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Small related party transaction, directors’ dealings in securities and changes to director functions
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)
SMALL RELATED PARTY TRANSACTION, DIRECTORS' DEALINGS IN SECURITIES AND
CHANGES TO DIRECTOR FUNCTIONS
1. Introduction
1.1. Shareholders are advised that the executive committee members, comprising executive directors and
prescribed officers (executives) of Alexforbes have concluded an exchange agreement with ARC AF
Holdings (RF) Proprietary Limited (ARC) for the transfer of 30 553 016 Alexforbes ordinary shares held in
escrow and subject to certain restrictions as described in paragraph 1.2 below, representing 2.35% of the
issued share capital of the Company, in exchange for Class A shares in a new special purpose vehicle
(Newco), a wholly-owned subsidiary of Alexforbes (the Exchange Agreement).
1.2. Executives have pledged vested share awards received over several years under the Company's Long
Term Incentive Share Plan (LTIP) in accordance with the Minimum Shareholding Requirement (MSR) policy.
The total cumulative number of Alexforbes ordinary shares pledged by executives stands at 30 553 016
(MSR Shares) that are held in escrow on behalf of each executive and are subject to tradability restrictions
in terms of the current MSR policy.
1.3. In order to give effect to the Exchange Agreement, ARC will subscribe for Class A shares in Newco in terms
of an agreement entered into between ARC and Newco (the ARC Subscription Agreement). The cash
subscription price for each Class A share is R8.15 per Class A share, and these Class A shares will only be
entitled to economic benefits from Newco and will have limited voting rights (the ARC Subscription).
1.4. In terms of the Exchange Agreement, all MSR shares held on behalf of the executives will be exchanged for
the Class A shares on a one-for-one basis (the Exchange). Following the Exchange, ARC will no longer
hold any of the Class A shares, and the Class A shares held by the executives will be subject to tradability
restrictions in accordance with a revised MSR policy.
1.5. The cash proceeds received from the ARC Subscription will be invested in an Alexforbes Investments
managed unit trust portfolio. The Class A shares will have the economic rights to the invested proceeds.
(the ARC Subscription and the Exchange together comprise the Transaction)
1.6. ARC is a material shareholder of the Group, with 47.53% of the issued share capital of Alexforbes held
immediately prior to the implementation of the Transaction. The Transaction is deemed a small related party
transaction in terms of the JSE Limited Listings Requirements (LRs). Following the implementation of the
Transaction, ARC will hold 49.88% of the issued share capital of the Company.
2. Rationale for the Transaction
2.1. During the prior year, the Group redesigned the LTIP for all senior management and executives, as
disclosed in the 2025 Integrated Annual Report. As a result of limited trading volumes in the Company's
shares and prevailing liquidity constraints, the equity settled LTIP was replaced with a cash settled LTIP with
effect from July 2025.
2.2. The revised incentive structure, together with these liquidity constraints, necessitated a reassessment of the
MSR requirements and structure. Executives' ability to realise value from the existing MSR over time is
materially constrained. Consequently, the MSR has become a potential detractor instead of effectively
aligning executive and shareholder interests when considered alongside the limited tradability of Alexforbes
shares. The Transaction provides executives with an opportunity to realise value from their current MSR
holdings over time, with restrictions in place in line with the revised MSR policy.
3. Benefits of the Transaction
3.1. The benefits of the Transaction include:
3.1.1. The structure aligns with the decision by the board of directors of Alexforbes (Board) to move incentive
awards away from share ownership to being cash settled.
3.1.2. The Transaction reduces the risk associated with the liquidity constraints on the current executive MSR
position.
3.1.3. The Class A shares in Newco will remain restricted for a period of five years from the effective date of the
Transaction in line with the rules of the revised MSR policy and in accordance with their terms.
3.1.4. The long-term interests of executives and the Group and its shareholders remain aligned through the
investment in an Alexforbes Investments portfolio. In addition, executives remain exposed to the
Alexforbes share through the in-flight LTIP awards over the next three years, with vesting subject to the
achievement of performance conditions.
