| Wed 7 Sep 2005, 8:57 | | African Life - Notice Of A Scheme Meeting |
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African Life - Notice Of A Scheme Meeting
AFRICAN LIFE ASSURANCE COMPANY LIMITED
(Incorporated in the Republic of South Africa)
(Registration number 1911/003818/06)
JSE code: AFI
ISIN code: ZAE000000246
(`African Life`)
NOTICE OF A SCHEME MEETING
IN THE HIGH COURT OF SOUTH AFRICA
(WITWATERSRAND LOCAL DIVISION) Case number: 05/20031
Before the Honourable Acting Judge Van Der Nest
In the ex parte application of:
AFRICAN LIFE ASSURANCE COMPANY LIMITED Applicant
(Incorporated in the Republic of South Africa)
(Registration number 1911/003818/06)
NOTICE IS HEREBY GIVEN THAT, in terms of an order of Court dated 6 September
2005, the High Court of South Africa (Witwatersrand Local Division) (`Court`)
has ordered that a meeting (`scheme meeting`) in terms of section 311 of the
Companies Act, 1973, (Act 61 of 1973) as amended (`the Companies Act`) of the
ordinary shareholders of the Applicant, registered as such at 17:00 on
Thursday, 22 September 2005 excluding Sanlam Limited (`Sanlam`) and its
subsidiaries (save insofar as any of those companies may hold ordinary shares
in the Applicant on behalf of third parties) and the African Life Employee
Shareholders Scheme Trust and African Life Investments (Proprietary) Limited,
(`the excluded parties`) (`scheme members`) be held under the chairmanship of
Robert Anton Cohen, or failing him, another director of Bowman Gilfillan Inc
(`chairman`), at African Life Park, 13 West Street, Houghton, Johannesburg at
08:30 on Monday, 26 September 2005 (or any adjourned date as determined by the
chairman (`adjourned meeting`)) for the purpose of considering and, if deemed
fit, of approving, with or without modification, a scheme of arrangement (`the
scheme`) proposed by Sanlam between the Applicant and its ordinary
shareholders other than the excluded parties (`scheme participants`) provided
that the scheme meeting shall not be entitled to agree to any modification of
the scheme which has the effect of diminishing the rights that are to accrue
in terms thereof to scheme participants.
The implementation of the scheme is subject to fulfilment of the scheme
conditions stated therein including, but not limited to, the sanctioning of
the scheme by the above Honourable Court.
The purpose of the scheme meeting is to consider, and if deemed fit, to agree
to the scheme. The basic characteristic of the scheme is that, upon
implementation, Sanlam Life Insurance Limited (`Sanlam Life`), a wholly-owned
subsidiary of Sanlam will become the owner of all of the Applicant`s ordinary
shares held by scheme participants and the scheme participants will receive
a cash consideration for each ordinary share in the Applicant disposed of to
Sanlam Life pursuant to the scheme of R22,05 per ordinary share (the `Base
Offer Consideration`) plus -
1. in the event that the disposal by the Applicant of its subsidiary African
Life Health Limited (`ALH`) to Momentum Group Limited (the `Disposal`) becomes
unconditional by no later than 15 February 2006, an additional R0,45 per
African Life ordinary share; or
2. in the event of the Disposal failing to become unconditional by 15 February
2006, and the disposal of ALH to a third party prior to 31 March 2006 on an
unconditional basis save for Competition authority approval for a
consideration in excess of R130 million, the consideration shall be the Base
Offer Consideration plus, on a per share basis, 85,5% of any proceeds (net of
transaction costs) above R130 million; or
3. in the event that the disposal of ALH to a third party does not become
unconditional (other than for the approval thereof by the Competition
Authorities) by 31 March 2006 the consideration shall be equal to the Base
Offer Consideration only.
Copies of this notice, the form of proxy to be used at the scheme meeting or
any adjourned scheme meeting, the scheme, the explanatory statement in terms
of section 312(1) of the Companies Act explaining the scheme and the Order of
Court summoning the scheme meeting, are included in the document which has
been posted to all shareholders of the Applicant and may be inspected or
obtained, free of charge, during normal business hours, at any time prior to
the scheme meeting or any adjourned meeting, at the registered office of the
Applicant, being African Life Park, 13 West Street, Houghton, Johannesburg and
at the office of the transfer secretaries, Computershare Investor Services
2004 (Proprietary) Limited, Ground Floor, 70 Marshall Street, Johannesburg.
Scheme members who hold certificated ordinary shares in the Applicant and
scheme members who hold dematerialised ordinary shares in the Applicant
through a Central Securities Depository Participant (`CSDP`) in `own name`
registration form may attend, speak and vote in person at the scheme meeting
or any adjourned meeting, or may appoint one or more proxies (who need not be
members of the Applicant) to attend, speak and vote at the scheme meeting in
the place of such scheme members. Forms of proxy for this purpose are included
in the document which has been posted to all shareholders of the Applicant at
their addresses as recorded in the register of members of the Applicant at the
close of business two calendar days before the date of such posting. Properly
completed forms of proxy must be lodged with or posted to the transfer
secretaries of the Applicant, Computershare Investor Services 2004
(Proprietary) Limited, 70 Marshall Street, Johannesburg 2001 (PO Box 61051,
Marshalltown, 2107) to be received by no later than 08:30 on Friday, 23
September 2005, or on the business day immediately preceding any adjourned
meeting, or handed to the chairman no later than 10 minutes before the scheme
meeting or adjourned scheme meeting is due to commence. Notwithstanding the
aforegoing, the chairman may approve in his discretion the use of any other
form of proxy.
Scheme members who hold certificated ordinary shares in the Applicant through
a nominee and shareholders who hold dematerialised ordinary shares in the
Applicant through a CSDP or broker and not in `own name` registration form
should timeously inform their nominees, CSDPs or brokers, as the case may be,
to issue them with the necessary authorisation to attend the scheme meeting or
should they not wish to attend the scheme meeting in person, to timeously
provide their nominees, CSDPs or brokers, as the case may be, with their
voting instructions in order for their votes to be represented at the scheme
meeting.
Where there are joint holders of the Applicant`s ordinary shares, any one of
such persons may vote at the scheme meeting in respect of such ordinary shares
as if such joint holder was solely entitled thereto, but if more than one such
joint holders be present or represented at the scheme meeting, that one of the
said persons whose name appears first in the Applicant`s share register or
their proxy, as the case may be, will alone be entitled to vote in respect
thereof.
In terms of the aforementioned Order of Court, the chairman must report the
results of the Scheme Meeting to the above Honourable Court following the
fulfilment of all the suspensive conditions to the scheme which is expected to
be on or about Tuesday, 29 November 2005 at 10:00 or so soon thereafter as
counsel may be heard. A copy of the chairman`s report to the Court will be
available on request to any scheme member, free of charge, at the registered
office of the Applicant during normal business hours at least seven calendar
days prior to the date fixed by the Court for the chairman to report back to
it.
Chairman of the scheme meeting
7 September 2005
Attorneys to the scheme
Knowles Husain Lindsay Inc
4th Floor, The Forum
2 Maude Street
Sandown, Sandton
Tel: (011) 669 6000
Fax: (011) 883 7518
Ref: Mr M J Husain
Date: 07/09/2005 08:01:04 AM
Produced by the JSE SENS Department
