Wrap Text
Pricing announcement
Alexander Forbes Group Holdings Limited
(Previously Alexander Forbes Equity Holdings Proprietary Limited)
(Incorporated in the Republic of South Africa)
(Registration number 2006/025226/06)
JSE share code: AFH ISIN: ZAE000191516
("Alexander Forbes" or the "Company")
NOT FOR PUBLICATION, DISTRIBUTION OR RELEASE, DIRECTLY OR INDIRECTLY, IN OR INTO THE
UNITED STATES OF AMERICA, CANADA, JAPAN OR AUSTRALIA
PRICING ANNOUNCEMENT
With reference to the pre-listing statement dated 7 July 2014 (the "Pre-Listing Statement") and the
announcements released on SENS on 23 June 2014 and 7 July 2014, regarding the offer for subscription by
Alexander Forbes and the concurrent offer for sale by certain of the Company’s existing shareholders (the
"Selling Shareholders") of ordinary no par value shares of the Company (the "Shares"), subject to certain
conditions (the "Offer"), Alexander Forbes and the Selling Shareholders have successfully placed
431,929,417 Shares, at a price of R7.50 per Offer Share (the "Offer Price"), comprising the following:
- a placing by way of an offer for subscription of 44,000,000 Shares issued by the Company; and
- a placing by way of an offer for sale by Selling Shareholders of 387,929,417 Shares,
Rand Merchant Bank, a division of FirstRand Bank Limited, as stabilisation manager on behalf of the joint
global coordinators and the joint bookrunners of the Offer (the "Joint Bookrunners"), has been granted an
overallotment option (the "Overallotment Option") by the Selling Shareholders pursuant to a 30-day option to
purchase, or procure purchasers for, up to 64,789,412 Shares (the "Overallotment Shares") for the purpose
of covering short positions resulting from overallotments or from sales of Shares at or before the end of the
stabilisation period.
The total size of the Offer comprises 496,718,829 Shares (including the Overallotment Shares).
The settlement date and expected listing date of Alexander Forbes, subject to achieving a spread of
shareholders acceptable to the securities exchange operated by the JSE Limited, is expected to be
Thursday, 24 July 2014 (the “Listing Date” or “Settlement Date”). Any change in that date will be announced
on SENS.
The bookbuild process in relation to the Offer closed on Thursday, 17 July 2014. The total value of Shares
placed in the Offer (including the Overallotment Shares) was R3,725 million, representing an effective free
float of 38.1%.
On the Listing Date, it is anticipated that major shareholders of the Company will hold the number of Shares
set out below:
Name of shareholder Number of Shares Holding
Alexander Forbes Preference Share Investments Limited ("AF Pref")(1) 355,178,339 27.3%
Mercer Africa Limited ("Mercer")(2) 194,051,083 14.9%
Ontario Teachers’ Pension Plan Board(3) 64,954,274 5.0%
(1) The board of directors of AF Pref has resolved to unbundle its entire shareholding in Alexander Forbes to AF Pref holders.
The unbundling will be subject to the approval of 75% of the AF Pref holders at a general meeting.
(2) The purchase of 194,051,083 Shares by Mercer on the Listing Date, is subject to certain conditions precedent.
(3) Assuming the Overallotment Option is fully exercised
Based on a total of 1,302,356,263 Alexander Forbes ordinary no par value shares outstanding at the
Settlement Date, the Offer Price implies a total market capitalisation of R9,768 million for Alexander Forbes.
Johannesburg
18 July 2014
Joint bookrunners and global coordinators
Deutsche Bank AG, London Branch
Morgan Stanley & Co. International plc
Rand Merchant Bank, a division of FirstRand Bank Limited
Joint financial adviser on the Mercer Investment
Deutsche Bank AG, London Branch
Rand Merchant Bank, a division of FirstRand Bank Limited
JSE sponsor, lead transaction sponsor and stabilisation manager
Rand Merchant Bank, a division of FirstRand Bank Limited
Joint transaction sponsor
Deutsche Securities (SA) Proprietary Limited
Attorneys
Bowman Gilfillan Inc., South African legal advisor to the Company
Davis Polk & Wardwell London LLP, U.S. counsel & English legal advisor to the Company
Edward Nathan Sonnenbergs Inc., South African legal advisor to the Joint Bookrunners
Freshfields Bruckhaus Deringer LLP, U.S. counsel & English legal advisor to the Joint Bookrunners
Reporting accountants and auditors
PricewaterhouseCoopers Inc.
DISCLAIMER:
This pricing announcement does not constitute an offer of securities for sale in the United States or any
other jurisdiction. The securities have not been, and will not be, registered under the US Securities Act of
1933, as amended (the “US Securities Act”) or under the securities legislation of any state or territory or
jurisdiction of the United States or any other jurisdiction and may not be offered, sold, transferred or
delivered, directly or indirectly, in or into the United States except pursuant to an exemption from, or in a
transaction not subject to, the registration requirements of the US Securities Act and in compliance with any
applicable securities laws of any states or other jurisdiction of the United States. There will be no public
offering in the United States. Alexander Forbes is not registered and will not be registered under the US
Investment Company Act of 1940, as amended, and related rules. This document does not constitute or
form part of any offer or invitation to sell, or any solicitation of any offer to purchase nor shall it (or any part of
it) or the fact of its distribution, form the basis of, or be relied on in connection with, any contract therefore.
Any proposed listing and distribution of this document and other information in connection with a potential
listing may be restricted by law in certain jurisdictions and persons into whose possession any document or
other information referred to herein comes should inform themselves about and observe any such
restriction. Any failure to comply with these restrictions may constitute a violation of the securities laws of
any such jurisdiction.
