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SANLAM
(SANLAM LIMITED FORMERLY KNOWN AS SANKERN (PROPRIETARY) LIMITED)
(INCORPORATED IN THE REPUBLIC OF SOUTH AFRICA)
(REGISTRATION NUMBER 59/01562/06)
("SANLAM LIMITED" OR "THE COMPANY")
ANNOUNCEMENT RELATING TO:
* AN OFFER FOR SUBSCRIPTION OF ORDINARY SHARES OF ONE CENT EACH IN THE SHARE
CAPITAL OF SANLAM LIMITED TO QUALIFYING POLICYHOLDERS, ("THE POLICYHOLDERS'
OFFER");
* A PUBLIC OFFER FOR SUBSCRIPTION OF ORDINARY SHARES OF ONE CENT EACH IN THE
SHARE CAPITAL OF SANLAM LIMITED TO:
- INSTITUTIONAL INVESTORS IN THE REPUBLICS OF SOUTH AFRICA ("SOUTH AFRICA")
AND NAMIBIA ("NAMIBIA"), THE UNITED KINGDOM, THE UNITED STATES OF AMERICA ("THE
UNITED STATES") (IN RELIANCE UPON RULE 144A OF THE US SECURITIES ACT OF 1993),
AND ELSEWHERE, ("THE INSTITUTIONAL OFFER");
- THE CLIENTS OF SANLAM LIMITED AND SANLAM LIFE INSURANCE LIMITED, AND OF
THEIR SUBSIDIARY AND ASSOCIATED COMPANIES, ("THE SANLAM GROUP"), ("THE
PREFERENTIAL RETAIL OFFER");
- RETAIL INVESTORS IN SOUTH AFRICA AND NAMIBIA, ("THE RETAIL OFFER"); AND
- QUALIFYING EMPLOYEES OF THE SANLAM GROUP, ("THE EMPLOYEES OFFER"),
(COLLECTIVELY THE "OFFERS").
CLOSING DATE OF THE POLICYHOLDERS' OFFER,
PREFERENTIAL RETAIL OFFER, RETAIL OFFER
AND EMPLOYEES' OFFER (16:00) 23 NOVEMBER 1998
CLOSING DATE OF THE INSTITUTIONAL OFFER (17:00) 27 NOVEMBER 1998
THE ORDINARY SHARES OFFERED FOR SUBSCRIPTION IN TERMS OF THE PROSPECTUS ISSUED
BY SANLAM LIMITED ON 28 OCTOBER 1998 ("THE PROSPECTUS") WILL RANK PARI PASSU IN
ALL RESPECTS WITH THE EXISTING ORDINARY SHARES OF SANLAM LIMITED IN ISSUE AND
WILL CARRY THE RIGHT TO RECEIVE ALL DIVIDENDS AND OTHER DISTRIBUTIONS DECLARED,
MADE OR PAID ON THE SHARES.
AN ENGLISH COPY OF THE PROSPECTUS WAS REGISTERED BY THE SOUTH AFRICAN REGISTRAR
OF COMPANIES ON 28 OCTOBER 1998, IN TERMS OF SECTION 155 (1) OF THE SOUTH
AFRICAN COMPANIES ACT, 1973 (ACT 61 OF 1973), AS AMENDED AND BY THE NAMIBIAN
REGISTRAR OF COMPANIES ON 28 OCTOBER 1998, IN TERMS OF S155(1) OF THE NAMIBIAN
COMPANIES ACT, 1973 (ACT 61 OF 1973), AS AMENDED.
THIS ANNOUNCEMENT CONTAINS SALIENT INFORMATION IN RESPECT OF THE OFFERS, WHICH
ARE MORE FULLY DETAILED IN THE PROSPECTUS, A COPY OF WHICH IS AVAILABLE ON
REQUEST AS DETAILED IN PARAGRAPH 3 BELOW.
