| Fri 2 Feb 2007, 16:01 | | AFB - Alexander Forbes - Notice of option scheme m |
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AFB
AFB
AFB - Alexander Forbes - Notice of option scheme meeting
Alexander Forbes Limited
(Incorporated in the Republic of South Africa)
(Registration number 1958/001974/06)
Share code: AFB
ISIN: ZAE000018230
In the High Court of South Africa (Witwatersrand CASE NO. 1485/2007
Local Division)
High Court Building, Von Brandis Square, Johannesburg
Wednesday, 31 January 2007
Before the Honourable Mr Justice Gildenhuys
In the ex parte application of:
Alexander Forbes Limited APPLICANT
(Incorporated in the Republic of South Africa)
(Registration number 1958/001974/06)
Share code: AFB
ISIN: ZAE000018230
Notice is hereby given that, in terms of an Order of Court dated Wednesday, 31
January 2007, the High Court of South Africa Witwatersrand Local Division ("the
Court") has ordered that a meeting ("the option scheme meeting") of the
registered holders of options over shares in the Applicant ("option holders")
reflected in the Applicant`s option register at the close of business on Friday,
23 February 2007 ("the option scheme members") be convened under the
chairmanship of Johan Anton Roodt, or, failing him Gerhardus Jacobus Rudolph,
for the purpose of considering and, if deemed fit, agreeing, with or without
modification, to the scheme of arrangement ("the option scheme") proposed by
Cleansheet Investments (Proprietary) Limited ("Cleansheet Investments") between
the Applicant, the trustees for the time being of the 2004 Alexander Forbes
Group Employee Share Trust (Master`s reference No IT 7859/04) and the option
scheme members, provided that the option scheme meeting shall not be entitled to
agree to any modification of the option scheme which has the effect of
diminishing the rights to accrue in terms thereof to option scheme members.
The option scheme meeting will be held at 10:30 on Wednesday, 28 February 2007
(or so soon thereafter as the scheme meeting of Alexander Forbes shareholders
convened to be held at 10:00 on Wednesday, 28 February 2007 is concluded, if
later), at Birchwood Auditorium, Ground Floor, Alexander Forbes Place, 61
Katherine Street, Sandton, South Africa, or any other adjourned time or date
determined by the chairperson of the option scheme meeting.
The implementation of the option scheme is subject to the fulfilment of the
conditions precedent stated therein including, but not limited to, the sanction
of the above Honourable Court.
The basic characteristic of the option scheme is that, upon its implementation,
Cleansheet Investments will make payment to the option scheme participants of a
cash consideration equal to R16,25 per share in Alexander Forbes over which the
option scheme participants hold options, plus interest which will accrue at the
rate of 6% per annum (nominal annual compounded annually in arrear) on such
amount from 1 April 2007 until (but excluding) the operative date (such interest
payable with the cash consideration), less the option exercise price.
Thereafter, no person shall hold any option to acquire Alexander Forbes shares,
all options shall be cancelled and the obligation of Alexander Forbes to issue
shares under the options shall be extinguished.
A copy of the option scheme, the explanatory statement in terms of section
312(1) of the Companies Act, No. 61 of 1973, as amended ("the Companies Act"),
explaining the option scheme, this notice, the form of proxy to be used at the
option scheme meeting and any adjournment thereof and the Order of Court
convening the option scheme meeting are included in the documents which have
been sent to option scheme members, and copies may, on request by any option
scheme member, be inspected at, or obtained free of charge during normal
business hours up to and including 10:00 on Tuesday, 20 March 2007, from the
registered office of the Applicant, as set out above or from the chairman of the
option scheme meeting, c/o the Applicant`s attorneys (whose address is at the
foot of this notice).
Each option scheme member may attend, speak and vote in person at the option
scheme meeting, or may appoint one or more proxies (who need not be option
holders) to attend, speak and vote at the option scheme meeting in the place of
such option scheme member. A form of proxy (purple) for this purpose, for
completion by option scheme members, is included in the document which has been
posted to all option holders at their addresses as recorded in the Applicant`s
register of option holders at the close of business not more than 4 (four)
business days before the date of such posting. If more than 1 (one) proxy is
appointed on a single form of proxy, then only 1 (one) of those proxies (in
order of appointment) will be entitled to exercise that proxy.
Properly completed forms of proxy must be lodged with or posted to the company
secretary at 6th Floor, Alexander Forbes Place, 61 Katherine Street, Sandown,
Sandton, 2196, South Africa (PO Box 787240, Sandton, 2146, South Africa), to be
received by not later than 10:30 on Monday, 26 February 2007, or handed to the
chairperson of the option scheme meeting not later than 10 minutes before the
time for which the option scheme meeting is convened. Notwithstanding the
foregoing, the chairperson of the option scheme meeting may approve in his
discretion the use of any other form of proxy.
In terms of section 311(2)(b) of the Companies Act, the option scheme requires
the approval at the option scheme meeting or adjourned meeting of a majority
representing not less than three-fourths (75%) of the votes exercisable by
option scheme members present and voting either in person or by proxy at the
option scheme meeting or adjourned meeting.
The Order of Court requires the chairperson to report on the option scheme
meeting to the Court at 10:00 (or as soon thereafter as counsel may be heard),
on Tuesday, 20 March 2007. During normal business hours for at least 1 (one)
week prior to that date, a free copy of the chairperson`s report to the Court
will be available to any option scheme member at the registered office of the
Applicant at Alexander Forbes Place, 61 Katherine Street, Sandton, South Africa,
and at the chairperson`s office, c/o the Applicant`s attorneys, whose address is
given at the foot of this notice.
Copies of this notice, the form of proxy to be used at the option scheme
meeting, the option scheme, the explanatory statement in terms of section 312 of
the Companies Act explaining the option scheme and the Order of Court convening
the option scheme meeting may be obtained on request, free of charge, from the
Applicant at the time and places mentioned below and have been posted to all
option holders at their addresses as recorded in the Applicant`s register of
option holders at the close of business not more than 4 (four) business days
before the date of such posting and may be inspected, during normal business
hours, up to and including, Tuesday, 20 March 2007, at the registered office of
the Applicant at Alexander Forbes Place, 61 Katherine Street, Sandton, South
Africa, and at the offices of the chairperson, c/o the Applicant`s attorneys,
whose address is given at the foot of this notice.
Johan Anton Roodt
Chairperson of the option scheme meeting
Applicant`s Attorneys
Edward Nathan Sonnenbergs Inc.
150 West Street, Sandown
Sandton
2196
Tel: (011) 2697600
Fax: (011) 2697899
DX: 152, Sandton
Refer: Mr. F du Preez
Date: 02/02/2007 16:01:01 Produced by the JSE SENS Department.
