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Sanlam - Cancellation And Delisting Of Sanlam Shares Repurchased
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" or "the Company")
CANCELLATION AND DELISTING OF SANLAM SHARES REPURCHASED
1 Background - Capital Management
Sanlam shareholders are referred to the capital management announcement,
dated 11 July 2005, the circular relating to a share repurchase, dated 18
August 2005, and the repurchases results announcement, dated 24 October
2005 ("the results announcement"). Shareholders are reminded that Sanlam
effected a share repurchase through three processes:
* a scheme of arrangement in terms of section 311 of the Companies 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 for the scheme consideration of R12 per
Sanlam share ("the scheme");
* 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, to repurchase in terms of
section 85 of the Act, 100% of their remaining shares at R13.67 per
Sanlam share ("the offer"); and
* a share repurchase in the open market pursuant to a general authority
granted to the board of directors by shareholders at the last annual
general meeting ("the general repurchase").
2 Shares repurchased and transferred
2.1 Subsequent to the results announcement, Sanlam has repurchased a
further 423 432 shares following the late receipts of acceptances
pursuant to the offer from shareholders who, in Sanlam"s opinion, had
taken reasonable steps to communicate their acceptance of the offer by
the closing date.
2.2 An additional 79 884 856 shares, representing 50 784 039 shares
repurchased in terms of the general repurchase as well as 29 100 817
shares repurchased by wholly-owned subsidiaries of Sanlam (and held as
treasury stock), pursuant to the general authority granted at the
previous annual general meeting, have furthermore been transferred to
Sanlam.
3 Cancellation and delisting of shares repurchased
The 80 308 288 shares so repurchased and transferred were cancelled and
restored to the status of authorised, but unissued shares. The JSE has
granted approval for the delisting of these shares with effect from the
commencement of trading on the JSE on Thursday, 15 December 2005.
Bellville
14 December 2005
Corporate adviser and transactional sponsor
ABSA
Corporate and Merchant Bank
Corporate Finance
ABSA Bank Limited
(Registration number 1986/004794/06)
Attorneys
JOWELL GLYN & MARAIS
Date: 14/12/2005 01:41:50 PM Produced by the JSE SENS Department
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