| Fri 2 Apr 2004, 8:13 | | Sanlam - Results Of General Meeting To Effect An E |
|
Sanlam - Results Of General Meeting To Effect An Empowerment Transaction; And
Specific Issue Of Shares For Cash
Sanlam Limited
(Incorporated in the Republic of South Africa)
(Registration number 1959/001562/06)
Share code : SLM
ISIN : ZAE000028262
("Sanlam" or "the Company")
Ubuntu-Botho Investments
(Proprietary) Limited
(Registration number 2004/002569/07)
RESULTS OF GENERAL MEETING TO EFFECT AN EMPOWERMENT TRANSACTION; AND
SPECIFIC ISSUE OF SHARES FOR CASH
1. INTRODUCTION
Shareholders of Sanlam are referred to the Sanlam announcements dated 4 December
2003, 15 January 2004, 16 February 2004 and 4 March 2004 and the circular to
Sanlam shareholders dated 4 March 2004 regarding an empowerment transaction that
would 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. RESULTS OF GENERAL MEETING
At a general meeting of Sanlam shareholders held at 15:00 on Thursday, 1 April
2004, the ordinary and special resolutions tabled at the meeting to give effect
to the transaction, were approved by the requisite majorities.
The special resolutions have been lodged with the Registrar of Companies for
registration.
3. SPECIFIC ISSUE OF SHARES FOR CASH
Shareholders are advised that, as part of the transaction Sanlam will allot and
issue:
3.1 to Ubuntu-Botho, 113 000 000 Sanlam ordinary shares with a par value
of R0.01 each for a subscription price of R7.65 per share, comprising a total
consideration of R864.45 million, which will be settled by the allotment and
issue of 45 751 634 Ubuntu-Botho `C" preference shares at a price of R7.65 per
share, and a payment in cash in the amount of R514.45 million on the closing of
the transaction;
3.2 to Ubuntu-Botho, 4 500 000 Sanlam ordinary shares with a par value of
R0.01 each for R7.65 per share held by Sanlam Life Insurance Limited ("Sanlam
Life") as treasury shares for cash, comprising of a total consideration of
R34.425 million;
3.3 to Ubuntu-Botho, or, at the election of the board of directors of
Sanlam, to the Development Trust, 56 500 000 Sanlam ordinary shares with a par
value of R0.01 each held by Sanlam Life as treasury shares. On full
implementation of this part of the transaction the 56 500 000 Sanlam ordinary
shares will be owned by Ubuntu-Botho and the Development Trust will own 20% in
Ubuntu-Botho;
3.4 to Ubuntu-Botho, 56 500 000 Sanlam A" convertible participating
deferred shares with a par value of R0.01 each at par value;
3.5 to Ubuntu-Botho, 56 500 000 Sanlam "B" convertible participating
deferred shares with a par value of R0.01 each in the Company at par value, and
3.6 to the Demutualisation Trust, a non-public shareholder, 52 000 000
Sanlam `A" convertible redeemable non-participating preference shares with a par
value of R0.01 each.
The agreed price per Sanlam ordinary share of R7.65 is the volume weighted
average traded price for Sanlam ordinary shares for the 60-day period
immediately before signing of a Memorandum of Understanding with Mr. Patrice
Motsepe, being 21 October 2003.
4. LISTING OF NEW SANLAM SHARES
The JSE Securities Exchange, South Africa has approved the listing of 113.0
million new Sanlam ordinary, to be allotted and issued to Ubuntu-Botho. These
shares will be listed from the commencement of business on Tuesday 13 April
2004.
5. FINANCIAL EFFECTS
Shareholders are referred to the pro forma financial effects of the transaction
published on SENS on 4 March 2004 and in the Sanlam circular to shareholders
posted on 8 March 2004.
Cape Town
2 April 2004
Financial adviser and Attorneys to Sanlam Reporting accountants
transactional sponsor Limited to Sanlam Limited
to Sanlam Limited
Deutsche Securities Jowell Glyn & Marais PricewaterhouseCoopers
Ernst & Young
Independent adviser to Attorneys to the
Sanlam Limited Sanlam Demutualisation
Rand Merchant Bank Trust
Jan S. De Villiers
Financial adviser to Attorneys to Ubuntu-
Ubuntu-Botho Botho Investments
Investments (Proprietary) Limited
(Proprietary) Limited Bowman Gilfillan
JPMorgan
Date: 02/04/2004 07:01:09 AM Produced by the JSE SENS
