUNCEMENT
Introduction
Shareholders of Alexander Forbes ("shareholders") are referred to the
announcement published on SENS on 18 December 2006 in which shareholders
were advised that a consortium of private equity investors led by Actis
Africa Fund 2 LP, acting through Cleansheet Investments (Proprietary)
Limited, had submitted an offer to the board of directors of Alexander
Forbes to acquire the entire issued share capital of Alexander Forbes by
way of a scheme of arrangement ("scheme") in terms of section 311 of the
Companies Act (No 61 of 1973, as amended), for a cash consideration of
R16.25 per share in Alexander Forbes, adjusted for interest at a rate of 6%
per annum from 1 April 2007 until the operative date of the scheme. The
cash consideration payable per Alexander Forbes share will be reduced by an
amount equal to any distribution per Alexander Forbes share made by
Alexander Forbes to its shareholders between 16 December 2006 and the
operative date of the scheme.
Scheme Meeting
Shareholders are advised that the High Court of South Africa has granted
Alexander Forbes leave to convene a scheme meeting ("the scheme meeting"),
to be held at 10h00 on Wednesday, 28 February 2007 at the registered office
of Alexander Forbes, Birchwood Auditorium, Ground Floor, Alexander Forbes
Place, 61 Katherine Street, Sandton, 2196, South Africa.
Important dates and times
This announcement sets out below the expected salient dates and times in
relation to the scheme.
2007
Scheme circular posted to shareholders Monday, 5 February
Last day to trade in Alexander Forbes Friday, 16 February
shares on the JSE, NSX and BSE in order to
be recorded on the register to vote at the
scheme meeting, by close of trade on the
JSE, NSX and BSE on
Record date for voting to determine those Friday, 23 February
Alexander Forbes shareholders entitled to
vote at the scheme meeting, by close of
business on
Last day to lodge form of proxy for the Monday, 26 February
scheme meeting, by 10h00 on
(Forms of proxy may also be handed to the
chairperson of the scheme meeting up to 10
minutes before the scheme meeting
commences)
Alexander Forbes scheme meeting held at Wednesday, 28 February
10h00 on
Results of the scheme meeting released on Wednesday, 28 February
SENS on
Results of the scheme meeting published in Thursday, 1 March
the South African press on
Court hearing to sanction the scheme Tuesday, 20 March
expected to be at 10h00 (or as soon
thereafter as counsel may be heard) on
Results of the Court hearing and final Tuesday, 20 March
dates published on SENS
Results of the Court hearing and final Thursday, 22 March
dates published in the South African press
If the scheme is sanctioned:
Order of Court sanctioning the scheme Thursday, 22 March
registered by the Registrar on or about
Fulfilment of conditions precedent
anticipated to be released on SENS on Tuesday, 24 April
Fulfilment of conditions precedent
anticipated to be published in the South Wednesday, 25 April
African press on
Anticipated last day to trade in shares of Friday, 11 May
Alexander Forbes in order to be recorded on
the register on the record date for the
scheme on
Anticipated date for suspension of Monday, 14 May
Alexander Forbes` listing on the JSE, NSX
and BSE, from commencement of trade on the
JSE on
Anticipated record date to participate in Friday, 18 May
the scheme, by close of trade on the JSE on
Anticipated operative date of the scheme at Monday, 21 May
the commencement of business on
Anticipated 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 12h00 on the record
date for the scheme or, failing that,
within five business days of receipt
thereof by the transfer secretaries) on Monday, 21 May
Anticipated date from which the cash Monday, 21 May
consideration will be credited/updated to
the accounts of the relevant CSDPs or "own
name" registered dematerialised scheme
participants, as the case may be, of
dematerialised scheme participants on
STRATE
Anticipated date for termination of Tuesday, 22 May
Alexander Forbes` listing on the JSE, NSX
and BSE from commencement of trade on the
JSE on
Notes:
The above dates and times are subject to change. All times are South
African times. Any variation of the above dates and times, as may be
approved by the Securities Regulation Panel, the JSE and/or the High Court
of South Africa will be released on SENS and published in the South African
press.
Shareholders should note that, as trade in Alexander Forbes` shares on the
JSE is settled through STRATE, settlement for trade takes place 5 (five)
business days after such trade. Therefore, shareholders who acquire
Alexander Forbes shares on the JSE after Friday, 16 February 2007 will not
be eligible to vote at the scheme meeting.
Dematerialised scheme members, other than own-name dematerialised scheme
members, must provide their CSDP or broker with their instructions for
voting at the scheme meeting by the cut-off time and date advised by the
CSDP or broker for instructions of this nature. No dematerialisation or
rematerialisation of Alexander Forbes shares may take place after Friday,
11 May 2007.
2 February 2007
Financial adviser and transaction 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
Date: 02/02/2007 16:02:01 Produced by the JSE SENS Department.