This pricing announcement does not constitute an offer of securities to the public in the United Kingdom.
This communication is directed only at (i) persons who are outside the United Kingdom or (ii) persons who
have professional experience in matters relating to investments falling within Article 19(1) of the Financial
Services and Markets Act 2000 (Financial Promotion) Order 2005 (the “Order”), (iii) high net worth entities
falling within Article 49(2) of the Order and (iv) other persons to whom it may lawfully be communicated (all
such persons together being referred to as “relevant persons”). Any investment activity to which this
communication relates will only be available to, and will only be engaged with, relevant persons. Any person
who is not a relevant person should not act or rely on this document or any of its contents.
Any offer of securities to the public that may be deemed to be made pursuant to this communication in any
EEA Member State that has implemented Directive 2003/71/EC (together with any applicable implementing
measures in any Member State, the “Prospectus Directive”) is only addressed to qualified investors in that
Member State within the meaning of the Prospectus Directive.
Copies of this pricing announcement are not being made and may not be distributed or sent into the United
States, Canada, Australia or Japan.
This pricing announcement does not constitute an offer to the public for the sale of or subscription for, or the
solicitation of an offer to buy or subscribe for, shares as defined in the Companies Act No. 71 of 2008 (the
“Act”) or otherwise, and will not be distributed to any person in South Africa in any manner which could be
construed as an offer to the public in terms of the Act.
None of Deutsche Bank AG, London Branch (“Deutsche Bank”), Deutsche Securities (SA) Proprietary
Limited (“Deutsche Securities”), Morgan Stanley & Co. International plc (“Morgan Stanley”), Rand Merchant
Bank, a division of FirstRand Bank Limited (“RMB”) and their respective affiliates or any of their respective
directors, officers, employees, advisers or agents accepts any responsibility or liability whatsoever for/or
makes any representation or warranty, express or implied, as to the truth, accuracy or completeness of the
information in this pricing announcement (or whether any information has been omitted from the pricing
announcement) or any other information relating to the Company, its subsidiaries or associated companies,
whether written, oral or in a visual or electronic form, and howsoever transmitted or made available or for
any loss howsoever arising from any use of the pricing announcement or its contents or otherwise arising in
connection therewith.
This announcement may include statements that are, or may be deemed to be, “forward-looking
statements”. Forward-looking statements may and often do differ materially from actual results. Any forward-
looking statements reflect Alexander Forbes’ current view with respect to future events and are subject to
risks relating to future events and other risks, uncertainties and assumptions relating to Alexander Forbes’
business, results of operations, financial position, liquidity, prospects, growth and strategies. Forward-
looking statements speak only as of the date they are made.
Each of Deutsche Bank, Deutsche Securities, Morgan Stanley and RMB is acting exclusively for Alexander
Forbes and no-one else in connection with the Offer. They will not regard any other person as their
respective clients in relation to the Offer and will not be responsible to anyone other than Alexander Forbes
for providing the protections afforded to their respective clients, nor for providing advice in relation to the
Offer, the contents of this pricing announcement or any transaction, arrangement or other matter referred to
herein.
In connection with the Offer, each of Deutsche Bank, Deutsche Securities, Morgan Stanley and RMB and
any of their respective affiliates, acting as investors for their own accounts, may subscribe for or purchase
shares and in that capacity may retain, purchase, sell, offer to sell or otherwise deal for their own accounts
in such shares and other securities of Alexander Forbes or related investments in connection with the Offer
or otherwise. Accordingly, references in the PLS or this pricing announcement to the shares being issued,
offered, subscribed, acquired, placed or otherwise dealt in should be read as including any issue or offer to,
or subscription, acquisition, placing or dealing by any of Deutsche Bank, Deutsche Securities, Morgan
Stanley and RMB and any of their respective affiliates acting as investors for their own accounts. In addition,
Deutsche Bank, Deutsche Securities, Morgan Stanley and RMB may enter into financing arrangements and
swaps in connection with which they or their affiliates may from time to time acquire, hold or dispose of
shares. None of Deutsche Bank, Deutsche Securities, Morgan Stanley and RMB nor any of their respective
affiliates intend to disclose the extent of any such investment or transactions otherwise than in accordance
with any legal or regulatory obligations to do so.
In connection with the Offer, RMB as stabilisation manager, or any of its agents, may (but will be under no
obligation to), to the extent permitted by applicable law, over-allot or effect other transactions with a view to
supporting the market price of the Shares at a higher level than that which might otherwise prevail in the
open market. Such transactions may be undertaken at any time during the period commencing on the date
of the commencement of conditional dealings of the Shares on the Johannesburg Stock Exchange and
ending no later than 30 calendar days thereafter. However, there will be no obligation on the stabilisation
manager or any of its agents to effect stabilising transactions and there is no assurance that stabilising
transactions will be undertaken. Such stabilising measures, if commenced, may be discontinued at any time
without prior notice. Save as required by law or regulation, neither the stabilisation manager nor any of its
agents intends to disclose the extent of any over-allotments made and/or stabilisation transactions
conducted in relation to the Offer.
Date: 18/07/2014 08:57:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE').
The JSE does not, whether expressly, tacitly or implicitly, represent, warrant or in any way guarantee the truth, accuracy or completeness of
the information published on SENS. The JSE, their officers, employees and agents accept no liability for (or in respect of) any direct,
indirect, incidental or consequential loss or damage of any kind or nature, howsoever arising, from the use of SENS or the use of, or reliance on,
information disseminated through SENS.
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