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ALEXANDER FORBES PREF SHARE INV LTD - Finalisation announcement for the unbundling, redemption and delisting of preference shares

Release Date: 05/09/2014 09:33
Code(s): AFP     PDF:  
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Finalisation announcement for the unbundling, redemption and delisting of preference shares

Alexander Forbes Preference Share Investments Limited
(Incorporated in the Republic of South Africa)
Registration number 2006/031561/06
Share code: AFP
ISIN: ZAE000188942
(“AF Pref” or “the Company”)

FINALISATION ANNOUNCEMENT FOR THE UNBUNDLING BY AF PREF OF ITS ENTIRE
SHAREHOLDING IN ALEXANDER FORBES GROUP HOLDINGS LIMITED (“ALEXANDER
FORBES”), REDEMPTION AND DELISTING OF PREFERENCE SHARES


Holders of preference shares issued by the Company (“preference shareholders”) are referred to the
announcement released on the Stock Exchange News Service (“SENS”) and the circular posted to
shareholders on 4 August 2014 in relation to the unbundling of AF Pref’s entire shareholding in
Alexander Forbes to preference shareholders (the “unbundling”), the distribution of any residual cash
in the form of a redemption payment (the “redemption”), the delisting of the preference shares from
the JSE (the “delisting”) and the deregistration of AF Pref (the “deregistration”).

Further to the class meeting and general meeting results announcement released on SENS on 1
September 2014, preference shareholders are advised that all conditions precedent to the unbundling
have been fulfilled and accordingly the unbundling is now unconditional. AF Pref will distribute its
entire shareholding in Alexander Forbes to preference shareholders in the entitlement ratio of 1.09485
Alexander Forbes ordinary share for every 1 (one) AF Pref preference share held on Friday,
19 September 2014 (the "record date").

Following the completion of the unbundling, preference shareholders as at the record date will have
their preference shares redeemed on Monday, 22 September 2014 by way of a redemption payment
of R0.07491 for every 1 (one) AF Pref preference share. The delisting will take place following the
completion of the unbundling and the redemption. The listing of AF Pref will be terminated at the
commencement of trading on Tuesday, 23 September 2014.


Salient dates and times

The salient dates and times applicable to the unbundling, the redemption and the delisting remain as
set out below:

                                                                                                2014
Last day to trade in the preference shares in order to participate in the
unbundling and redemption on                                                     Friday, 12 September
Preference shares suspended on JSE trading system on                             Monday, 15 September
Preference shareholders commence trading in the unbundled Alexander
Forbes ordinary shares on the JSE on                                             Monday, 15 September
Record date to participate in the unbundling and the redemption on               Friday, 19 September
Certificated preference shareholders’ preference share certificates to be
received by the transfer secretaries together with a duly completed form
of surrender on or before 12:00 (See Note 3)                                     Friday, 19 September
Dematerialised shareholders will have their accounts with their CSDP or
broker updated with the Alexander Forbes ordinary shares received
pursuant to the unbundling and the receipt of cash pursuant to the
redemption on                                                                    Monday, 22 September
Share certificates in respect of Alexander Forbes ordinary shares will be
posted, at the risk of the certificated preference shareholders concerned,
and cash in respect of the redemption will be sent by electronic fund
transfer or by cheque, to certificated preference shareholders on or about       Monday, 22 September
Announcement of specified ratio in respect of the apportionment of the
cost/base cost of Alexander Forbes for taxation/CGT purposes on or               Monday, 22 September
about
Termination of AF Pref listing at commencement of trading on                    Tuesday, 23 September

Notes:
1. All times shown above are South African local times.
2. Preference share certificates may not be dematerialised or rematerialised as from Monday, 15
   September 2014 (if no AF Pref shareholders exercise their rights in terms of section 164 of the
   Companies Act).
3. Certificated preference shareholders whose preference share certificates and duly completed
   forms of surrender are received by the transfer secretaries after 12:00 on Friday, 19 September
   2014 will have the cash in respect of the redemption and new share certificates for the unbundled
   Alexander Forbes ordinary shares in respect of the unbundling posted to them within 5 business
   days of such receipt.


Johannesburg
5 September 2014

Financial adviser and sponsor to AF Pref
RAND MERCHANT BANK (A division of FirstRand Bank Limited)

Legal advisers to AF Pref
Bowman Gilfillan Inc.

Reporting accountants to AF Pref
PricewaterhouseCoopers Inc.

Date: 05/09/2014 09:33:00 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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