| Thu 8 Sep 2005, 11:07 | | African Life/ Sanlam/ Momentum/ - Changes In Salie |
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African Life/ Sanlam/ Momentum/ - Changes In Salient Dates And Times In The
Scheme Of Arrangement To Be Proposed By Sanlam
African Life Assurance Company Limited
(Incorporated in the Republic of South Africa)
(Registration number 1911/003818/06)
JSE code: AFI
ISIN: ZAE000000246
(`African Life`)
Sanlam Limited
(Incorporated in the Republic of South Africa)
(Registration number 1959/001562/06)
JSE code: SLM NSX code: SLA
ISIN: ZAE000028262
(`Sanlam`)
Momentum Group Limited
(Incorporated in the Republic of South Africa)
(Registration number 1904/002186/06)
(`Momentum`)
CHANGES IN SALIENT DATES AND TIMES IN THE SCHEME OF ARRANGEMENT
TO BE PROPOSED BY SANLAM
Shareholders are referred to the African Life announcement dated 10 August
2005 detailing:
the firm intention by Sanlam to acquire the entire issued ordinary shares in
African Life other than the ordinary shares held by Sanlam and its
subsidiaries (save in so far as any of those companies may hold ordinary
shares in African Life on behalf of third parties), the African Life Employee
Shareholders Scheme Trust and African Life Investments (Proprietary) Limited;
and
the proposed disposal by African Life of African Life Health (Proprietary)
Limited (`ALH`) to Momentum (`the ALH disposal`).
African Life shareholders were also informed that the proposed offer by Sanlam
would take the form of a scheme of arrangement (`the scheme`).
Should the ALH disposal be approved and become unconditional on or before the
Friday prior to the Court hearing to sanction the scheme, each African Life
ordinary shareholder, other than Sanlam (in respect of those shares held by
the Sanlam Group Companies in shareholders` funds), the African Life Employee
Shareholders Scheme Trust and African Life Investments (Proprietary) Limited,
recorded in the register on the offer consideration date, who will dispose of
his/her scheme shares and become entitled to receive the offer consideration,
if the scheme becomes operative (`scheme participants`), will receive R22.50
per African Life ordinary share held (the `announced offer consideration`).
The announced offer consideration consists of the base offer consideration of
R22.05 per African Life ordinary share held on the offer consideration record
date plus an amount of R0.45 per African Life ordinary share representing the
ALH additional disposal consideration. Should the ALH disposal not become
unconditional on or before the Friday prior to the Court hearing to sanction
the scheme, scheme participants registered as such on the offer consideration
record date will receive the base offer consideration of R22.05 per African
Life ordinary share.
In the event that the ALH disposal fails to become unconditional by 15
February 2006, a committee comprising four independent non-executive directors
of African Life will attempt to dispose of ALH to a third party, such that the
ALH third party disposal becomes unconditional on or before 31 March 2006
(other than for the approval thereof by the Competition Authorities). Should
the ALH third party disposal occur as envisaged, scheme participants will
receive, in addition to the base consideration, a payment on a per African
Life ordinary share basis of 85.5% of any proceeds (net of transaction costs)
above R130 million.
