| Tue 27 Sep 2005, 7:58 | | African Life - Results of scheme and general meeti |
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African Life/Sanlam/Momentum - Results of scheme and general meeting
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`)
Results of scheme and general meetings
1. Introduction
Shareholders are referred to the joint announcements released on 10 August
2005 and 8 September 2005, and the circular to African Life shareholders dated
7 September 2005 relating to:
1.1 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 African Life
and the African Life ordinary shareholders other than Sanlam and its
subsidiaries in respect of African Life ordinary shares held in the Sanlam
shareholders funds, the African Life Employee Shareholders Scheme Trust and
subsidiaries of African Life (`scheme members`) (`the scheme`); and
1.2 the proposed disposal by African Life of African Life Health (Proprietary)
Limited (`ALH`) to Momentum (`the ALH disposal`).
2. Scheme meeting
At the meeting of scheme members (`scheme meeting`) held on Monday, 26
September 2005, the scheme was approved by 62 of the 70 scheme members present
at the scheme meeting either in person or represented by proxy holding 96,94%
of the total number of shares that were voted at the scheme meeting.
As a result, the scheme was approved by the requisite majority of votes of
scheme members.
3. Suspensive conditions to the scheme
The implementation of the scheme is still subject to the fulfilment or waiver
(as the case may be) of the following suspensive conditions by no later than
31 March 2006:
3.1 the approval of the transaction by the Registrar of Long-term Insurance in
terms of section 26 of the Long-term Insurance Act, No. 52 of 1998, as
amended and all regulations thereto;
3.2 the approval of the High Court of South Africa (Witwatersrand Local
Division) (`the Court`) pursuant to Section 37 of the Long-term Insurance
Act;
3.3 the approval, either unconditionally or subject to such conditions as are
acceptable to Sanlam, of the Competition Authorities as contemplated in the
Competition Act, No. 89 of 1998, as amended;
3.4 the approval, either unconditionally or subject to such conditions as are
acceptable to Sanlam, of the offer to the extent required by the stock
exchange authorities in Kenya and Botswana and the waiver of any
requirement to make an offer to minority shareholders of members of the
African Life Group in Kenya and Botswana provided that Sanlam will consult
with African Life and give African Life an opportunity to procure the
fulfilment hereof through consultations with the relevant regulatory
authorities;
3.5 to the extent required, the approval of the acquisition of Pan Africa
Insurance Holdings Limited under the Kenyan Restrictive Trade Practices,
Monopolies and Price Control Act (Cap 504);
3.6 t he Court granting an order sanctioning the scheme in terms of section
311 of the Act and the Registrar of Companies registering such order; and
3.7 all other regulatory approvals or consents necessary in African countries
other than South Africa in respect of companies in the African Life group
for the implementation of the scheme being obtained, either unconditionally
or subject to such conditions as are acceptable to African Life and Sanlam.
4. General meeting
The requisite majority of shareholders entitled to vote, passed all
resolutions proposed at the general meeting held on Monday, 26 September 2005.
5.Conditions precedent to the ALH disposal
The ALH disposal is subject to the fulfilment of the following suspensive
conditions by no later than 15 February 2006:
5.1 the approval of the disposal by the Competition Authorities as required in
terms of the Competition Act; and
5.2 the scheme having become unconditional.
6. Salient dates
2005
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, 29 November
If the scheme is sanctioned:
Expected date of announcement regarding the
sanctioning of the scheme released on SENS on Tuesday, 29 November
Expected date of announcement regarding the
sanctioning of the scheme published in the press on Wednesday, 30 November
Expected last day to trade in order to become
a scheme participant (note 2) on Friday, 2 December
Expected date of suspension of listing of
African Life ordinary shares on the JSE from
commencement of trade on 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, 9 December
Expected operative date of the scheme
(note 4) on 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)
(notes 3 and 4) on 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
(note 4) on Monday, 12 December
Expected date of termination of the listing of
African Life ordinary shares on the JSE at
commencement of trade (note 5) on 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. Ordinary shares may not be dematerialised or rematerialised after the last
date to trade to participate in the scheme which is expected to be on or
about Friday, 2 December 2005.
3. Failing receipt of documents of title by the transfer secretaries on or
before the offer consideration record date, the offer consideration will be
posted by the transfer secretaries to certificated scheme participants
within five business days of receipt of the documents of title.
4. Should the disposal not become unconditional on or before the Friday prior
to the Court hearing to sanction the scheme, which is expected to be 25
November 2005, scheme participants will only receive the base offer
consideration on the operative date of the scheme which is expected to be
on or about Monday, 12 December 2005. If applicable, the ALH additional
disposal payment or the ALH additional third party transaction payment, as
the case may be, will be paid to scheme participants within five business
days after ALH is disposed of either in terms of the disposal or the ALH
third party transaction. An announcement will be released on SENS and
published in the press giving details of any such additional payment.
5. In the case of the ALH additional disposal payment or the ALH third party
transaction payment being made after the operative date of the scheme as
contemplated in note 4 above, the listing of the African Life ordinary
shares on the JSE will only be terminated on the first business day
following any such additional payment. However the listing of the African
Life ordinary shares on the JSE will remain suspended for such period.
6. All dates and times referred to in this document are South African dates
and times.
7. The definitions and interpretations as contained in the circular dated 7
September 2005 apply, mutatis mutandis, to this paragraph.
7. Chairman`s report
Copies of the Chairman`s report on the scheme meeting will be available on
request, free of charge, from Friday, 18 November 2005 until the date of the
Court hearing to sanction the scheme, expected to be on Tuesday, 29 November
2005, during normal business hours at the registered office of African Life,
African Life Park, 13 West Street, Houghton, Johannesburg, 2198, and at the
office of the chairperson of the scheme meeting, Mr Robert A Cohen, at Bowman
Gilfillan Inc. Attorneys, 165 West Street, Sandown, Sandton, 2196.
8.Further announcement
A further announcement regarding the outcome of the application to Court and
the fulfilment of the remaining conditions precedent and any update to the
salient dates relating to the implementation of the scheme will be published
on or about Tuesday, 29 November 2005.
Johannesburg
27 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
Corporate Law Advisers
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
Corporate Finance
ABSA Bank Limited
Reg No 1986/004794/06
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: 27/09/2005 07:17:46 AM
