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 or Alexander Forbes Group ) DETAILED TERMS ANNOUNCEMENT RELATING TO ALEXANDER FORBES PROPOSED 2.9% EMPLOYEE SHARE OWNERSHIP PLAN TO BE ESTABLISHED FOR THE BENEFIT OF THE ELIGIBLE EMPLOYEES ( ESOP TRANSACTION ) TO FACILITATE BROAD-BASED BLACK ECONOMIC EMPOWERMENT EQUITY OWNERSHIP Highlights Alexander Forbes will issue 39,070,700 ordinary shares (representing approximately 2.9% of the issued ordinary capital of the Company after the share issuance) (the Alexander Forbes Ordinary Shares ) to a trust that will hold the shares on behalf of eligible employees ( ESOP Trust ); in terms of the trust deed of the ESOP Trust (the ESOP Trust Deed ), Black women beneficiaries shall, between them, be entitled to receive 70% of the net distributions made by the ESOP Trust (representing an indirect interest of approximately 2% of the Alexander Forbes Ordinary Shares). At inception, approximately 82% of the beneficial interest in the ESOP Trust will be held by Black South Africans; and notional vendor facilitation from Alexander Forbes to ensure sustainability of the ESOP Transaction, with minimal dilution of dividends to existing shareholders of Alexander Forbes ( Alexander Forbes Shareholders ). 1. Introduction and rationale Alexander Forbes supports the South African government s broad-based black economic empowerment ( BEE ) initiatives and recognises the importance of sustainable and meaningful participation by Black people in the mainstream economy. Alexander Forbes is committed to the implementation and success of broad-based BEE throughout the Alexander Forbes Group and has already implemented a number of internal initiatives relating to employment equity, skills development, preferential procurement, enterprise development and socio-economic development. Maintaining its current BEE status is an essential component for ongoing business success. The Financial Sector Code ( FSC ) and the Department of Trade and Industry s Codes of Good Practice on Broad-Based Black Economic Empowerment (the Codes ) allow for a company to obtain, on an ongoing basis, recognition on the ownership portion of the BEE scorecard for shares previously held by Black People (as defined in the Codes) which have been subsequently disposed of, albeit that this cannot contribute more than 40% of the score on the ownership scorecard. Alexander Forbes has the advantage of recognising the continuing consequences that relate to the disposal by certain former BEE shareholders of their equity during the listing of the Company in July 2014 in its BEE equity ownership measurement until September 2021. However, specific ownership points are allocated under the Codes and the FSC for Black women ownership and Alexander Forbes needs to address a shortfall in equity ownership by Black
women. The ESOP Transaction seeks to advance Alexander Forbes empowerment objective of increasing participation by Black people and, specifically, Black women. Furthermore, Alexander Forbes recognises the benefit of aligning the interests of its employees with those of the Alexander Forbes Shareholders by providing sustainable equity-based participation in the Alexander Forbes Group for the benefit of all current or future permanent employees employed by the Group in South Africa and who do not participate in Alexander Forbes other equity-based, long term incentive plans ( Eligible Employees ). In the light of the imperatives identified above, and in line with the Broad-Based Black Economic Empowerment Act, 53 of 2003 (the B-BBEE Act ), the Codes and the FSC, Alexander Forbes has established the ESOP Trust in order to implement the ESOP Transaction. The sustainability and growth prospects of Alexander Forbes will be enhanced through the ESOP Trust by: demonstrating Alexander Forbes commitment to transformation and empowerment in the country; obtaining a BEE ownership status which contributes to Alexander Forbes overall BEE scorecard. This, in turn, should enable the Alexander Forbes Group to win and retain business in an environment where empowerment is a key criteria, not only for government and parastatal business but all South African business, and allow its clients to gain preferential procurement points; improving Alexander Forbes ability to attract and retain talented employees and managers (particularly Black employees and managers); and aligning the interests of Alexander Forbes employees and Alexander Forbes Shareholders and recognising and rewarding Eligible Employees who have contributed to the success of the Company. The purpose of this announcement is to provide Alexander Forbes Shareholders with the salient terms of the ESOP Transaction. 2. Details of the ESOP Transaction 2.1 Specific issue of Alexander Forbes ordinary shares Alexander Forbes will issue 39,070,700 Alexander Forbes Ordinary Shares ( Subscription Shares ) at a nominal value of R0.01 (one cent) per share ( Subscription Price ) to the ESOP Trust, facilitated by Alexander Forbes through a notional vendor facilitation mechanism ( NVF or NVF Mechanism ). The Alexander Forbes Ordinary Shares to be issued to the ESOP Trust will represent approximately 2.9% of Alexander Forbes increased issued ordinary capital (post dilution). For illustrative purposes, the ESOP Transaction is valued at R387 million, calculated with reference to a similar number of Alexander Forbes Ordinary Shares and the 30-day volume weighted average price ( VWAP ) of R9.90 per Alexander Forbes Ordinary Share to Friday, 17 April 2015, being the last practicable date prior to the finalisation of this announcement. The Subscription Shares will be issued to the ESOP Trust, for the benefit of the Eligible Employees, subject to the rights, restrictions and suspensions set out in the subscription and 2
