| Fri 2 Feb 2007, 16:00 | | AFB - Alexander Forbes Limited - Notice of scheme |
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AFB
AFB
AFB - Alexander Forbes Limited - Notice of scheme meeting
Alexander Forbes Limited
(Incorporated in the Republic of South Africa)
(Registration number 1958/001974/06)
Share code: AFB
ISIN: ZAE000018230
Notice of the scheme meeting
In the High Court of South Africa (Witwatersrand Local Division)
CASE NO. 1487/2007
High Court Building, Von Brandis Square, Johannesburg
Wednesday, 31 January 2007
Before the Honourable Mr Justice Gildenhuys
In the ex parte application of:
APPLICANT
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 scheme meeting") of
the registered shareholders of the Applicant reflected in the Applicant`s
share register (other than Alexander Forbes Investments (Proprietary)
Limited and the Alexander Forbes share incentive schemes (namely, FFSGH
(1990) Employee Investments Limited, FFSGH Employee Investments Limited,
the Forbes Share Trust, the Forbes Staff Share Trust and the Investment
Solutions Share Trust) to the extent that, on the record date for voting
(as defined in the scheme of arrangement contained in Annexure D to the
founding affidavit in this matter), the latter hold shares in the Applicant
which have not been allocated for the benefit of their respective
participants of beneficiaries), at the close of business on Friday, 23
February 2007 ("the 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 scheme") proposed by
Cleansheet Investments (Proprietary) Limited ("Cleansheet Investments")
between the Applicant and the scheme members, provided that the scheme
meeting shall not be entitled to agree to any modification of the scheme
which has the effect of diminishing the rights to accrue in terms thereof
to scheme members.
The scheme meeting will be held at 10:00 on Wednesday, 28 February 2007, 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 scheme meeting.
The implementation of the 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 scheme of arrangement is that, upon its
implementation, Cleansheet Investments will acquire all the issued shares
of the Applicant (other than those shares held by Alexander Forbes
Investments (Proprietary) Limited and those shares held by the Alexander
Forbes share incentive schemes which are not then allocated for the benefit
of participants or beneficiaries of those Alexander Forbes share incentive
schemes), for a cash consideration equal to R16,25 per share in the
Applicant. The Applicant will thereafter effectively become a wholly-owned
subsidiary of Cleansheet Investments and its shares will be delisted from
the JSE, Namibian Stock Exchange and Botswana Stock Exchange. The amount
payable will accrue interest at the rate of 6% per annum (nominal annual
compounded annually in arrear) from 1 April 2007 until (but excluding) the
operative date of the scheme of arrangement ("the cash consideration"), and
such interest shall be payable with the cash consideration. The cash
consideration payable per Alexander Forbes share will be reduced in respect
of any distribution per Alexander Forbes share made by Alexander Forbes to
its shareholders between 16 December 2006 and the operative date of the
scheme.
A copy of the 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 scheme, this notice, the form of proxy to be used at the
scheme meeting and any adjournment thereof and the Order of Court convening
the scheme meeting are included in the documents which have been sent to
scheme members, and copies may, on request by any scheme member, be
inspected at, or obtained free of charge during normal business hours up to
and including Tuesday, 20 March 2007, from the registered office of the
Applicant, as set out above or from the chairman of the scheme meeting, c/o
the Applicant`s attorneys (whose address is at the foot of this notice).
