Wrap Text
Impact of COVID-19 on shareholder reorganisation and general meeting
ALEXANDER FORBES GROUP HOLDINGS LIMITED
Incorporated in the Republic of South Africa
Registration Number: 2006/025226/06
JSE Share Code: AFH and ISIN: ZAE000191516
(“Alexander Forbes” or “the Company”)
IMPACT OF COVID-19 ON SHAREHOLDER REORGANISATION AND GENERAL MEETING
Alexander Forbes shareholders are referred to the announcement made on 22 January 2020 and the
subsequent notice of general meeting announced on 2 March 2020 in relation to the circular posted on 2
March 2020. The circular contained details of the shareholder reorganisation whereby Mercer Africa
Limited (Mercer) decided to sell substantially all of its equity stake in Alexander Forbes in an orderly and
coordinated manner. As part of the shareholder reorganisation, Alexander Forbes had agreed to acquire
200 800 000 Alexander Forbes shares from Mercer at a price of 515 cents per share (Specific Repurchase).
1. Specific repurchase
As a result of the global economic turmoil caused by the COVID-19 pandemic, there has been a material
change in market conditions and outlook and it is impossible to determine for how long this uncertainty will
persist. Alexander Forbes and Mercer have consequently mutually agreed not to proceed with the Specific
Repurchase at present.
As a result, it has been determined that the resolutions in connection with the Specific Repurchase, being
Special Resolution Number 1 and Special Resolution Number 2 set out in the notice of general meeting,
will be retracted and will not be put to the vote.
As part of the agreement between Alexander Forbes and Mercer not to proceed with the Specific
Repurchase, the parties have agreed to consider a possible repurchase of the shares at a later date. This
possible future repurchase would be subject to agreement on the repurchase consideration at that stage
and would further be subject to the same conditions and approval requirements as had been applicable for
the Specific Repurchase, including all requisite regulatory, board and shareholder approvals at that time.
The decision not to proceed with the Specific Repurchase at present will further strengthen the capital and
liquidity position of Alexander Forbes and ensure its robust sustainability through the difficult economic
conditions expected over the forthcoming months.
2. Mandatory offer waiver
The circular referred to above also dealt with the other two components forming part of the shareholder
reorganisation, namely:
- Component 1: The African Rainbow Capital Financial Services Holdings Proprietary Limited (ARC)
acquisition: the acquisition of 193 000 000 shares from Mercer by ARC at a price of 525 cents per share
for a total consideration of R1 013 250 000 (ARC Acquisition).
The ARC Acquisition remains subject to final regulatory approvals and it is expected that this will be
completed in circa 4 weeks.
- Component 3: The mandatory offer waiver: the implementation of the flip-up and the proposed waiver
of ARC’s consequential obligation to make a mandatory offer to all Alexander Forbes shareholders
(Mandatory Offer Waiver).
Despite the decision not to proceed with the Specific Repurchase at present, the Mandatory Offer
Waiver is still required to enable the flip-up as ARC’s shareholding will exceed the relevant 35%
threshold after implementation of the flip-up (see further below). The mandatory offer waiver will also
facilitate any potential future repurchase as, following implementation of the flip-up, no mandatory offer
would be triggered at the time of such repurchase.
As a result, the Company will proceed with the vote on the mandatory offer waiver and therefore Ordinary
Resolution Number 1 will still be put to the vote and approval sought from Alexander Forbes shareholders.
Revised impact of the mandatory offer waiver resolution (refer Section C of the circular)
Below is an indicative illustration of the potential impact of passing the Mandatory Offer Waiver resolution
on ARC’s shareholding in Alexander Forbes, without the Specific Repurchase, and following the ARC
Acquisition and the flip-up:
Number of shares 175 807 216
Current shareholding 13.7%
Impact of ARC Acquisition
Additional number of Alexander Forbes shares acquired 193 000 000
Additional percentage of Alexander Forbes shares acquired 15.0%
Indicative shareholding after ARC acquisition
Number of Alexander Forbes shares after acquisition 368 807 216
Percentage of Alexander Forbes shares after acquisition 28.6%
Impact of flip-up
Flip-up shares 137 202 331*
Indicative shareholding after flip-up 35.51%
*The number of flip-up shares will no longer be adjusted as there will be no impact because of the Specific Repurchase not proceeding
at present and thus not requiring the cancellation of shares and the consequential reduction of total shares in issue.
3. Change in logistical arrangements for General Meeting
As a further consequence of the impact of the COVID-19 pandemic and the restrictions placed on public
gatherings, the general meeting of shareholders of the Company to be held at 10:00 on Tuesday, 31 March
2020 will no longer be held at 115 West Street, Sandown, 2196. The meeting will only be accessible
through electronic participation, as provided for by the JSE Limited and in terms of the provisions of the
Companies Act 71 of 2008, as amended and the Company’s Memorandum of Incorporation.
Shareholders wishing to participate in this virtual general meeting should contact The Meeting Specialists
(TMS) on proxy@tmsmeetings.co.za or alternatively contact them on +27 11 520 7952/0/1 as soon as
possible, but no later than 10:00 on Friday 27 March 2020. Shareholders are still able to vote normally
through proxy submission, despite deciding to participate virtually or not. Shareholders are strongly
encouraged to submit votes by proxy before the meeting.
TMS will assist shareholders with the requirements for virtual meeting participation. TMS is obliged to
validate this information with your CSDP before providing you with the necessary means to access the
voting platform.
Shareholders will be liable for their own network charges and it will not be for the expense of the JSE,
Alexander Forbes or TMS. Neither the JSE, Alexander Forbes or TMS can be held accountable in the case
of loss of network connectivity or network failure due to insufficient airtime/internet connectivity/power
outages which would prevent you from voting or participating in the virtual meeting.
Responsibility Statement
The board of directors of the Company accepts responsibility for the information contained in this
announcement and confirms that, to the best of its knowledge and belief, the information is true and does
not omit anything likely to affect the importance of the information.
Carina Wessels
Executive: Governance, Legal and Compliance
23 March 2020
Sandton
Financial adviser and Sponsor
RAND MERCHANT BANK (A division of FirstRand Bank Limited)
Date: 23-03-2020 07:05:00
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.
Sharenet Sites 
