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ALEXANDER FORBES GROUP HOLDINGS LIMITED - TRP ruling on the waiver of the requirement to make a mandatory offer

Release Date: 07/04/2020 10:30
Code(s): AFH     PDF:  
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TRP ruling on the waiver of the requirement to make a mandatory offer

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)

TRP RULING ON THE WAIVER OF THE REQUIREMENT TO MAKE A MANDATORY OFFER

Alexander Forbes shareholders are referred to the announcements released on the Stock Exchange News Service on:
1.   22 January 2020, 2 March 2020 and 23 March 2020 relating to the proposed Shareholder Reorganisation and the
     subsequent impact of COVID-19 on that Shareholder Reorganisation; and
2.   31 March 2020 announcing the results of the General Meeting held to approve the mandatory offer waiver
     resolution (Mandatory Offer Waiver Resolution).

The announcement of 31 March 2020 stated, inter alia, that the Mandatory Offer Waiver Resolution had been approved
by the requisite majority of independent Alexander Forbes shareholders.

Following the adoption of the Mandatory Offer Waiver Resolution, an application was made to the Takeover Regulation
Panel (TRP) for a ruling exempting African Rainbow Capital Financial Services Holdings Proprietary Limited from the
obligation to make a mandatory offer to the remaining Alexander Forbes shareholders (TRP Waiver Exemption).

Alexander Forbes shareholders are advised that the TRP has granted the TRP Waiver Exemption. The reasons for
granting the TRP Waiver Exemption are available from the TRP on request by any Alexander Forbes shareholder. Any
such request must be made in writing and addressed to "The Executive Director, Takeover Regulation Panel" at any
of the addresses indicated below.

Alexander Forbes shareholders are further advised that they may request the Takeover Special Committee to review
the TRP Waiver Exemption within five business days of the publication of this announcement (i.e. by no later than
Thursday, 16 April 2020). Any such request must be made in writing and addressed to "The Executive Director,
Takeover Regulation Panel", at any of the addresses indicated below:

 If delivered by hand or courier:               If emailed:                  If Faxed:
 The Executive Director Takeover                admin@trpanel.co.za          The Executive Director Takeover
 Regulation Panel                                                            Regulation Panel
 1st Floor, Block 2, Freestone Park                                          + 27 11 784 0062
 135 Patricia Road
 Atholl Johannesburg
 2196

The TRP waiver proceedings will be regarded as completed in respect of the TRP Waiver Exemption and the relevant
TRP Waiver Exemption confirmed (i) after the expiry of the five business day notice period, if no Alexander Forbes
shareholder requests the Takeover Special Committee to review the applicable TRP Waiver Exemption or (ii) on the
date that the Takeover Special Committee confirms the applicable TRP Waiver Exemption, if any Alexander Forbes
shareholder request the Takeover Special Committee to review the TRP Waiver Exemption.

Assuming that the TRP Waiver proceedings will be regarded as complete after the expiry of the aforesaid five business
day period, it is expected that the flip-up will occur shortly thereafter, including the listing of the relevant Alexander
Forbes shares.

Carina Wessels
Executive: Governance, Legal and Compliance (Company Secretary)

7 April 2020
Sandton

Transaction advisor and Sponsor
RAND MERCHANT BANK (A division of FirstRand Bank Limited)

Legal advisor
BOWMANS

Date: 07-04-2020 10:30:00
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