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Sanlam Limited - Financial Effects and Withdrawal of Cautionary Announcement
Sanlam Limited
(Incorporated in the Republic of South Africa)
(Registration number 1959/001562/06)
(Share code: SLM)
(ISIN code: ZAE000028262)
("Sanlam")
Ubuntu-Botho Investments (Proprietary) Limited
(Registration number: 2004/002569/07)
Financial Effects and Withdrawal of Cautionary Announcement
1. INTRODUCTION
Shareholders of Sanlam are referred to the signing of the transaction agreements
and further cautionary announcement dated 16 February 2004, regarding a proposed
empowerment transaction that will result in Ubuntu-Botho Investments
(Proprietary) Limited ("Ubuntu-Botho") acquiring an initial effective 10%, which
may increase to a maximum of 12%, of the issued share capital of Sanlam ("the
transaction").
2. FINANCIAL EFFECTS
The table below sets out the unaudited pro forma financial effects of the
transaction for a Sanlam ordinary shareholder. The unaudited pro forma
financial effects are presented for illustrative purposes only and because of
their nature may not be a fair reflection of Sanlam"s financial position after
the transaction, nor of Sanlam"s future earnings. The directors of Sanlam are
responsible for the preparation of the unaudited pro forma financial
information.
The unaudited pro forma financial effects are based on the audited published
annual financial results of Sanlam for the year ended 31 December 2003:
Audited Adjustments Pro forma Change
before the after the (%)
transaction transaction
Headline earnings per 90.1 (2.9) 87.2 (3.2)
ordinary share (cents)
Attributable earnings per
ordinary share (cents)
excluding once-off effect of 72.1 (1.8) 70.3 (2.5)
donation to Development Trust
including once-off effect of 72.1 (12.6) 59.5 (17.5)
donation to Development Trust
Diluted headline earnings per
ordinary share (cents) 89.2 (2.8) 86.4 (3.1)
Diluted attributable earnings
per ordinary share (cents)
excluding once-off effect of 71.5 (1.8) 69.7 (2.5)
donation to Development Trust
including once-off effect of 71.5 (12.5) 59.0 (17.5)
donation to Development Trust
Weighted average number of
ordinary shares (million) 2 610 174 2 784 6.7
Diluted weighted average 2 634 174 2 808 6.6
number of ordinary shares
(million)
Net asset value per ordinary 838.9 (21.0) 817.9 (2.5)
share (cents)
Net tangible asset value per 757.2 (15.8) 741.4 (2.1)
ordinary share (cents)
Embedded value per ordinary 1 147.4 (40.4) 1 107.0 (3.5)
share (cents)
Number of ordinary shares in 2 585 174 2 759 6.7
issue at 31 December 2003
(million)
3. RECOMMENDATION OF THE BOARD
The Board advises that shareholders give due regard to the long term nature of
the transaction and recommends that shareholders vote for its implementation as
it is of the view that the transaction will be value accretive to all
shareholders in the longer term.
4. CIRCULAR TO SANLAM SHAREHOLDERS
Shareholders are advised to review this financial effects announcement in
conjunction with the circular to shareholders, which sets out full details of
the transaction. The circular will be posted to Sanlam ordinary shareholders
from 8 March 2004 and will also be available from 4 March 2004 on Sanlam"s
website - www.sanlam.co.za.
5. SUSPENSIVE CONDITIONS
Shareholders are advised that the implementation of the transaction remains
subject to the receipt of the requisite regulatory and shareholder approvals and
the finalisation of the Ubuntu-Botho funding arrangements.
6. WITHDRAWAL OF CAUTIONARY ANNOUNCEMENT
Shareholders of Sanlam are no longer required to exercise caution in dealings in
their Sanlam securities with respect thereto.
Cape Town
4 March 2004
Financial adviser and transactional sponsor to Sanlam Limited:
Deutsche Securities
Attorneys to Sanlam Limited:
Jowell Glyn & Marais
Reporting Accountants to Sanlam Limited:
PriceWaterhouseCoopers Inc. & Ernst & Young
Independent advisors to Sanlam Limited:
RAND MERCHANT BANK (A division of FirstRand Bank Limited)
CORPORATE FINANCE
Financial adviser to Ubuntu-Botho Investments Limited:
JP Morgan
Attorneys to Ubuntu-Botho Investments Limited:
Bowman Gilfillan
Attorneys to the Sanlam Demutualisation Trust
Jan S. de Villiers
Date: 04/03/2004 11:00:04 AM Produced by the JSE SENS Department
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