| Mon 24 Oct 2005, 15:25 | | Sanlam Limited - Total shares repurchased in terms |
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Sanlam Limited - Total shares repurchased in terms of a Scheme of Arrangement,
Voluntary Offer and General Repurchase
SANLAM LIMITED
(Incorporated in the Republic of South Africa)
Registration number 1959/001562/06
JSE share code: SLM
ISIN: ZAE000070660
NSX share code: SLA
("Sanlam")
TOTAL SHARES REPURCHASED IN TERMS OF A SCHEME OF ARRANGEMENT, VOLUNTARY OFFER
AND GENERAL REPURCHASE
1. Introduction
Sanlam shareholders are referred to the capital management announcement,
dated 11 July 2005, the circular, dated 18 August 2005, relating to a
proposed share repurchase ("the circular") and the announcement relating to
the Court sanctioning of the scheme (as defined below) and the voluntary
offer becoming unconditional, dated 4 October 2005. Shareholders are
reminded that the proposed share repurchase was effected through three
processes:
(i) the scheme of arrangement in terms of section 311 of the
Companies Act ("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 Friday, 21 October
2005 ("the scheme consideration record date"), for the scheme
consideration of R12 per Sanlam share ("the scheme");
(ii) a conditional offer by Sanlam to all Sanlam ordinary shareholders
holding less than 300 Sanlam ordinary shares (after the
implementation of the scheme) on Friday, 21 October 2005 ("offer
participants"), to repurchase in terms of section 85 of the Act,
100% of their remaining shares for the offer consideration of
R13.67 per Sanlam share ("the offer"); and
(iii) a share repurchase in the open market pursuant to the general
authority granted by shareholders to the Board of Directors at
the annual general meeting held on 1 June 2005 ("the general
repurchase").
2. Implementation of the scheme and settlement of the consideration
2.1 The scheme will be implemented on Monday, 24 October 2005 ("the scheme
operative date") in respect of scheme participants registered as such
on the scheme consideration record date. Sanlam repurchased, in
aggregate, 250 426 078 Sanlam ordinary shares in terms of the scheme.
2.2 Dematerialised scheme participants will have their relevant account
with their Central Securities Depository Participant ("CSDP") or
broker reduced by the Sanlam ordinary shares disposed of pursuant to
the scheme on the scheme operative date.
2.3 New share certificates in respect of remaining Sanlam ordinary shares
after the implementation of the scheme will be issued and posted to
Sanlam shareholders electing to retain their remaining shares in
certificated form, by registered post, on Monday, 31 October 2005, or
within seven days of the receipt of the documents of title, if they
were received after the scheme consideration record date.
2.4 The scheme consideration of R12 per share will be paid on or before
Monday, 31 October 2005 (if documents of title have been received on
or prior to the scheme consideration record date, where applicable).
3. Results of the offer and settlement of the consideration
3.1 Tenders for the offer were received in respect of 2 883 411 Sanlam
ordinary shares held by offer participants.
3.2 All valid tenders in respect of the offer have been accepted in full.
3.3 Dematerialised offer participants will have their relevant account
with their CSDP or broker reduced by the Sanlam ordinary shares
disposed of pursuant to the offer on Monday, 24 October 2005.
3.4 The offer consideration of R13.67 per share will be paid on or before
Monday, 31 October 2005.
4. Results of the general repurchase
4.1 Since 8 September 2005 (the day following the end of the closed
period) and up to 14 October 2005 (the last date to trade to
participate in the scheme and offer), Sanlam has cumulatively
repurchased a total of 25 344 586 ordinary shares in terms of the
general repurchase, for a total consideration of R321 129 630 in the
open market. These shares will forthwith be cancelled and restored to
the status of authorised, but unissued shares.
4.2 During the same period as set out in 4.1 Sanlam, through a wholly-
owned subsidiary, has furthermore cumulatively repurchased 15 458 915
shares in terms of the general repurchase, for a total consideration
of R205 646 304 in the open market. These shares will be held as
treasury shares.
4.3 The details of the general repurchase are as follows:
Repurchase period From 8 September to 14 October 2005
Highest price paid during the
repurchase period 1 362 cents per share
Lowest price paid during the
repurchase period 1 210 cents per share
Extent of authority outstanding 54.3 million ordinary shares,
representing 2.0% of the issued
ordinary share capital at 1 June
2005
4.4 The general repurchase was effected through the order book operated by
the JSE Limited ("the JSE") trading system, at prices not exceeding
the limits as prescribed by the JSE, and were done without any prior
arrangement between Sanlam and the counter parties to the trades.
4.5 The general repurchase has been funded from available cash resources.
4.6 The general repurchase had no material effect on the earnings per
share, headline earnings per share, net asset value per share, net
tangible asset value per share or embedded value per share as set out
in the circular.
4.7 Shareholders will be advised of additional shares repurchased in terms
of the general authority in accordance with JSE requirements.
5. Cancellation and delisting of shares repurchased
Sanlam has consequently repurchased 278 654 075 shares in total in terms of
the scheme, the offer and the general repurchase, being equivalent to 10.1%
of its current issued ordinary share capital, which shares will forthwith
be cancelled and restored to the status of authorised, but unissued shares.
Application has been made to the JSE for the delisting of these shares with
effect from the commencement of trading on the JSE on Wednesday, 26 October
2005.
Bellville
24 October 2005
Financial adviser and transactional sponsor
ABSa Corporate & Merchant Bank
Corporate Finance
ABSA Bank Limited,
Reg no 1986/004794/06
Attorneys
JOWELL GLYN & MARAIS
Date: 24/10/2005 03:25:06 PM Produced by the JSE SENS Department