relationship agreements ( Transaction Agreements ) and to be held subject to the terms of the ESOP Trust Deed. Alexander Forbes will, in aggregate, contribute R390 707 (three hundred and ninety thousand seven hundred and seven Rand) ( Subscription Amount ) in cash to the ESOP Trust in order to enable the ESOP Trust to subscribe for the Subscription Shares. The ESOP Transaction will be implemented upon the fulfilment of the conditions precedent set out in paragraph 4 below ( Effective Date ). 2.2 Specific repurchase of Alexander Forbes ordinary shares Pursuant to the NVF Mechanism, Alexander Forbes will be entitled to repurchase, at a nominal value, a number of Subscription Shares held by the ESOP Trust as calculated in accordance with the repurchase formula set out in the Transaction Agreements ( Specific Repurchase ). Whilst the ESOP Trust is designed to be evergreen, the Specific Repurchase can be accelerated by Alexander Forbes in the event of a delisting of the Alexander Forbes Ordinary Shares, a change in control of Alexander Forbes, upon the happening of other relevant corporate actions at the discretion of Alexander Forbes, or any time after the sixth anniversary of the Effective Date (when the current continuing consequences expire). It can also be accelerated in the event of Alexander Forbes exercising its call option under the Transaction Agreements. Alexander Forbes will have a call option in terms of which it may first exercise its repurchase right under the subscription agreement and then require the ESOP Trust to sell its remaining shares to Alexander Forbes. If there is a negative change in the BEE rating of Alexander Forbes, the ESOP Trust will be afforded the opportunity to take reasonable steps to address the issue, failing which Alexander Forbes will have a call option to acquire the ESOP Trust s remaining shares, after having first exercised its repurchase right under the subscription agreement. Notwithstanding the above, Alexander Forbes does not currently anticipate executing the Specific Repurchase within 10 years of the Effective Date. 2.3 Allocation of units The Company will, from time to time and in accordance with the ESOP Trust Deed, apply the allocation criteria determined by the Alexander Forbes remuneration committee in order to determine the number of units to be allocated to each Eligible Employee. The allocation criteria will be based on an Eligible Employee s position, seniority and years of services or tenure within the Alexander Forbes Group. Pursuant to the terms of the ESOP Trust Deed, Black women beneficiaries shall between them be entitled to receive 70% of the net distributions made by the ESOP Trust. At inception, approximately 82% of the beneficial interest in the ESOP Trust will be held by Black South Africans. 2.4 Dividends and other distributions An amount equal to 30% of any dividends or distributions declared and paid by Alexander Forbes and attributable to the Subscription Shares will be paid to the ESOP Trust ( Trickle Dividends ) and, in turn, be distributed to the employee beneficiaries, net of any administration costs and less any dividends tax. The ESOP Trust will receive the benefit of the balance of any dividends or distributions through the reduction of the notional loan in terms of the NVF Mechanism. 2.5 Capital 3
The Subscription Shares (i.e. the capital assets of the ESOP Trust) shall be registered in the name of the ESOP Trust or the ESOP Trust Trustees (as defined below) for the time being, in their capacity as ESOP Trust Trustees. The Eligible Employees shall have no vested rights or entitlements to the capital assets of the ESOP Trust other than to the net surplus (if any) of the proceeds of the sale of the Subscription Shares upon termination of the ESOP Trust. 2.6 Voting The ESOP Trust will be entitled to exercise all voting rights attached to the Subscription Shares of which it is the registered owner, in accordance with the instructions of the ESOP Trust beneficiaries (for which purposes the ESOP Trust Deed entitles Black women beneficiaries to direct the exercise of 70% of the voting rights attributable to the Alexander Forbes Ordinary Shares held by the ESOP Trust). The Subscription Shares will not be voted (including for any purposes contemplated in the JSE Listings Requirements) until such time as the ESOP Trust Trustees elected by the Eligible Employee beneficiaries have been appointed. 