1. SANLAM GROUP'S BUSINESS
THE SANLAM GROUP IS ONE OF THE LONGEST-ESTABLISHED FINANCIAL SERVICES GROUPS IN
SOUTH AFRICA AND IS THE SECOND LARGEST LIFE INSURER AND ASSET MANAGER IN SOUTH
AFRICA WITH OVER TWO MILLION POLICYHOLDERS. AT 31 DECEMBER 1997, SANLAM HAD
INVESTMENT ASSETS UNDER MANAGEMENT OF R158 BILLION (R176 BILLION AT 30 JUNE
1998). IN 1997, SANLAM HAD PREMIUM INCOME OF R25 273 MILLION AND PRO FORMA
OPERATING PROFIT (INCLUDING GENBEL SECURITIES LIMITED, "GENSEC") OF R1 149
MILLION (R11 256 MILLION, AND R914 MILLION RESPECTIVELY, FOR THE SIX MONTHS
ENDED 30 JUNE 1998). THE SANLAM GROUP'S MAIN BUSINESS ACTIVITIES ARE SEPARATED
INTO FOUR CORE FOCUSED BUSINESSES.
* SANLAM PERSONAL FINANCE IS A MAJOR PROVIDER OF LIFE INSURANCE, RETIREMENT
ANNUITIES AND UNIT TRUSTS TO INDIVIDUALS IN SOUTH AFRICA. THESE PRODUCTS ARE
SOLD BY SANLAM LIFE'S OWN-SALES FORCE ADVISERS AND INDEPENDENT BROKERS. IN
1997, SANLAM PERSONAL FINANCE HAD PREMIUM INCOME OF R13 812 MILLION AND
OPERATING PROFIT OF R370 MILLION (R5 420 MILLION AND R368 MILLION RESPECTIVELY
FOR THE SIX MONTHS ENDED 30 JUNE 1998).
* SANLAM EMPLOYEE BENEFITS IS THE SECOND LARGEST PROVIDER OF INVESTMENT AND
RISK PRODUCTS TO GROUP FUNDS AND SCHEMES IN SOUTH AFRICA. IT ALSO PROVIDES FUND
ADMINISTRATION, ACTUARIAL CONSULTING AND PAYROLL AND FUNDS TRANSFER SERVICES.
IN 1997, SANLAM EMPLOYEE BENEFITS HAD PREMIUM INCOME OF R8 154 MILLION AND
OPERATING PROFIT OF R270 MILLION (R3 474 MILLION AND R138 MILLION RESPECTIVELY,
FOR THE SIX MONTHS ENDED 30 JUNE 1998).
* GENSEC'S OPERATIONS INCLUDE EQUITY-RELATED ACTIVITIES, ASSET MANAGEMENT,
BANKING AND PROPERTY MANAGEMENT ACTIVITIES. SANLAM'S HOLDING IN GENSEC
INCREASED TO 66 PERCENT AS A RESULT OF THE MERGER OF SANLAM ASSET MANAGEMENT
AND GENSEC WITH EFFECT FROM 1 JANUARY 1998 ("THE GENSEC MERGER"). SANLAM
CURRENTLY HOLDS 67 PERCENT OF GENSEC. GENSEC (INCLUDING SANLAM ASSET
MANAGEMENT) IS NOW SOUTH AFRICA'S SECOND LARGEST ASSET MANAGER. IN 1997, SANLAM
ASSET MANAGEMENT HAD OPERATING PROFIT OF R339 MILLION. GENSEC (INCLUDING SANLAM
ASSET MANAGEMENT) HAD OPERATING PROFIT OF R454 MILLION FOR THE SIX MONTHS ENDED
30 JUNE 1998.
* SANLAM HEALTH PROVIDES UNDERWRITING AND RISK MANAGEMENT, MANAGED HEALTH-CARE
SERVICES AND ADMINISTRATION SERVICES TO INDIVIDUALS AND BUSINESSES. IN 1997,
SANLAM HEALTH HAD PREMIUM INCOME OF R1 064 MILLION AND OPERATING LOSSES OF R96
MILLION (R436 MILLION AND R80 MILLION RESPECTIVELY FOR THE SIX MONTHS ENDED 30
JUNE 1998).
