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AFB
AFB
AFB/AFS - Alexander Forbes Limited - Increase in Offer Price
Alexander Forbes Limited
(Incorporated in the Republic of South Africa)
(Registration number 1958/001974/06)
Sharecode: AFB
JSE Share code: AFB
NSX share code: AFS
ISIN code: ZAE000018230
BSE share code: FORBES
("Alexander Forbes" or the "Company")
Amendment to terms of Schemes of Arrangement proposed by Cleansheet
Investments (Proprietary) Limited ("Cleansheet Investments") (i) between
Alexander Forbes Limited ("Alexander Forbes") and certain of its
shareholders and (ii) between Alexander Forbes and holders of options
over Alexander Forbes shares
Alexander Forbes shareholders are referred to the circular (the
"Circular") issued on 5 February 2007 embodying a scheme of arrangement
dated 2 February 2007 (the "Scheme"), in terms of which a consortium of
private equity investors led by Actis Africa Fund 2 LP, acting through
Cleansheet Investments, proposed the acquisition of the share capital of
Alexander Forbes by way of a scheme of arrangement in terms of section
311 of the Companies Act, No. 61 of 1973, as amended.
The board of Alexander Forbes has consented to an amendment to the Scheme
in terms of which the cash consideration payable in terms of the Scheme
is amended from R16.25 to R17.00 per Alexander Forbes share. All
references in the Circular and Scheme to the amount of R16.25 have been
amended to R17.00. All other terms of and conditions precedent to the
Scheme remain as set out in the Scheme and the Circular. Alexander
Forbes shareholders are advised that the table reflecting the amount of
the cash consideration which may become payable on or after 1 April 2007
(Annexure 3 to the circular) is no longer accurate given the increased
amount of the cash consideration.
The scheme of arrangement in respect of holders of options over Alexander
Forbes shares has also been amended so as to replace references to the
amount of R16.25 with references to R17.00 insofar as concerns the cash
consideration payable in terms of that scheme of arrangement. All other
terms of and conditions precedent to the scheme of arrangement in respect
of option holders remain as set out in the circular posted to option
holders on 5 February 2007.
The Securities Regulation Panel has approved the amendments.
Sandton
21 February 2007
Financial adviser and sponsor to Alexander Forbes
JPMorgan
Merchant Bank to Cleansheet Investments
Rand Merchant Bank
Attorneys to Alexander Forbes
Edward Nathan Sonnenbergs
Attorneys to Cleansheet Investments
Deneys Reitz
Independent adviser to Alexander Forbes
KPMG
Independent Reporting Accountants
PWC
Date: 22/02/2007 10:43:06 Produced by the JSE SENS Department.
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