3.1.5. The increase in ARC's shareholding in Alexforbes improves the Broad-Based Black Economic
Empowerment ownership of the Group.
4. Transaction summary
4.1. The following Transaction steps will be taken:
4.1.1. ARC will subscribe for 30 553 016 Class A shares in Newco. The cash subscription price for each Class A
share is R 8.15.
4.1.2. The Exchange Agreement has been concluded between ARC and each executive whereby all MSR
Shares will be exchanged for Class A shares on a one-for-one basis.
4.1.3. Following the Exchange: ARC will no longer hold any of the Class A shares in Newco; ARC will hold the
Alexforbes Shares on an unencumbered and unrestricted basis; the executives will no longer own any of
their MSR Shares; and the Class A shares held by the executives will remain restricted in terms of the
revised MSR policy. Further details on the restrictive conditions in the revised MSR policy will be disclosed
in the Company's 2026 Integrated Annual Report that is scheduled for release no later than 31 July 2026.
4.2. The total cash consideration to be paid by ARC for the ARC Subscription is R249 007 080. Newco will invest
these proceeds in an Alexforbes Investments portfolio.
4.3. The Transaction was approved by the Remuneration Committee (Remco) on behalf of the Board, subject to
certain administrative conditions precedent relating to the opening of certain banking and securities accounts,
with the effective date expected to occur on or before 27 March 2026 ("Effective Date").
5. Directors' dealings
5.1. Following approval to trade granted in terms of paragraph 6.83 of the LRs and on instruction of the named
executives below, the Company has requested the transfer of the MSR Shares to ARC on the Effective Date.
5.2. All interests are held as indirect beneficial.
5.3. The transactions per executive are as follows:
Number of ordinary Transfer value
Name Role Alexforbes shares (R 000)
DJ de Villiers Executive director and director of a major subsidiary 15 573 216 126 922
BP Bydawell Executive director and director of a major subsidiary 5 749 954 46 862
CH Wessels Company Secretary and Prescribed officer 3 338 603 27 210
B Tladi Prescribed officer 2 038 464 16 613
TJ Muthige Prescribed officer 1 605 592 13 086
VR Maharaj Prescribed officer 2 247 187 18 315
6. Small related party transaction considerations
6.1. In terms of paragraph 9.3 of the LRs, the Transaction constitutes a small related party transaction.
6.2. In accordance with paragraph 9.3(a), the Remco, a sub-committee of the Board confirms that the Transaction
has been concluded on commercial terms and on an arm's length basis. None of the ARC nominated directors
serve on the Remco. As part of the governance process:
6.2.1. the Company appointed an independent professional expert to provide the Remco with a voluntary
fairness opinion regarding the Transaction (Independent Expert Opinion). The Independent Expert
Opinion has confirmed that the terms of the Transaction are fair to shareholders (excluding ARC and its
associates);
6.2.2. the Remco assessed and evaluated the terms and conditions of the Transaction and received external
legal advice throughout the process; and
6.2.3. the Remco believes that the Transaction is fair to shareholders (excluding ARC and its associates), is in
the Company's best interests and has been concluded on an arm's length basis.
6.3. The following documents can be inspected at the registered office of Alexforbes at 115 West Street, Sandton,
2196, and/or through a secure electronic manner at the election of the person requesting the inspection for a
period of 14 days from the date of this announcement. Shareholders who wish to view any of these
documents should send their request to the Company's chief governance, risk and compliance officer at
wesselsc@alexforbes.com who will facilitate access to the:
6.3.1. Independent Expert Opinion;
6.3.2. ARC Subscription Agreement; and
6.3.3. Exchange Agreement.
7. Changes to Director functions
7.1. In accordance with paragraph 6.71 of the LRs, shareholders are advised that Messrs. D Dlamini and R
Roux, current independent non-executive directors of the Company, have also been appointed as
independent non-executive directors on the board of Newco with effect from 23 February 2026.
Carina Wessels
Chief Governance, Risk and Compliance (GRC) Officer (Company Secretary)
12 March 2026
Sandton
Sponsor
RAND MERCHANT BANK (A division of FirstRand Bank Limited)
Date: 12-03-2026 05:05:00
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