Exercise of over-allotment option
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NOT FOR PUBLICATION, DISTRIBUTION OR RELEASE, DIRECTLY OR INDIRECTLY, IN OR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
EXERCISE OF OVER-ALLOTMENT OPTION
Reference is made to the pre-listing statement, dated 7 July 2014, the abridged pre-listing statement
released on SENS on 7 July 2014, and the pricing announcement released on SENS on 18 July
2014, relating to an offer for subscription by Alexander Forbes and an offer for sale by certain of the
Company’s shareholders (the “Selling Shareholders”), subject to certain conditions (the “Offer”).
Alexander Forbes announces that, in connection with the Offer, Rand Merchant Bank, a division of
FirstRand Bank Limited, acting in its capacity as stabilisation manager and on behalf of the joint
bookrunners of the Offer, has given notice to the Selling Shareholders that it will exercise, in respect
of 64,789,412 ordinary shares in the Company (the “Optional Sale Shares”), the over-allotment option
granted to it by the Selling Shareholders.
The issue price of Alexander Forbes ordinary shares was set at R7.50 on 18 July 2014. Including the
Optional Sale Shares, the total size of the Offer is R3.725 billion (496,718,829 ordinary shares). Post
the exercise of the over-allotment option, the total number of ordinary shares in issue will remain at
The stabilisation period commenced at 09h00 on 24 July and ended at 17h00 on 31 July.
1 August 2014
Sponsor and stabilisation manager
Rand Merchant Bank, a division of FirstRand Bank Limited
Deutsche Bank AG, London Branch
Morgan Stanley & Co. International plc
Rand Merchant Bank, a division of FirstRand Bank Limited
This document 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 document 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 document are not being made and may not be distributed or sent into the United
States, Canada, Australia or Japan.
This document 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.
Date: 01/08/2014 08:48:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE').
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