Each scheme member who holds certificated ordinary share certificates in
the Applicant ("certificated scheme member") or who holds dematerialised
ordinary shares in the Applicant through a Central Securities Depository
Participant ("CSDP") or broker and has selected own name registration
("dematerialised own name scheme member"), may attend, speak and vote in
person at the scheme meeting, or may appoint one or more proxies (who need
not be members of the Applicant) to attend, speak and note at the scheme
meeting in the place of such certificated scheme member or dematerialised
own name scheme member. A form of proxy (pink) for this purpose, for
completion by certificated scheme members and dematerialised own name
scheme members only, is included in the document which has been posted to
all holders of ordinary shares in the Applicant at their addresses as
recorded in the register of members of the Applicant at the close of
business not more than 4 (four) business days before the date of such
posting and in respect of beneficial holders of dematerialised shares
reflected as such in the records of the CSDP, at the addresses as notified
by STRATE to the Applicant`s transfer secretaries 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. In the case of joint certificated scheme members and
joint dematerialised own name scheme members, the vote of the senior
certificated scheme member or senior dematerialised own name scheme member
(seniority will be determined by the order in which the names of the joint
certificated scheme members or joint dematerialised own name scheme members
stand in the Applicant`s register of members) who tenders a vote (whether
in person or by proxy) will be accepted to the exclusion of the vote of the
other joint certificated scheme member(s) or joint dematerialised "own
name" scheme member(s).
Properly completed forms of proxy must be lodged with or posted to
Computershare Investor Services 2004 (Proprietary) Limited, 70 Marshall
Street, Johannesburg, 2001, South Africa (P.O. Box 61051, Marshalltown
2107, South Africa) to be received by not later than 10:00 on Monday, 26
February 2007, or handed to the chairperson of the scheme meeting not later
than 10 minutes before the time for which the scheme meeting is convened.
Notwithstanding the foregoing, the chairperson of the scheme meeting may
approve in his discretion the use of any other form of proxy.
Where there are joint holders of the Applicant`s shares, any one of such
persons may vote at the scheme meeting or adjourned meeting in respect of
such shares as if they are solely entitled thereto, but if more than one of
such joint holders are present or represented at the scheme meeting or
adjourned meeting, the person whose name stands first in the Applicant`s
share register in respect of such shares or their proxy, as the case may
be, shall alone be entitled to vote in respect thereof.
Each person who holds a beneficial interest in dematerialised ordinary
shares in the Applicant ("the dematerialised scheme members") and has not
selected own name registration may attend, speak and vote in person at the
scheme meeting or adjourned meeting, only if such dematerialised scheme
member informs its Central Securities Depositary Participant ("CSDP") or
broker timeously of its intention to attend and vote at the scheme meeting
or adjourned meeting or be represented by proxy thereat, in order for its
CSDP or broker to issue it with the necessary authorisation to do so, or
such dematerialised scheme member provides its CSDP or broker timeously
with its voting instruction should such dematerialised scheme member not
wish to attend the scheme meeting or adjourned meeting in person in order
for the CSDP or broker to vote in accordance with its instruction at the
scheme meeting or adjourned meeting. The CSDP or broker will then provide
Computershare Investor Services 2004 (Proprietary) Limited with proxy forms
in terms of each individual dematerialised scheme member`s instruction.
Holders of ordinary shares (whether certificated or dematerialised) who
hold such shares through a nominee should timeously make the arrangements
with that nominee or, if applicable, CSDP or broker, to enable them to
attend and vote at the scheme meeting or to enable their votes in respect
of their ordinary shares in the Applicant to be cast at the scheme meeting
by that nominee or a proxy or a representative.
In terms of section 311(2)(b) of the Companies Act, the scheme requires the
approval at the scheme meeting or adjourned meeting of a majority
representing not less than three-fourths (75%) of the votes exercisable by
scheme members present and voting either in person or by proxy at the
scheme meeting or adjourned meeting.
The Order of Court requires the chairperson to report on the 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 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 scheme meeting,
the scheme, the explanatory statement in terms of section 312 of the
Companies Act, explaining the scheme and the Order of Court convening the
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 holders of ordinary shares in the Applicant at their addresses as
recorded in the register of members of the Applicant at the close of
business not more than 4 (four) business days before the date of such
posting and in respect of holders of dematerialised shares, at the
addresses as notified by STRATE to the Applicant`s transfer secretaries 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 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 16:00:01 Produced by the JSE SENS Department.
