| Fri 16 Sep 2005, 10:34 | | Sanlam - Offer Price Announcement |
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Sanlam - Offer Price Announcement
Sanlam Limited
(Incorporated in the Republic of South Africa)
Registration number 1959/001562/06
JSE share code: SLM
ISIN: ZAE000028262
NSX share code: SLA
(`Sanlam` or `the Company)
ANNOUNCEMENT IN RESPECT OF THE OFFER PRICE IN TERMS OF THE VOLUNTARY OFFER TO
SHAREHOLDERS
1. INTRODUCTION
Sanlam shareholders are referred to the capital management announcement released
on SENS on 11 July 2005 and published in the press on 12 July 2005 as well as
the circular to shareholders dated 18 August 2005. These detailed, inter alia, a
conditional offer (`the offer`) to all Sanlam ordinary shareholders holding less
than 300 Sanlam ordinary shares (after the implementation of a scheme of
arrangement (`the scheme`) in terms of section 311 of the Companies Act, No. 61
of 1973, as amended (`the Act`)) (`offer shareholders`) to repurchase, in terms
of section 85 of Act, 100% of their shares. The offer is subject to the
implementation of the scheme.
In terms of the scheme, Sanlam will repurchase 10% of the Sanlam ordinary
shares held by scheme participants. As such, Sanlam ordinary shareholders who
hold less than 333 Sanlam ordinary shares before the implementation of the
scheme, will hold less than 300 after its implementation.
2. OFFER CONSIDERATION
In the communications to shareholders referred to above, it was announced that
the offer consideration will be equal to the volume-weighted average market
price of the Sanlam ordinary shares traded on the JSE for the five business days
immediately preceding Friday, 16 September 2005 plus a premium of 20 cents per
Sanlam ordinary share held by offer shareholders who validly accept the offer.
16 September 2005 is the business day preceding the last day on which all
proxies must be lodged for the general meeting convened to consider, and if
deemed fit, approve the special resolutions for the specific repurchase of
shares, in terms of both the scheme and the offer.
The offer consideration has been calculated to be R13.67 per Sanlam ordinary
share held by offer shareholders.
3. SALIENT DATES
2005
Last day to lodge forms of proxy for the general
meeting by 10:00 Monday, 19 September
General meeting to be held at 10:00 Wednesday, 21 September
Scheme meeting to be held at 10:30 (or after
conclusion of the general meeting, if later) Wednesday, 21 September
Offer opens Thursday, 22 September
Court hearing to sanction the scheme Tuesday, 4 October
Announcement regarding the sanctioning of the
scheme and that the offer is unconditional
published on SENS Tuesday, 4 October
Announcement regarding the sanctioning of the
scheme and that the offer is unconditional
published in the press Wednesday, 5 October
Last day to trade to participate in the offer Friday, 14 October
Sanlam ordinary shares trade `ex` the offer Monday, 17 October
Offer record date and closing date of the offer
at 12:00 Friday, 21 October
Offer consideration settlement date Monday, 31 October
Notes:
1. These dates and times are subject to change. Any such change will be
released on SENS and published in the press.
2. Sanlam ordinary shares in their existing form may not be dematerialised or
rematerialised from Monday, 10 October 2005. Sanlam ordinary shares, trading
under its new ISIN number ZAE000070660, may be dematerialised or rematerialised
after Friday, 21 October 2005.
3. Shareholders are reminded that, because the offer is conditional, should they
accept the offer by the closing date, they will not be able to trade their
Sanlam ordinary shares tendered from the date they accept the offer, until and
unless the offer lapses.
4. Sanlam will endeavour to effect payment as soon as possible after the record
date, but by no later than Monday, 31 October 2005.
Bellville
16 September 2005
Corporate adviser and transactional sponsor
ABSA
Corporate and Merchant Bank
Corporate Finance
ABSA Bank Limited
(Registration number 1986/004794/06)
Attorneys
JOWELL GLYN & MARAIS
Date: 16/09/2005 10:33:39 AM
Produced by the JSE SENS Department
