| Mon 26 Mar 2007, 9:00 | | SNT/ SNM - Santam Limited - Notice of Scheme Meeti |
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SNT
SNT
SNT/ SNM - Santam Limited - Notice of Scheme Meeting
SANTAM LIMITED
(Incorporated in the Republic of South Africa)
(Registration number 1918/001680/06)
JSE share code: SNT
NSX share code: SNM
ISIN: ZAE000006854
("Santam")
NOTICE OF SCHEME MEETING
IN THE HIGH COURT OF SOUTH AFRICA
(CAPE OF GOOD HOPE PROVINCIAL DIVISION) Case number: 3367/07
on Friday 23 March 2007
In the ex parte application of:
SANTAM LIMITED Applicant
(Incorporated in the Republic of South Africa)
(Registration number 1918/001680/06)
NOTICE IS HEREBY GIVEN THAT, in terms of an order of Court dated Friday 23 March
2007, the High Court of South Africa (Cape of Good Hope Provincial Division)
("Court") has ordered that a meeting ("scheme meeting") in terms of section 311
of the Companies Act, 1973, (Act 61, of 1973) as amended ("the Companies Act")
of the ordinary shareholders of Santam Limited ("Santam") (other than Guardian
National Insurance Company Limited, a wholly-owned subsidiary of Santam ("Santam
Subsidiary")), registered as such at 17:00 on Monday 23 April 2007 ("scheme
members") be held under the chairmanship of Mr Marthinus Theunis Steyn, or
failing him, such other director of Deneys Reitz Attorneys ("chairperson"), at
10:00 at the Auditorium, Santam Head Office, 1 Sportica Crescent, Tyger Valley,
Bellville on Thursday 26 April 2007 (or any adjourned date as determined by the
chairperson ("adjourned meeting")) for the purpose of considering and, if deemed
fit, of approving, with or without modification, a scheme of arrangement ("the
scheme") proposed by Central Plaza Investments 122 (Proprietary) Limited ("BEE
SPV Co") between the Applicant and its ordinary shareholders (other than the
Santam Subsidiary) provided that the scheme meeting shall not be entitled to
agree to any modification of the scheme which has the effect of diminishing the
rights that are to accrue in terms thereof to scheme participants.
The implementation of the scheme is subject to fulfilment of the scheme
conditions stated therein including, but not limited to, the sanctioning of the
scheme by the Court.
The purpose of the scheme meeting is to consider, and if deemed fit, to agree to
the scheme. The basic characteristic of the scheme is that it relates to a
broad-
based black economic empowerment ownership initiative to be implemented by way
of the scheme in terms of which BEE SPV Co will acquire an aggregate of 10% of
Santam`s shares, from all Santam shareholders (other than the Santam
Subsidiary), on a pro rata basis, for a consideration of R82 per Santam share
("the scheme consideration").
Copies of this notice, the proxy form to be used at the scheme meeting or any
adjourned scheme meeting, the scheme, the explanatory statement in terms of
section 312(1) of the Companies Act explaining the scheme and the Order of Court
summoning the scheme meeting, are included in the document to which this notice
is attached and form part thereof and may be inspected or obtained, free of
charge, during normal business hours, at any time prior to the scheme meeting or
any adjourned meeting, at the registered office of Santam, being 1 Sportica
Crescent, Tyger Valley, Bellville and at the office of Santam`s attorneys at
Cape Town, 5th Floor, The Foundry, Prestwich Street, Green Point and at
Johannesburg, 4th Floor, Jowell Glyn & Marais House, 72 Grayston Drive, Sandton.
Scheme members who hold certificated ordinary shares in Santam and scheme
members who hold dematerialised ordinary shares in Santam through a Central
Securities Depository Participant ("CSDP") in "own name" registration form may
attend, speak and vote in person at the scheme meeting or any adjourned meeting,
or may appoint one or more proxies (who need not be members of Santam) to
attend, speak and vote at the scheme meeting in the place of such scheme
members. Proxy forms for this purpose are included in the document which has
been posted to all shareholders of Santam at their addresses as recorded in the
register of members of Santam at the close of business 5 (five) business days
before the date of such posting. Properly completed proxy forms must be lodged
with or posted to the transfer secretaries of Santam, Computershare Investor
Services 2004 (Proprietary) Limited, 70 Marshall Street, Johannesburg, 2001 (PO
Box 61051, Marshalltown, 2107) to be received by no later than 10:00 on Tuesday
24 April 2007, or on the business day immediately preceding any adjourned
meeting, or handed to the chairperson no later than 10 (ten) minutes before the
scheme meeting or adjourned meeting is due to commence. Notwithstanding the
aforegoing, the chairperson may approve in his discretion the use of any other
proxy form.
Scheme members who hold certificated ordinary shares in Santam through a nominee
and shareholders who hold dematerialised ordinary shares in Santam through a
CSDP or broker and not in "own name" registration form should timeously inform
their nominees, CSDPs or brokers, as the case may be, to issue them with the
necessary authorisation to attend the scheme meeting or should they not wish to
attend the scheme meeting in person, to timeously provide their nominees, CSDPs
or brokers, as the case may be, with their voting instructions in order for
their votes to be represented at the scheme meeting.
Where there are joint holders of Santam`s ordinary shares, any one of such
persons may vote at the scheme meeting in respect of such ordinary shares as if
such joint holder was solely entitled thereto, but if more than 1 (one) such
joint holders be present or represented at the scheme meeting, that one of the
said persons whose name appears first in Santam`s share register or their proxy,
as the case may be, will alone be entitled to vote in respect thereof.
In terms of the aforementioned Order of Court, the chairperson must report the
results of the scheme meeting to the Court following the fulfilment of all the
suspensive conditions to the scheme and following settlement of the Sanlam
Limited offer (the terms of which offer were announced to all Santam
shareholders on 27 February 2007) (the "Sanlam offer") which is expected to be
on or about Monday 7 May 2007 at 10:00 or so soon thereafter as Counsel may be
heard; or in the event that the Sanlam offer has lapsed by 31 May 2007 (or such
later date as may be agreed between Sanlam and Santam and announced by them), as
soon as reasonably possible after 31 May 2007 (or such later date).
A copy of the chairperson`s report to the Court will be available on request to
any scheme member, free of charge, at the registered office of Santam and the
office of Santam`s attorneys during normal business hours at least 7 (seven)
calendar days prior to the date fixed by the Court for the chairperson to report
back to it.
Chairperson of the scheme meeting
Attorneys to the scheme
Jowell Glyn & Marais Inc.
5th Floor, The Foundry
Prestwich Street
Green Point, 8005
(PO Box 884, Green Point, 8151)
Ref: (Cape Town)
Roux van der Merwe
Tel: 021 417 3300
Ref: (Johannesburg)
Anastasia Maimonis
Tel: 011 292 6700
Date: 26/03/2007 09:00:51 Produced by the JSE SENS Department.
