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Sanlam - Provisional Results Of The General Meeting And The Scheme Meeting
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`)
PROVISIONAL RESULTS OF THE GENERAL MEETING AND THE SCHEME MEETING
1. INTRODUCTION
Sanlam shareholders are referred to the circular sent to shareholders dated 18
August 2005 detailing, inter alia:
- a scheme of arrangement in terms of section 311 of the Companies Act, No.
61 of 1973, as amended (`the Act`), proposed by Sanlam between Sanlam and
its ordinary shareholders, other than the Sanlam Limited Share Incentive
Trust, The Sanlam Demutualisation Trust, Ubuntu-Botho Investments
(Proprietary) Limited and Genbel Securities Limited, (`scheme
participants`) for the purpose of repurchasing in terms of section 85 of
the Act, on a pro rata basis, 10% of the Sanlam ordinary shares held by
scheme participants on the scheme consideration record date for the scheme
consideration of R12 per Sanlam share (`the scheme`). The scheme
consideration record date is expected to be Friday, 21 October 2005 should
the scheme be sanctioned by the High Court of South Africa (Cape of Good
Hope Provincial Division) (`the Court`) on Tuesday, 4 October 2005; and
- a conditional offer by Sanlam to all Sanlam ordinary shareholders holding
less than 300 Sanlam ordinary shares (after the implementation of the
scheme) on the offer record date, to repurchase in terms of section 85 of
the Act, 100% of their remaining shares at R13.67 per Sanlam share (`the
offer`). The offer record date is expected to be Friday, 21 October 2005
should the scheme be sanctioned by the Court on Tuesday, 4 October 2005.
2. PROVISIONAL RESULTS OF THE GENERAL MEETING
At the general meeting of Sanlam shareholders held on Wednesday, 21 September
2005, the one ordinary and two special resolutions proposed (relating to the
repurchase of Sanlam shares in terms of the scheme and the offer) were
provisionally passed, without modification, by a majority in number representing
87,9%, 84,7% and 87,3% respectively of the votes exercisable in terms of JSE
regulations by Sanlam shareholders present and voting at the general meeting in
person or by proxy.
3. PROVISIONAL RESULTS OF THE SCHEME MEETINGAt the scheme meeting held on
Wednesday, 21 September 2005, a majority in number representing 84,0% of the
votes exercisable by Sanlam shareholders present and voting at the scheme
meeting in person or by proxy, provisionally approved, without modification, the
scheme.
4. ADJOURNMENT OF MEETINGS
Given the size of the Sanlam share register and the importance of the
resolutions proposed at the general and scheme meetings, the respective
chairpersons elected to request Sanlam`s joint auditors, Ernst & Young and
PricewaterhouseCoopers Inc., to verify the provisional results referred to
above. The general and scheme meetings have accordingly been adjourned to
Monday, 26 September 2005, at 10:00 (general meeting) and 10:30 (scheme meeting)
(or immediately after the general meeting if later) to be held at Sanlam`s Head
Office in Bellville, at which adjourned meetings the definitive results will be
announced, and thereafter released on SENS.
5. APPLICATION TO COURT
Application will be made to the Court to sanction the scheme on Tuesday, 4
October 2005 at 10:00 or as soon thereafter as Counsel may be heard. If the
scheme is sanctioned by the Court, the only remaining condition precedent to
which the scheme will be subject, will be the registration of the Order of Court
sanctioning the scheme by the Registrar of Companies.
6. CHAIRPERSON`S REPORT
Copies of the Chairperson`s report on the scheme meeting are available to any
shareholder on request, free of charge, from Tuesday, 27 September 2005 until
Tuesday, 4 October 2005, during normal business hours, at the registered office
of Sanlam, 2 Strand Road, Bellville and at the office of the attorneys, Jowell
Glyn & Marais Inc. at Jowell Glyn & Marais House, 4th Floor, 72 Grayston Drive,
Sandown.
7. SALIENT DATES
Save for the postponement of the opening of the offer to Tuesday, 27 September
2005, the salient dates and times, announced on Friday, 16 September 2005,
remain unchanged.
Bellville
21 September 2005
Financial advisor and transactional sponsor
ABSA Corporate & Merchant Bank
Corporate Finance
ABSA Bank Limited
Reg No 1986/004794/06
Attorneys
JOWELL GLYN & MARAIS
Date: 21/09/2005 05:40:13 PM
