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African Life/ Sanlam/ Momentum - Additional Payment Relating To The Disposal Of
African Life Health (Proprietary) Limited ("ALH") To Momentum
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")
ADDITIONAL PAYMENT RELATING TO THE DISPOSAL OF AFRICAN LIFE HEALTH (PROPRIETARY)
LIMITED ("ALH") TO MOMENTUM
1. INTRODUCTION
Shareholders are referred to the various announcements released on SENS 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 shareholders" funds), the
African Life Employee Shareholders Scheme Trust and African Life Investments
(Proprietary) Limited (the "scheme"); and
- the disposal by African Life of ALH to Momentum (the "ALH disposal").
All regulatory approvals necessary to implement the scheme have been obtained
and the final remaining suspensive condition was fulfilled on Thursday, 1
December 2005. Shareholders of African Life are reminded that the operative date
of the scheme was Monday, 12 December 2005 on which date payment of the base
offer consideration of R22.05 per African Life ordinary share was effected.
2. THE ALH DISPOSAL AND THE ALH ADDITIONAL DISPOSAL PAYMENT
Shareholders are advised that the final suspensive condition relating to the ALH
disposal, being the approval of the Competition Authorities as required in terms
of the Competition Act, No. 89 of 1998, as amended, has not been fulfilled and
therefore the ALH disposal has not as yet become unconditional. The Competition
Tribunal has approved the ALH disposal subject to there being no overlap in
directors appointed by FirstRand Limited to the boards of Discovery Holdings
Limited and Momentum respectively after 12 January 2006. The terms of the
transaction between African Life and Momentum are such that Momentum may accept
in writing the condition imposed by the Competition Tribunal. Momentum and its
parent company FirstRand Limited are currently considering the condition set by
the Competition Tribunal.
If Momentum accepts the condition referred to above, Sanlam will make payment of
the ALH additional disposal payment to scheme participants. Failing this, the
provisions set out in the "Definitions and Interpretations" section of the
circular to African Life shareholders dated 7 September 2005 relating to the
"ALH third party transaction" will apply.
3. TERMINATION OF LISTING
Since the ALH additional disposal payment or the ALH additional third party
payment (if any) will be made after the operative date of the scheme, the
listing of the African Life ordinary shares on the JSE Limited ("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.
Johannesburg
14 December 2005
Corporate advisor to African Life
Metier
Sponsor to African Life
Merrill Lynch South Africa (Pty) Ltd
Independent advisor to African Life
KPMG
Corporate law advisor to African Life
EDWARD NATHAN (PROPRIETARY) LIMITED
Corporate Law advisers
Registration number 2004/005665/07
Reporting accountants to African Life
PricewaterhouseCoopers Inc.
Chartered Accountants (SA)
Registered Accountants & 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 and Merchant Bank
Corporate Finance
ABSA Bank Limited
(Registration number 1986/004794/06)
Attorneys to Sanlam
Jowell Glynn & 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: 14/12/2005 03:53:02 PM Produced by the JSE SENS Department
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