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Sanlam partial offer to AfroCentric shareholders wholly unconditional

Published: 2023-05-08 14:40:38 ET
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 Sanlam Life Insurance Limited
 (Incorporated in the Republic of South Africa)
 (Registration No. 1998/021121/06)
 Bond Issuer Code: SMT1
 (“Sanlam Life”)


 SANLAM PARTIAL OFFER TO AFROCENTRIC SHAREHOLDERS WHOLLY UNCONDITIONAL


 Unless otherwise defined in this announcement, words and expressions contained herein shall have the same
 meanings as assigned to them in the combined circular distributed to AfroCentric Shareholders on Thursday,
 8 December 2022 (“Combined Circular”) and available on AfroCentric Investment Corporation Limited’s
 (“AfroCentric”) website (http://www.afrocentric.za.com/inv-circulars.php) and on Sanlam Limited’s (“Sanlam”) website
 (www.sanlam.com/presentations).

 Sanlam Life investors are referred to the Combined Circular, the updated timetable applicable to the Proposed
 Transaction published on SENS on 23 January 2023 and the joint announcement to extend the Offer Closing Date
 published on SENS on 16 March 2023.

1.    OFFER WHOLLY UNCONDITIONAL

      Sanlam and AfroCentric are pleased to advise that all relevant Competition Authorities have granted their
      unconditional approval for the Proposed Transaction and the TRP has issued a compliance certificate in respect of
      the Partial Offer in accordance with sections 119(4)(b) and 121(b) of the Companies Act. The Partial Offer is now
      wholly unconditional and will be implemented in accordance with its terms and the final salient dates and times set
      out below.

2.    SALIENT DATES AND TIMES

     Item                                                                                                        2023
     Last day to trade in AfroCentric Shares in order to be eligible to participate in the Partial   Tuesday, 23 May
     Offer
     AfroCentric Shares trade ex the entitlement to participate in the Partial Offer                   Wednesday, 24
                                                                                                                  May
     Announcement published on SENS in respect of the cash payment for Fractional                    Thursday, 25 May
     Entitlements, based on the VWAP of a Sanlam Share traded on the JSE on Wednesday, 24
     May 2023, discounted by 10%
     Offer Closing Date, at 12:00 on                                                                   Friday, 26 May

     AfroCentric Shareholders who wish to participate in the Partial Offer must tender the
     AfroCentric Shares they wish to sell by this date and time and also elect the Settlement
     Option. If AfroCentric Shareholders do not tender their AfroCentric Shares by this date and
     time, such AfroCentric Shareholders will be deemed to have rejected the Partial Offer and
     will retain their AfroCentric Shares

