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AFI SLM
AFI SLM
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").
2. THE ALH DISPOSAL AND THE ALH ADDITIONAL DISPOSAL PAYMENT
On 2 February 2006 the Competition Appeals Court approved the ALH disposal
unconditionally. All the suspensive conditions relating to the ALH disposal have
therefore been fulfilled and the ALH disposal has become unconditional. In
addition to the base offer consideration which was paid on 12 December 2005,
scheme participants will receive payment of R0.45 per African Life ordinary
share (the "ALH additional disposal payment") on the basis set out in paragraph
3 below.
3. SALIENT DATES RELATING TO THE ALH ADDITIONAL DISPOSAL PAYMENT
Payment of the ALH additional disposal payment will be made to scheme
participants who were recorded in the register of African Life on
9 December 2005, as follows:
Date on which the ALH additional disposal payment
will be transferred or posted, as the case may be,
to certificated scheme participants (if documents of
title have been surrendered) on Thursday, 16 February 2006
Date on which dematerialised scheme participants
will have their accounts held at their CSDP or
broker credited with the ALH additional disposal
payment on Thursday, 16 February 2006
4. TERMINATION OF LISTING
The listing of the African Life ordinary shares
on the JSE Limited will be terminated at
commencement of trade on Friday, 17 February 2006.
Johannesburg
3 February 2006
Corporate advisor to African Life
Metier
Sponsor to African Life
Merrill Lynch South Africa (Pty) Ltd
Independent advisor to African Life
KPMG
Corporate and Competition law advisor to African Life
Edward Nathan
Corporate Law Advisers
Reporting accountants to African Life
PricewaterhouseCoopers Inc
Chartered Accountants (SA)
Attorneys to African Life
KNOWLES HUSAIN LINDSAY INC ATTORNEYS
Corporate advisor and transactional sponsor to Sanlam
ABSA Corporate & Merchant Bank
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.
Date: 03/02/2006 05:28:41 PM Produced by the JSE SENS Department
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