| Fri 25 Nov 2005, 16:59 | | African Life/ Sanlam/ Momentum - Offer Considerati |
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African Life/ Sanlam/ Momentum - Offer Consideration
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: ZAE000070660
("Sanlam")
Momentum Group Limited
Incorporated in the Republic of South Africa
Registration number: 1904/002186/06
("Momentum")
OFFER CONSIDERATION
1. INTRODUCTION
Shareholders are referred to the announcements released on SENS on 10 August
2005, 8 September 2005 and 27 September 2005, and the circular to African Life
shareholders dated 7 September 2005 relating to:
- a scheme of arrangement in terms of section 311 of the Companies Act, No. 61
of 1973, as amended, proposed by Sanlam between African Life and the African
Life ordinary shareholders other than Sanlam (in respect of African Life
ordinary shares held by the Sanlam Group Companies in the shareholders" funds),
the African Life Employee Shareholders Scheme Trust and African Life Investments
(Proprietary) Limited ("the scheme"); and
- the proposed disposal by African Life of African Life Health (Proprietary)
Limited ("ALH") to Momentum ("the ALH disposal").
2. THE OFFER CONSIDERATION
Shareholders are advised that the ALH disposal has not become unconditional and
therefore, if the scheme becomes unconditional and is implemented (prior to the
ALH disposal becoming unconditional), each scheme participant will receive the
base offer consideration of R22.05 per African Life ordinary share on the
operative date of the scheme which is expected to be on or about Monday, 12
December 2005.
3. POSSIBLE ADDITIONAL DISPOSAL PAYMENTS
3.1 The ALH additional disposal payment
In the event of the ALH disposal becoming unconditional by no later than 15
February 2006, if the scheme becomes unconditional and is implemented, scheme
participants will receive an additional payment to the base offer consideration
of R0.45 per African Life ordinary share.
3.2 The ALH additional third party transaction payment
In the event of the ALH disposal not becoming unconditional by no later than 15
February 2006, if the scheme becomes unconditional and is implemented, a
committee comprising Thomas Alexander Wixley, Tebogo Kgosietsile Solomon
Letlape, William Alexander Jack and Sipho Abednego Nkosi, shall be entitled to
solicit offers for the disposal of ALH to a third party, which transaction is to
be concluded and become unconditional before 31 March 2006 ("the ALH third party
transaction"). In this case, if the scheme becomes unconditional and is
implemented, scheme participants will receive an additional payment on a per
African Life ordinary share basis of 85.5% of any proceeds (net of transaction
costs) above R130 million from the ALH third party transaction.
3.3 The additional disposal payment will, if the scheme becomes unconditional
and is implemented, be paid to scheme participants within five business days
after ALH is disposed of either in terms of the ALH disposal or the ALH third
party transaction. The listing of the African Life ordinary shares on the JSE
Limited ("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 the duration of such period.
4. SUSPENSIVE CONDITIONS TO THE SCHEME
Shareholders are advised that the scheme has not yet become unconditional, the
final suspensive conditions being the approval of the High Court of South Africa
(the "Court") pursuant to section 37 of the Long-term Insurance Act, No. 52 of
1998 (the "LTIA"), the sanctioning of the scheme by the Court in terms of
section 311 of the Companies Act, No. 61 of 1973 (the "Companies Act") and the
registration of the Court order sanctioning the scheme by the Registrar of
Companies. The respective applications to Court to approve the scheme in terms
of the LTIA and sanction the scheme in terms of the Companies Act have been set
down for Tuesday, 29 November 2005. An announcement will be released on SENS
and published in the press once the remaining suspensive conditions have been
fulfilled.
5. FURTHER ANNOUNCEMENTS
An announcement will be released on SENS and published in the press giving
details of any such additional payment.
Johannesburg
25 November 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: 25/11/2005 04:59:04 PM Produced by the JSE SENS Department
