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Notice of General Meeting and Posting of Circular to Shareholders
Alexander Forbes Group Holdings Limited
Incorporated in the Republic of South Africa
(Registration Number: 2006/025226/06)
JSE Share Code: AFH ISIN: ZAE000191516
(Alexander Forbes or the Company)
POSTING OF CIRCULAR RELATING TO PROPOSED SPECIFIC REPURCHASE OF SHARES AND WAIVER
OF MANDATORY OFFER PURSUANT TO SHAREHOLDER REORGANISATION
Terms defined and used in the Circular have been used in this announcement.
1. Introduction and background
Shareholders are referred to the announcement released on the Stock Exchange News Service on 22 January
2020 wherein they were advised, inter alia:
- that the board of directors of Alexander Forbes had resolved to effect a specific repurchase of
200,800,000 Alexander Forbes Shares held by Mercer, at a price of 515 cents per share for a total
repurchase consideration of R1,034,120,000 (Specific Repurchase); and
- of a proposed waiver of African Rainbow Capital Financial Services Holdings Limited’s (ARC) obligation
to make a mandatory offer to all Alexander Forbes Shareholders (Mandatory Offer Waiver), pursuant
to any implementation of the exchange of shares held by ARC in Alexander Forbes Limited for shares
in the Company (Flip-Up).
2. General and scheme meetings, shareholder documentation
A circular, convening a General Meeting of Alexander Forbes Shareholders to consider and, if deemed fit, to
pass, with or without modification, the resolutions required to give effect to the Specific Repurchase and the
Mandatory Offer Waiver, will be distributed to Shareholders today, 2 March 2020 (Circular).
The Circular will also be made available on the Company’s website:
https://www.alexanderforbes.co.za/investorrelations/shareholder-centre/corporate-publications.
3. Salient dates and time
The salient dates and times applicable to the Specific Repurchase and Mandatory Offer Waiver, also contained
in the Circular, are set out below:
2020
Last day to trade Alexander Forbes Shares in order to be recorded in the Tuesday, 17 March
Register to vote at the General Meeting
Record date to be eligible to vote at the General Meeting (Voting Record Friday, 20 March
Date)
Last day to lodge Forms of Proxy for the General Meeting by 10:00 on Friday, 27 March
General Meeting to be held at 10:00 on Tuesday, 31 March
Last date and time for Alexander Forbes Shareholders to give notice to Tuesday, 31 March
Alexander Forbes objecting to the Specific Repurchase in terms of section
164(3) of the Companies Act, by 10:00 on
Results of General Meeting released on SENS on Tuesday, 31 March
Exemption applications to the TRP to obtain the TRP Waiver Exemption Thursday, 2 April
Expected date of TRP Waiver Announcement Friday, 3 April
Last day for Alexander Forbes Shareholders who voted against the Specific Tuesday, 7 April
Repurchase to require Alexander Forbes to seek court approval for the
Specific Repurchase in terms of section 115(3)(a) of the Companies Act
Last day to request the Takeover Special Committee to review the TRP Tuesday, 14 April
Waiver Exemption as provided in paragraph 5.7 of Section C of this Circular
Last day to send notice of adoption of Special Resolution 1 to dissenting Thursday, 16 April
shareholders in accordance of section 164 of the Companies Act
Last day for Alexander Forbes Shareholders who voted against the Specific Thursday, 16 April
Repurchase to apply to court for leave to apply for a review of the Specific
Repurchase in terms of section 115(3)(b) of the Companies Act
If all the conditions precedent to the Specific Repurchase are fulfilled or waived on or before Thursday,
16 April (where capable of waiver)
Expected implementation date of the Specific Repurchase Thursday, 23 April
Cancellation and delisting of the Specific Repurchase Shares on or about Friday, 24 April
Notes:
1. The above dates and times are subject to amendment. Any such amendment will be released on SENS.
2. All times given are local times in South Africa.
3. Any Form of Proxy not delivered to the Meeting Secretaries by 10:00 on Friday, 27 March 2020 may be
handed to the Chair of the General Meeting immediately before the appointed proxy exercises any of the
Shareholder’s rights at the General Meeting.
Carina Wessels
Executive: Governance, Legal and Compliance
2 March 2020
Sandton
Financial Advisor and Sponsor
RAND MERCHANT BANK (A division of FirstRand Bank Limited)
Legal Advisor
Bowmans
Date: 02-03-2020 11:30:00
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