ALEXANDER FORBES PREF SHARE INV LTD - Finalisation announcement in relation to the capital restructuring of Alexander Forbes Equity Holdings Proprietary

Finalisation announcement in relation to the capital restructuring of Alexander Forbes Equity Holdings Proprietary

ALEXANDER FORBES PREFERENCE SHARE INVESTMENTS LIMITED
(Incorporated in the Republic of South Africa)
(Registration number 2006/031561/06)
(Share code: AFP) (ISIN: ZAE000098067)
(“AF Pref” or “the Company”)

FINALISATION ANNOUNCEMENT IN RELATION TO THE CAPITAL RESTRUCTURING OF
ALEXANDER FORBES EQUITY HOLDINGS PROPRIETARY LIMITED (“EQUITYCO”) AND ITS
SUBSIDIARIES (COLLECTIVELY “THE GROUP”) AND IMPACT ON AF PREF

Further to the terms announcement released on the Stock Exchange News Service (“SENS”) on 24
February 2014 and to the meeting results announcement released on SENS on 24 March 2014,
holders of linked units in AF Pref (“Linked Unitholders”) are advised that the Group has completed its
capital restructuring today, 31 March 2014.

Linked Unitholders are accordingly advised that all conditions precedent to the partial redemption of
the debentures issued by AF Pref (“Debentures”) by means of a cash payment of R9.29577 per
Debenture (“Debenture Redemption”) and the redemption of each Debenture by the issue of 0.37045
S preference shares in AF Pref (“Preference Shares”) (“Debenture Conversion”) have been either
fulfilled or waived and accordingly the Debenture Redemption and Debenture Conversion are now
unconditional.

Furthermore, Linked Unitholders are advised that the special resolution relating to the amendments to
the memorandum of incorporation of AF Pref (“MOI”) has been lodged with the Companies and
Intellectual Property Commission (“CIPC”) but has not yet been finally accepted by the CIPC and
which acceptance is expected to occur within the next week. The amendments to the MOI do not
affect the implementation of this corporate action.

Salient dates of the Debenture Redemption and Debenture Conversion

The salient dates of the Debenture Redemption and Debenture Conversion, also contained in the
circular posted to Linked Unitholders on 24 February 2014, are set out below:

                                                                                                 2014
Last day to trade in Linked Units in order to participate in the Debenture
Redemption and the Debenture Conversion                                                 Friday, 4 April
Commencement of trading ex the Debenture Redemption and the
Debenture Conversion entitlement under the new ISIN ZAE000188942
and trading on the JSE is amended to reflect the listing of the additional
Preference Shares, which will no longer be linked units as Linked                       Monday, 7 April
Unitholders will be left holding an increased number of Preference Shares
only. The JSE Code will remain as AFP. It will be necessary for all
certificated Linked Unitholders to surrender their certificates and obtain
new share certificates in respect of the Preference Shares
Record Date for the Debenture Redemption and the Debenture                             Friday, 11 April
Conversion
Operative date for the Debenture Redemption and the Debenture                          Monday, 14 April
Conversion
The accounts of dematerialised Linked Unitholders at their CSDPs or
brokers are updated to reflect the receipt of cash in respect of the                   Monday, 14 April
Debenture Redemption and additional Preference Shares in respect of
the Debenture Conversion
The cash portion of the Debenture Redemption sent to certificated Linked
Unitholders by electronic funds transfer or by cheque and share                        Monday, 14 April
certificates in respect of the additional Preference Shares posted on or
about
Notes:
1. All times shown in this notice are South African local times.
2. Linked Unit certificates may not be dematerialised or rematerialised after Friday, 4 April 2014.



Sandton
31 March 2014

Joint Financial Adviser to Alexander Forbes and AF Pref
RAND MERCHANT BANK (A division of FirstRand Bank Limited)

Joint Financial Adviser to Alexander Forbes and AF Pref
Deutsche Bank

Legal Adviser to Alexander Forbes and AF Pref
Bowman Gilfillan Inc.

Reporting Accountants to AF Pref
PricewaterhouseCoopers Inc.

Sponsor to AF Pref
RAND MERCHANT BANK (A division of FirstRand Bank Limited)

Date: 31/03/2014 05:30:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE'). 
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