Wrap Text
Proposed specific repurchase of shares and resultant directorate changes
Alexander Forbes Group Holdings Limited
(Incorporated in the Republic of South Africa)
(Registration Number: 2006/025226/06)
JSE Share Code: AFH and ISIN: ZAE000191516
(Alexforbes or the Company or Group)
PROPOSED SPECIFIC REPURCHASE OF SHARES AND RESULTANT DIRECTORATE CHANGES
1. INTRODUCTION AND RATIONALE
Shareholders are advised that Alexforbes has entered into a repurchase of shares agreement (Agreement)
with New Veld LLC (New Veld), a 99% indirect subsidiary of Prudential Financial, Inc. (listed on the New
York Stock Exchange under ticker symbol PRU) (Prudential Financial) to repurchase 372 773 547 ordinary
shares in Alexforbes (Repurchase Shares), representing approximately 28.69% of the issued ordinary
share capital of Alexforbes (Specific Repurchase), subject to the receipt of the requisite regulatory
approvals and the fulfilment of the conditions precedent described below.
Prudential Financial recently completed a strategic review of its global operations, which resulted in a
decision to simplify its international footprint through the disposal of its emerging markets businesses.
Shares in Alexforbes form part of Prudential Financial’s emerging markets portfolio.
New Veld currently holds 446 847 621 ordinary shares in Alexforbes (Alexforbes Shares), representing
approximately 34.39% of all Alexforbes Shares in issue. As New Veld is a material shareholder of the Group
prior to implementation of the Specific Repurchase, the Specific Repurchase constitutes a specific
repurchase from a related party in terms of the JSE Listings Requirements.
The Specific Repurchase delivers a number of strategic benefits for Alexforbes and its shareholders. In
particular, it enables Alexforbes to acquire a significant block of Alexforbes Shares at a price that the
directors of Alexforbes, excluding the New Veld-nominated directors on the board (the Board), believe
represents an attractive opportunity, while facilitating an orderly disposal by New Veld with limited disruption
to the market for Alexforbes Shares. Following implementation of the Specific Repurchase, the transaction is
expected to be earnings and value accretive to the remaining shareholders.
Shareholders are also advised that New Veld has entered into an entirely separate transaction with
ARC AF Holdings (RF) Proprietary Limited (ARC AF Holdings) for the sale of its remaining 74 074 074
Alexforbes (as described in paragraph 5 below).
2. THE SPECIFIC REPURCHASE
2.1. Terms
The Specific Repurchase is subject to certain Conditions Precedent described in paragraph 2.3 below. In
terms of the Agreement, New Veld will dispose of the Repurchase Shares at a repurchase price of R6.75 per
Alexforbes Share (the Repurchase Price). The Repurchase Price represents a 3.4% discount to the 30-
business day volume-weighted average price of the Alexforbes Shares as at 16 September 2026, being the
trading day prior to the Agreement signature date.
The Specific Repurchase will become unconditional on the day on which the last of the applicable Conditions
Precedent is fulfilled or waived and will be implemented shortly thereafter (Closing Date).
The aggregate Repurchase Price will be adjusted on the following basis:
- escalated at a rate of 8.4% per annum, compounded monthly in arrears, and calculated from the last
dividend payment date preceding the Agreement signature date until the Closing Date (the escalation
rate was determined with reference to the dividend paid in the prior year as a percentage of the
Repurchase Price); and
- reduced by an amount equal to (i) any distribution declared, paid or made by the Company and received
by New Veld between the Agreement signature date and the Closing Date, and (ii) an amount equal to
the commitment fees (up to a maximum amount of R12 million) that become payable in connection with
the Funding Arrangements as described in paragraph 2.2 below.
Following implementation of the Specific Repurchase, the Repurchase Shares will be cancelled and delisted
and will revert to the status of authorised but unissued shares in the share capital of Alexforbes. The
Company currently holds no treasury shares and will continue to hold no treasury shares following
implementation of the Specific Repurchase.
2.2. Source of funds
The Specific Repurchase will be funded through a combination of available cash resources and external debt
funding.
Alexander Forbes Acquisition Proprietary Limited, a wholly owned subsidiary of the Company, has entered
into a short-term bridge loan agreement for an amount of R2.1 billion. The bridge loan incurs a commitment
fee of 0.75% on the available amount until the Closing Date and bears interest on any amount drawn down
at a rate of ZARONIA plus 2%. As explained in paragraph 2.1 the aggregate Repurchase Price will be
reduced by an amount equal to the commitment fee (up to a maximum amount of R12 million).
The bridge loan will be replaced by a long-term funding arrangement prior to or shortly after the Closing
Date, meaning that the bridge loan would not be utilised or alternatively utilised for a short period of time
(together the Funding Arrangements).
Further details regarding the Funding Arrangements will be set out in the circular (as described in paragraph
3 below).