THE SANLAM GROUP ALSO OWNS:
* 56 PERCENT OF SANTAM LIMITED, WHICH IS THE SECOND LARGEST SHORT-TERM
INSURANCE COMPANY IN SOUTH AFRICA AND ONE OF THE MARKET LEADERS IN THE MOTOR
AND PERSONAL INSURANCE SECTOR IN SOUTH AFRICA; AND
* 23 PERCENT OF ABSA GROUP LIMITED, ONE OF THE LARGEST COMMERCIAL BANKS IN
SOUTH AFRICA.
2. DIRECTORS
THE NAMES, AGES, ADDRESSES AND PRINCIPAL OCCUPATIONS OF THE DIRECTORS OF SANLAM
LIMITED ARE SET OUT BELOW:
NAME (AGE) ADDRESS PRINCIPAL OCCUPATION
MH DALING (52)* 2 STRAND ROAD, BELLVILLE, EXECUTIVE CHAIRMAN
7530 SANLAM LIMITED
AC BAWA (43) UNIVERSITY OF NATAL, DEPUTY VICE-CHANCELLOR
DURBAN, 4041 OF UNIVERSITY OF NATAL
AD BOTHA (45)** 3A SUMMIT ROAD, CHIEF EXECUTIVE OF
DUNKELD WEST, 2196 GENSEC
AS DU PLESSIS (54)** 2 STRAND ROAD, BELLVILLE, EXECUTIVE DIRECTOR
7530 OF ASSOCIATED COMPANIES
AND SERVICES AT SANLAM
LIMITED
K JOWELL (58) GRADUATE SCHOOL OF DIRECTOR OF CADBURY
BUSINESS, UNIVERSITY OF SCHWEPPES SA LIMITED
CAPE TOWN, PRIVATE BAG, AND OTHER COMPANIES
RONDEBOSCH, 7701
DNM MOKHOBO (49) 7 BRANDENHAM HALL, MANAGING DIRECTOR OF
MELLISPARK, RIVONIA, 2128 MBM CHANGE AGENTS
(PROPRIETARY) LIMITED
GE RUDMAN (55)** 2 STRAND ROAD, BELLVILLE, EXECUTIVE DIRECTOR
7530 DEMUTUALISATION AT
SANLAM LIMITED
PEI SWART (56) CNR THIRD AVENUE & CHAIRMAN OF SUPERAMA
KLIPFONTEIN ROAD, ATHLONE, LIMITED
7760
T VOSLOO (61) 40 HEERENGRACHT, CHAIRMAN OF NASPERS
CAPE TOWN, 8001 LIMITED
JPL ALBERTS (55) 3 BLUE GUM BEND, DIRECTOR OF COMPANIES
ELDORAIGNE EXTENSION 3
CENTURION, 0157
HSC BESTER (48)** 2 STRAND ROAD, BELLVILLE, CHIEF EXECUTIVE OF
7530 SANLAM PERSONAL FINANCE
DC BRINK (58) DOUGLAS ROBERTS CENTRE, EXECUTIVE CHAIRMAN OF
22 SKEEN BOULEVARD, MURRAY & ROBERTS
BEDFORDVIEW, 2008 HOLDINGS LIMITED
WM GRINDROD (62) QUADRANT HOUSE, CHAIRMAN OF GRINDROD
115 VICTORIA EMBANKMENT, UNICORN GROUP LIMITED
DURBAN, 4001
DL KEYS (66) 4TH FLOOR, GENCOR BUILDING, DIRECTOR OF COMPANIES
6 HOLLARD STREET
JOHANNESBURG, 2001
P DE V RADEMEYER (51)** 2 STRAND ROAD, BELLVILLE, FINANCIAL DIRECTOR
7530 OF SANLAM LIMITED
P SMIT (61) CNR STATION & GENERAL MANAGER OF
DE KORTE STREET, NATIONAL PRIVATE
BRAAMFONTEIN, 2000 COLLEGES
JJM VAN ZYL (59) KOH-L-NOOR BUILDING, CHAIRMAN OF DISTILLERS
82 MAIN ROAD, CLAREMONT CORPORATION (SA)
7700 LIMITED
* EXECUTIVE DIRECTOR
** ALTERNATE AND EXECUTIVE DIRECTOR
3. PROSPECTUS
COPIES OF THE PROSPECTUS MAY BE OBTAINED DURING BUSINESS HOURS UNTIL 27
NOVEMBER 1998, FROM:
- FLEMING MARTIN SECURITIES LIMITED, 10TH FLOOR, JSE BUILDING, 17 DIAGONAL
STREET, JOHANNESBURG, 2001;
- FLEMING MARTIN SECURITIES LIMITED, 5TH FLOOR, FRANS INDONGO GARDENS, 19 BULOW
STREET, WINDHOEK, NAMIBIA;
- MERCANTILE REGISTRARS LIMITED, 10TH FLOOR, 11 DIAGONAL STREET, JOHANNESBURG,
2001;
- ALL BROKING MEMBERS OF THE JOHANNESBURG STOCK EXCHANGE AND THE NAMIBIAN STOCK
EXCHANGE; AND
- ALL SANLAM OFFICES, SANLAM PROPERTIES BRANCHES, SANLAM HEALTH BRANCHES AND
SANLAM UNIT TRUSTS BRANCHES IN SOUTH AFRICA AND NAMIBIA.