Revised Salient Dates and Times
Initial Dates - Revised Dates -
Salient Dates and Times 10 August 2005 8 September 2005
Last day to trade in
African Life ordinary
shares in order to
be recorded in the
register to vote
at the scheme meeting
on (note 2) Thursday, 15 September Thursday, 15 September
Voting record date to
determine who may vote
at the scheme
meeting at 17:00 on Thursday, 22 September Thursday, 22 September
Last day to lodge forms
of proxy for the scheme
meeting by 08:30
and for the general
meeting by 09:00 on
(note 3) Friday, 23 September Friday, 23 September
Scheme meeting to be held
at 08:30 and the general
meeting by 09:00
(or immediately after the
conclusion of the
scheme meeting, whichever
is the later time) on Monday, 26 September Monday, 26 September
Results of the scheme
and general meetings
released on SENS on Monday, 26 September Monday, 26 September
Results of the scheme
meeting and general
meetings published
in the press on Tuesday, 27 September Tuesday, 27 September
Expected date of
announcement on whether
announced offer
consideration or
base offer
consideration will be
likely to be paid on
the operative date on Friday, 25 November
Expected date of court
hearing to sanction the
scheme on Tuesday, 22 November Tuesday, 29 November
If the scheme is
sanctioned:
Expected date of
announcement regarding
the sanctioning of
the scheme
released on SENS on Tuesday, 22 November Tuesday, 29 November
Expected date of
announcement regarding
the sanctioning of the
scheme published in
the press on Wednesday, 23 November Wednesday, 30 November
Expected last day to
trade in order to
become a scheme
participant on (note 4) Friday, 25 November Friday, 2 December
Expected date of the
suspension of African
Life ordinary shares
on the JSE from
commencement of trade on Monday, 28 November Monday, 5 December
Expected offer
consideration record
date being the date on
which scheme
participants must be
recorded in the register
to receive the
announced offer
consideration or the
base offer
consideration on Friday, 2 December Friday, 9 December
Expected operative
date of the scheme on Monday, 5 December Monday, 12 December
Expected date on which
the announced offer
consideration or
the base offer
consideration will be
transferred or posted,
as the case may be, to
certificated scheme
participants (if documents
of title are surrendered
on or prior to the offer
consideration record
date) on (note 5) Monday, 5 December Monday, 12 December
Expected date on which
dematerialised scheme
participants have
their accounts
held at their CSDP
or broker credited with
the announced
offer consideration
or the base offer
consideration on Monday, 5 December Monday, 12 December
Expected date of
termination of the
listing of African Life
ordinary shares on
the JSE at
commencement of trade on Tuesday, 6 December Tuesday, 13 December
Notes:
1. These dates and times are subject to change. Any such change will be
released on SENS and published in the press.
2. Shareholders should note that as transactions in ordinary shares are
settled in the electronic settlement system used by STRATE, settlement of
trades takes place five business days after such trade. Therefore shareholders
who acquire ordinary shares after Thursday, 15 September 2005 will not be
eligible to vote at the scheme meeting.
3. If a form of proxy for the scheme meeting is not received by the time and
date shown above, it may be handed to the chairman of the scheme meeting by no
later than 10 minutes before the scheme meeting is due to commence.
4. Ordinary shares may not be dematerialised or rematerialised after Friday, 2
December 2005.
5. Failing receipt of documents of title by the transfer secretaries on or
before the consideration record date, the scheme consideration will be posted
by the transfer secretaries to certificated scheme participants within five
business days of receipt of the documents of title.
6. All dates and times referred to in this document are South African dates
and times.
Documentation
On Wednesday, 7 September 2005 African Life posted a scheme circular to its
shareholders in which revised salient dates and times are published.
Johannesburg
8 September 2005
Corporate advisor to African Life
Metier
Sponsor to African Life
Merrill Lynch South Africa (Pty) Ltd
Registration number 1995/001805/07
Registered Sponsor and Member of the JSE Securities Exchange South Africa
Independent advisor to African Life
KPMG
Corporate law advisor to African Life
EDWARD NATHAN (Proprietary) Limited
Registration No. 2004/005665/07
Reporting accountants to African Life
PricewaterhouseCoopers Inc
Chartered Accountants (SA)
Registered Accountants and Auditors
(Registration no 1998/012055/21)
Attorneys to African Life
KNOWLES HUSAIN LINDSAY INC ATTORNEYS
(Registration number 2000/000004/21)
Corporate advisor
and transactional sponsor to Sanlam
ABSA Corporate & Merchant Bank
Attorneys to Sanlam
JOWELL GLYN & MARAIS
Merchant bank to Momentum
RAND MERCHANT BANK
A division of FirstRand Bank Limited
Attorneys to Momentum
Hofmeyr Herbstein & Gihwala Inc.
Registration number 1997/001523/21
Date: 08/09/2005 10:30:09 AM
Produced by the JSE SENS Department
