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AFB
AFB
AFB - Alexander Forbes Limited - Adjournment of Scheme Meetings, Changes to
Salient Dates and Times and Cautionary announcement
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
BSE share code: FORBES
ISIN code: ZAE 000018230
("Alexander Forbes" or the "Company")
ADJOURNMENT OF SCHEME MEETINGS, CHANGES TO SALIENT DATES AND TIMES AND
CAUTIONARY ANNOUNCEMENT
1. Introduction
Alexander Forbes shareholders ("shareholders") are referred to the announcement
dated 22 February 2007 and to 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 (Proprietary) Limited ("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.
2. Adjournment of scheme meetings
Shareholders are advised that at the scheme meeting of shareholders held on
Wednesday, 28 February 2007 ("the scheme meeting"), at the request of Cleansheet
Investments, and with the agreement of the Board of Directors of the Company and
the support of approximately 51% of shareholders of the Company, the Chairperson
of the scheme meeting adjourned the scheme meeting to a date to be advised, but
to be announced on SENS by no later than 30 April 2007 and thereafter in the
South African press. The adjournment of the scheme meeting was to allow
discussion regarding possible amendments to the terms of the scheme, principally
being the introduction of a re-investment election for existing shareholders to
invest into an entity indirectly interested in Alexander Forbes, the terms of
which re-investment election have yet to be finalised. Any amendments to the
terms of the schemes will be subject to the necessary regulatory approvals.
As a result of the above, the scheme meeting to consider the scheme of
arrangement proposed by Cleansheet Investments between Alexander Forbes and
holders of options over Alexander Forbes shares (the "option scheme meeting")
was also adjourned.
3. Further announcements
Shareholders will be advised of the date of the adjourned scheme meetings and
are advised to exercise caution when dealing in Alexander Forbes shares. A
further announcement pertaining to the changes to the salient dates and times of
the schemes will be published in due course.
Sandton
28 February 2007
Financial adviser and sponsor to Alexander Forbes
JPMorgan
Attorneys to Alexander Forbes
Edward Nathan Sonnenbergs
Date: 28/02/2007 12:18:00 Produced by the JSE SENS Department.
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