| Tue 27 Sep 2005, 7:59 | | Aflife - results of scheme and general meeting |
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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:
*a scheme of arrangement 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 and
* the proposed disposal by African Life of African Life Health (Pty) Ltd to Momentum.
Scheme meeting
At the 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.
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:
*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;
*the approval of the High Court of South Africa (Witwatersrand Local Division) (`the Court`) pursuant to Section 37 of the Long-term Insurance Act;
*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;
*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;
*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);
*the Court granting an order sanctioning the scheme in terms of section 311 of the Act and the Registrar of Companies registering such order; and
*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.
General meeting
The requisite majority of shareholders entitled to vote, passed all resolutions proposed at the general meeting held on Monday, 26 September 2005.
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:
*the approval of the disposal by the Competition Authorities as required in terms of the Competition Act; and
*the scheme having become unconditional.
*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 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) 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 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:
*These dates and times are subject to change. Any such change will be released on SENS and published in the press.
*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.
*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.
*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.
*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.
*All dates and times referred to in this document are South African dates and times.
*The definitions and interpretations as contained in the circular dated 7 September 2005 apply, mutatis mutandis, to this paragraph.
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.
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.
