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Joint announcement – sale agreement unconditional and update on the proposed partial offer
Alexander Forbes Group Holdings Limited New Veld, LLC
(Registration number: 2006/025226/06) (Incorporated in the State of Delaware)
(Incorporated in the Republic of South Africa) (the Investor)
Share code: AFH
ISIN: ZAE000191516
(Alexforbes or the Company)
JOINT ANNOUNCEMENT – SALE AGREEMENT UNCONDITIONAL AND UPDATE ON THE
PROPOSED PARTIAL OFFER
1. INTRODUCTION
On 18 March 2022, the Company announced (Initial Announcement) on the Stock Exchange News
Service (SENS) that Prudential Financial, Inc., a company listed on the NYSE (NYSE: PRU) (Prudential
Financial) had entered into an agreement (Mercer Sale Agreement) with Mercer Africa Limited
(Mercer), a subsidiary of Marsh McLennan Companies Incorporated (NYSE: MMC), to acquire 200 800
000 Alexforbes shares (representing 14.83% of the issued share capital) held by Mercer, subject to
receipt of regulatory approvals and other customary closing conditions described in the Initial
Announcement. The acquisition of shares is to be made through the Investor, a subsidiary of Prudential
Financial, with LeapFrog Investments Group Ltd. as investment manager.
Shareholders are advised that all the conditions precedent to the Mercer Sale Agreement have been
fulfilled and that the Mercer Sale Agreement is now fully unconditional.
The cash price per Alexforbes share payable to Mercer under the Mercer Sale Agreement is R5.05 per
Alexforbes share (calculated as R5.25 per Alexforbes share, less 20 cents per Alexforbes share, being
the amount per share of the final dividend declared on 6 June 2022). Alexforbes confirms that no further
dividends will be declared after the date of issue of this announcement and prior to the closing of the
transaction in terms of the Mercer Sale Agreement.
2. PROPOSED PARTIAL OFFER
The Initial Announcement also informed shareholders of the Investor’s undertaking to make, subject to
the fulfilment of the pre-conditions set out in paragraph 3 below, a partial offer to all the shareholders of
the Company eligible to accept the offer to enable it to acquire (together with the Alexforbes shares
acquired from Mercer in terms of the Mercer Sale Agreement) up to 33% of the issued share capital of
the Company (and less than 35% of the voting rights attaching to the issued share capital of the
Company) (Partial Offer).
Through this Partial Offer, the Investor intends to acquire a specified percentage of Alexforbes shares
held by each shareholder in the Company eligible to accept the Partial Offer.
ARC Financial Services Investments Proprietary Limited (ARC), which holds 561 591 587 Alexforbes
shares (representing 41.47% of the issued share capital) at the date of this announcement, has
irrevocably undertaken not to accept the Partial Offer in respect of 540 231 587 Alexforbes shares held
by it at the time of entering the ARC irrevocable undertaking.
The Partial Offer will be made solely through an offering circular to shareholders of the Company, which
will contain the full terms and conditions of the Partial Offer. This announcement does not constitute an
equivalent document and is not intended to, and does not, constitute or form part of an offer to sell, or an
invitation to purchase or subscribe for any securities. Shareholders are advised to carefully read any
formal documentation in relation to the Partial Offer.
3. RELEVANT PRE-CONDITIONS TO THE PROPOSED PARTIAL OFFER
The pre-conditions to the making of the Partial Offer were set out in paragraph 4.1 of the Initial
Announcement. These pre-conditions are that:
• the Mercer Sale Agreement becomes unconditional; and
• a material adverse change, as defined in the Initial Announcement, (Material Adverse Change) has
not occurred prior to the making of the Partial Offer.
The Company and the Investor have agreed that the Partial Offer Announcement, being the declaration
and finalisation announcement, will be published on SENS on or about 15 July 2022 (or such other date
as may be otherwise determined in consultation with JSE Limited or by agreement with the Company),
provided that a Material Adverse Change has not occurred prior to such date.
The Partial Offer Announcement will contain the terms of the Partial Offer. In addition, an appropriate
offer circular making the Partial Offer will be distributed to Alexforbes shareholders on the same date.
Carina Wessels
Executive: Governance, Legal and Compliance (Company Secretary)
7 July 2022
Sandton
Sponsor to Alexforbes
RAND MERCHANT BANK (A division of FirstRand Bank Limited)
Advisor to Alexforbes
The Standard Bank of South Africa acting through its Corporate and Investment Banking Division
Legal advisor to Alexforbes
BOWMANS
Advisor to the Investor
Deutsche Bank
Legal Advisors to the Investor
CDH, Debevoise & Plimpton, ENSafrica
Disclaimers
IMPORTANT NOTICE: NEITHER THIS ANNOUNCEMENT NOR THE INFORMATION CONTAINED HEREIN IS FOR
PUBLICATION, DISTRIBUTION OR RELEASE, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO OR FROM
THE UNITED STATES, ITS TERRITORIES AND POSSESSIONS (INCLUDING PUERTO RICO, THE U.S. VIRGIN ISLANDS,
GUAM, AMERICAN SAMOA, WAKE ISLAND AND THE NORTHERN MARIANA ISLANDS), ANY STATE OF THE UNITED
STATES OR THE DISTRICT OF COLUMBIA, CANADA, AUSTRALIA, JAPAN OR TO ANY PERSON IN ANY OF THOSE
JURISDICTIONS OR ANY OTHER JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE LAWS OF
SUCH JURISDICTION.
Disclaimers (continued)
This announcement is not intended to, and does not constitute, or form part of, an offer to sell or an invitation to purchase or
subscribe for any securities or a solicitation of any vote or approval in the United States or in any other jurisdiction in which, or to
any person to or from whom, it is unlawful to make such offer or invitation or for there to be such participation under applicable laws.
Shareholders are advised to read carefully the formal documentation in relation to the Partial Offer once it has been dispatched. The
Partial Offer will be made solely through the Offer Circular, which will contain the full terms and conditions of the Partial Offer. Any
decision regarding the Partial Offer or other response should be made only on the basis of the information in the Offer Circular.
The release, publication or distribution of this announcement in jurisdictions other than South Africa may be restricted by law and
therefore any persons who are subject to the laws of any jurisdiction other than South Africa should inform themselves about, and
observe, any applicable requirements. This announcement has been prepared for the purposes of complying with South African law
and practice and the information disclosed may not be the same as that which would have been disclosed if this announcement had
been prepared in accordance with the laws and regulations of any jurisdiction outside of South Africa. The Partial Offer is subject to
disclosure requirements and practices applicable in South Africa which differ from disclosure requirements in respect of tender
offers in other jurisdictions.
To the extent that any of the statements in this announcement are forward looking in nature, no assurances can be given that any
expectations in such statements will prove to be correct.
Date: 07-07-2022 05:31:00
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