2.3. Conditions Precedent and termination right
The Specific Repurchase is subject to the fulfilment or waiver, where applicable, of the following Conditions
Precedent:
- the approval of the Specific Repurchase by the requisite majority of Alexforbes shareholders in terms of
the Companies Act, 71 of 2008 (Companies Act) (insofar as is required) and the JSE Listings
Requirements by no later than 12 January 2027 (or such later date as agreed between the parties); and
- all clearances (whether inside or outside of South Africa) required to implement the Specific Repurchase
are granted, by no later than 31 March 2027 (subject to the extension of such date from time to time in
accordance with the terms of the Agreement), including:
- all approvals required from the South African Reserve Bank in terms of the South African Exchange
Control Regulations; and
- all approvals required from the JSE Limited, the relevant competition authorities and the relevant
financial regulatory authorities.
Either the Company or New Veld will have the right to terminate the Specific Repurchase prior to closing if:
- there is a material adverse change to the Company's financial performance or expected financial
performance between the Agreement signature date and immediately before the Closing Date; or
- the JSE All Share Index closing price falls by more than 20% from the day before the Agreement
signature date for at least the five consecutive trading days preceding the Closing Date; or
- the Board is unable to confirm the Company would still meet the solvency and liquidity test following
completion of the Specific Repurchase; or
- a specified insolvency event (as defined in the Agreement) arises or it becomes unlawful to perform
obligations under the Company's Funding Arrangements.
Further details regarding the termination rights will be set out in the circular (as described in paragraph 3
below).
2.4. Impact of the Specific Repurchase on financial information
The impact of the Specific Repurchase on the financial information of Alexforbes is that it will:
- reduce the Group’s cash resources by approximately R540 million with the related decrease in interest
receivable at an average rate of approximately 7.5% per annum (pre-tax);
- increase the Group’s long-term liabilities by R2.1 billion as a result of the Funding Arrangements with the
related increase in finance charges of approximately R145 million per annum (pre-tax) for the duration of
the long-term funding arrangement;
- reduce the share capital and/or reserves of the Group by R2.6 billion, in accordance with the accounting
treatment and the allocation of the repurchase consideration; and
- reduce the number of Alexforbes Shares in issue to 926 734 825 shares.
Following the implementation of the Specific Repurchase, the Company remains adequately capitalised in
line with applicable regulations.
3. CIRCULAR AND GENERAL MEETING
A circular containing full details of the Specific Repurchase and incorporating a notice convening a General
Meeting of shareholders in order to consider and, if deemed fit, to pass, with or without modification, the
shareholder resolutions necessary to give effect to the Specific Repurchase, will be distributed to Alexforbes
shareholders in due course.
A further announcement setting out the salient dates and times of the General Meeting will be published in
due course.
4. VOTING BY SHAREHOLDERS
As at the date of this announcement, ARC AF Holdings has given the Company an irrevocable undertaking
to vote 581 722 888 Alexforbes Shares (representing 44.76% of the Alexforbes Shares in issue) in favour of
the Specific Repurchase.
In addition, New Veld has irrevocably undertaken to vote all of its Alexforbes Shares in favour of any
resolutions required under the Companies Act. New Veld is however excluded from voting on the ordinary
resolution required under the JSE Listings Requirements in connection with the Specific Repurchase.
5. NEW VELD TRANSACTION WITH ARC AF HOLDINGS
Shareholders are also advised that New Veld has entered into an entirely separate transaction with ARC AF
Holdings for the sale of its remaining 74 074 074 Alexforbes Shares (representing 5.7% of the Alexforbes
Shares in issue). The New Veld transaction with ARC AF Holdings is subject to its own conditions precedent
(including regulatory approvals).
If both the Specific Repurchase and the ARC AF Holdings transaction proceed, New Veld will no longer hold
any Alexforbes Shares and ARC AF Holdings will hold 77.94% of Alexforbes Shares. If the Specific
Repurchase is implemented but the ARC AF Holdings transaction is not implemented, ARC AF Holdings will
hold 69.95% of all Alexforbes Shares in issue and New Veld will hold 7.99% of Alexforbes Shares. If the
ARC AF Holdings transaction is implemented but the Specific Repurchase is not implemented, ARC AF
Holdings will hold 55.59% of all Alexforbes Shares in issue.
6. RESULTANT DIRECTORATE CHANGES
In accordance with the implementation of the Specific Repurchase and the existing relationship agreement
between the Company and New Veld, both Mr Gary Herbert and Ms Amy Tedesco will be resigning as non-
executive directors of the Company and Mr Herbert as a member of the remuneration committee on the
Closing Date.
Carina Wessels
Chief Governance, Risk and Compliance (GRC) Officer (Company Secretary)
18 September 2026
Sandton
Transaction sponsor
RAND MERCHANT BANK (A division of FirstRand Bank Limited)
Financial advisor
The Standard Bank of South Africa Limited
Legal advisor
Webber Wentzel
Date: 18/09/2026 08:00:00
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