     Offer Record Date                                                                                 Friday, 26 May
     AfroCentric and Sanlam release a joint announcement on SENS, advising (i) whether                 Friday, 26 May
     Sanlam will acquire more than the Maximum Shares Percentage and (ii) what the Partial
     Offer Percentage is
     Results of the Partial Offer announced on SENS                                                   Monday, 29 May
     AfroCentric and Sanlam release a joint announcement on SENS, advising (i) the 30-day             Monday, 29 May
     VWAP of Sanlam Shares as at close of market on the Offer Record Date and (ii) the number
     of Sanlam Shares which will be delivered in respect of the Consideration Share Election for
     every 1 Partial Offer Share acquired in terms of the Partial Offer, as contemplated in
     paragraph 4.3 of Section B of the Circular
     Offer Operative Date                                                                                             Monday, 29 May
     All Partial Offer Shares credited to Sanlam’s account with its CSDP or Broker                                    Monday, 29 May
     Settlement date in respect of Offer Participants who are Certificated Shareholders and who                       Monday, 29 May
     have lodged their Form of Election and Surrender and Documents of Title with the Transfer
     Secretaries on or prior to the Offer Closing Date, on which date the Offer Consideration and,
     if applicable, Fractional Entitlements (if any) due to such Offer Participant will be settled as
     follows: (i) if elected to be settled wholly in cash, will be paid to the Offer Participant by EFT,
     or (ii) if elected to be settled wholly or partly in Sanlam Shares, will be credited to the Offer
     Participant’s CSDP or Broker account (with the number of Sanlam Shares delivered
     calculated in accordance with the Share Consideration Ratio)
     Settlement date in respect of Offer Participants who are Dematerialised Shareholders, on                         Monday, 29 May
     which date the Offer Consideration and, if applicable, Fractional Entitlements (if any) due to
     such Offer Participant will be credited to the Offer Participant’s CSDP or Broker account
     (with the number of Sanlam Shares delivered, if any, calculated in accordance with the
     Share Consideration Ratio)
     Effective Date, being the date on which Sanlam disposes of the A4S Shares to AfroCentric                         Monday, 29 May
     in consideration for the issue by AfroCentric of the A4S Consideration Shares
     Results of the Partial Offer announced in the press                                                             Tuesday, 30 May
 Notes
       1.   All times indicated in this announcement are SAST.
       2.   Share certificates in respect of AfroCentric Shares may not be Dematerialised or Rematerialised between the last day to
            trade in AfroCentric Shares in order to be eligible to participate in the Partial Offer, being Tuesday, 23 May 2023, and the
            Offer Record Date and Offer Closing Date, being Friday, 26 May 2023, both days inclusive, during which period the
            certificated securities sub-register of AfroCentric’s Register will be closed.
       3.   AfroCentric Shareholders should note that, as transactions in AfroCentric Shares are settled in the electronic settlement
            system used by Strate, settlement of trades takes place 3 Business Days after such trade. Therefore, persons who acquire
            AfroCentric Shares after the last day to trade in order to be eligible to attend and vote at the General Meeting may,
            nevertheless, participate in the Partial Offer provided that (i) such person acquires AfroCentric Shares on or prior to the last
            day to trade in AfroCentric Shares in order to be eligible to participate in the Partial Offer (being Tuesday, 23 May 2023),
            and (ii) holds such AfroCentric Shares on the Offer Record Date.
       4.   Offer Participants should note that acceptances in respect of the Partial Offer are irrevocable except in circumstances
            contemplated in regulation 105(2) of the Takeover Regulations, namely if the Partial Offer (i) has not been declared wholly
            unconditional by midnight on the 65th Business Day after the Offer Opening Date (i.e. Thursday, 16 March 2023), (ii) has
            been declared unconditional as to acceptances, and (iii) still remains subject to other conditions. Therefore, once a Partial
            Offer Participant has accepted the Partial Offer, they will not be able to trade their AfroCentric Shares until the Partial Offer
            is implemented or, if applicable, their acceptance is withdrawn in circumstances contemplated in regulation 105(2) of the
            Takeover Regulations. Offer Participants who have withdrawn an acceptance of the Partial Offer in circumstances
            contemplated in regulation 105(2) of the Takeover Regulations may subsequently again accept the Partial Offer at any time
            on or prior to the last day to trade in order to be eligible to participate in the Partial Offer, being Tuesday, 23 May 2023, but
            should note that, in accordance with regulation 105(4) of the Takeover Regulations, they may withdraw such acceptance
            and re-accept the Partial Offer only once.
       5.   In terms of the Takeover Regulations, the Partial Offer must remain open for at least 10 Business Days after the date that
            it is announced that the Partial Offer is wholly unconditional and will accordingly close on Friday, 26 May 2023.

3.    RESPONSIBILITY STATEMENT

      The board of directors of Sanlam accepts responsibility for the information contained in this announcement insofar
      as it relates to Sanlam. In addition, the Sanlam Board confirms that, to the best of its knowledge and belief, the
      information contained in this announcement, as it relates to Sanlam, is true and correct and, where appropriate,
      does not omit anything that is likely to affect the importance of the information contained herein pertaining to Sanlam
      and that all reasonable enquiries to ascertain such information have been made.

      By order of the Sanlam Board
      Bellville
      08 May 2023

      Exclusive Financial Advisor and Transaction Sponsor to Sanlam Limited
Rand Merchant Bank, a division of FirstRand Bank Limited

Debt sponsor to Sanlam Life Insurance Limited
Absa Bank Limited, acting through its Corporate and Investment Banking division

Legal Advisor to Sanlam Limited
ENSafrica