THIS ANNOUNCEMENT DOES NOT FORM PART OF ANY OFFER TO SUBSCRIBE FOR ANY SHARES.
ANY DECISION ON SUBSCRIBING FOR SHARES IN SANLAM LIMITED ("THE SHARES") SHOULD
BE MADE ONLY ON THE BASIS OF INFORMATION CONTAINED IN THE PROSPECTUS. IN
CONNECTION WITH THE OFFERS AND FOR A LIMITED PERIOD AFTER LISTING, TRANSACTIONS
WHICH STABILISE OR MAINTAIN THE MARKET PRICE OF THE SHARES AT A LEVEL WHICH
MIGHT NOT OTHERWISE PREVAIL IN THE OPEN MARKET MAY BE UNDERTAKEN BY SANLAM'S
FINANCIAL ADVISERS USING A QUOTE ON A FOREIGN EXCHANGE IN ACCORDANCE WITH THE
RELEVANT REGULATIONS.
THIS ANNOUNCEMENT IS NOT AN OFFER OF SECURITIES FOR SALE INTO THE UNITED
STATES. THE SHARES MAY NOT BE OFFERED OR SOLD IN THE UNITED STATES UNLESS THEY
ARE REGISTERED OR EXEMPT FROM REGISTRATION. THERE WILL BE NO PUBLIC OFFERING OF
THE SHARES IN THE UNITED STATES.
THE OFFERS ARE SUBJECT TO CERTAIN CONDITIONS WHICH INCLUDE, INTER ALIA, THE
LISTING OF THE SHARES ON THE JOHANNESBURG STOCK EXCHANGE, (THE "LISTING"), THE
DETERMINATION OF THE PRICE OF THE OFFERS AND THE OFFERS NOT HAVING BEEN REVOKED
PRIOR TO LISTING.
BELLVILLE
28 OCTOBER 1998
JOINT GLOBAL CO-ORDINATORS
FLEMINGS
DRESDNER KLEINWORT BENSON
CAZENOVE & CO.
LEGAL ADVISERS TO THE ISSUE
CANCA INCORPORATED
(REGISTRATION NUMBER 96/06459/21)
EDWARD NATHAN & FRIEDLAND INC
(REGISTRATION NUMBER 77/00525/21)
JAN S DE VILLIERS & SON
LEGAL ADVISERS TO THE GLOBAL CO-ORDINATES AS TO:
SOUTH AFRICAN LAW
WEBBER WENTZEL BOWENS
ENGLISH & UNITED STATES LAW
LINKLATERS
CONSULTING ACTUARIES
TILLINGHAST-TOWERS PERRIN
FLEMING MARTIN SECURITIES LTD
REGISTRATION NUMBER 95/11815/06
MEMBER OF THE JOHANNESBURG STOCK EXCHANGE
AUDITORS AND REPORTING ACCOUNTANTS
PRICEWATERHOUSECOOPERS
CHARTERED ACCOUNTANTS (SA)
REGISTERED ACCOUNTANTS AND AUDITORS
ERNST & YOUNG
CHARTERED ACCOUNTANTS (SA)
REGISTERED ACCOUNTANTS AND AUDITORS
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