2.7 Appointment of ESOP Trust Trustees The ESOP Trust and trust property will be managed by five trustees ( ESOP Trust Trustees ). Three of the ESOP Trust Trustees will be elected by the Eligible Employees and two of the ESOP Trust Trustees will be appointed by Alexander Forbes. 2.8 Administration Alexander Forbes will be entitled to select an administrator for the ESOP Trust and to instruct the ESOP Trust Trustees to appoint the selected administrator to administer the ESOP Trust. The costs and expenses of the administration of the ESOP Trust will be borne by the ESOP Trust. 2.9 Estimated economic cost The economic cost of implementing the ESOP Transaction for Alexander Forbes Shareholders will be the Trickle Dividends paid over the term of the ESOP Transaction (noting the ultimate potential dilution to Alexander Forbes Shareholders would be a function of the net value to the ESOP Trust in the event of a Specific Repurchase). The cost will be expensed as employee benefit expenses in accordance with the IAS 19 Employee Benefits standard. 3. Unaudited pro forma financial effects of the Transaction The unaudited pro forma financial effects of Alexander Forbes presented below are the responsibility of the directors and are based on the most recently published unaudited interim results of Alexander Forbes for the 6 months ended 30 September 2014. The accounting policies of Alexander Forbes for the 6 months ended 30 September 2014 have been used in preparing the unaudited pro forma financial effects. The unaudited pro forma financial effects were prepared for illustrative purposes only and may, due to the nature thereof, not fairly present Alexander Forbes financial position, changes in equity and results of its operations or cash flows as at the relevant reporting date. It does not purport to 4
be indicative of what the financial results would have been, or will be, had the ESOP Transaction been implemented on a different date. The unaudited pro forma financial effects of the ESOP Transaction are as follows: For the six months ended 30 September 2014 Unaudited pro forma before the ESOP Transaction Unaudited pro forma after the ESOP Transaction Net Impact % change Earnings per share (cents) 9.5 9.0 (0.5) (5.9) Diluted Earnings per share (cents) 9.5 9.0 (0.5) (5.9) Headline earnings per share (cents) 11.5 11.0 (0.5) (4.9) Diluted Headline earnings per share (cents) Net asset value (NAV) per share (cents) Tangible net asset value (TNAV) per share (cents) Weighted average number of shares in issue (million) Diluted weighted average number of shares in issue (million) 11.5 11.0 (0.5) (4.9) 401.4 401.0 (0.4) (0.1) 12.6 12.2 (0.4) (3.1) 1 236 1 236-0.0 1 236 1 236-0.0 Notes and assumptions to the unaudited pro forma financial effects: Extracted from the published unaudited interim financial results of Alexander Forbes Group Holdings Limited for the six months ended 30 September 2014. The adjustment reflects the impact of the ESOP Transaction: o A R2million cost representing the Trickle Dividend on a normalised basis calculated based on the company s expected dividend cover ratio of between 1.5 and 2 times. The cost is expensed as an employee benefit expense in accordance with the IAS 19 Employee Benefits standard. o Transaction costs associated with the implementation of the ESOP Transaction amounting to R5million, which are non-recurring in nature. o The weighted average number of shares in issue and the diluted weighted average number of shares are unchanged as the shares held by the trust are treated as treasury shares in accordance with IFRS. The financial effects of the ESOP Transaction in terms of International Financial Reporting Standards reflect the dividends paid to the beneficiaries as employee costs in terms of IAS19, this treatment is due to the non-vesting nature of the share plan. 4. Conditions precedent The ESOP Transaction is subject to the Company obtaining all relevant shareholder approvals as set out in the circular to be sent to Alexander Forbes Shareholders. Mercer Africa Limited, which owns 34.0% of the Ordinary Shares of the Company has provided written notice to the Company that it will vote in favour of the ESOP Transaction and has waived any and all rights which it may have in terms of the Mercer Relationship Agreement (or otherwise) 5
to subscribe for any additional Alexander Forbes Ordinary Shares as a result of, or in connection with, the ESOP Transaction. 5. Documentation Alexander Forbes Shareholders are advised that, in accordance with the JSE Listings Requirements, a circular to Alexander Forbes Shareholders, together with a notice of a general meeting to Alexander Forbes Shareholders, will be issued in due course. Sandton 20 April 2015 For enquiries Janice Salvado (Group Company Secretary) Alexander Forbes Group Holdings Limited Telephone +27 11 269 0000 Email Salvadoj@aforbes.co.za Financial adviser and sponsor Rand Merchant Bank (A division of FirstRand Bank Limited) Empowerment adviser Carvel Capital Legal adviser Bowman Gilfillan Inc. Independent reporting accountants and auditors PricewaterhouseCoopers Inc. 6