("GENSEC")
(INCORPORATED IN THE REPUBLIC OF SOUTH AFRICA)
(REGISTRATION NUMBER 1977/002124/06)
SANLAM LIMITED
("SANLAM")
(INCORPORATED IN THE REPUBLIC OF SOUTH AFRICA)
(REGISTRATION NUMBER 1959/001562/06)
FURTHER CAUTIONARY ANNOUNCEMENT
SHAREHOLDERS OF GENSEC AND SANLAM ("SHAREHOLDERS") WERE ADVISED, IN A JOINT
CAUTIONARY ANNOUNCEMENT DATED 17 AUGUST 2000, THAT SANLAM IS, SUBJECT TO THE
FINALISATION OF CERTAIN PRE-CONDITIONS (THE "PRE-CONDITIONS"), CONSIDERING
MAKING AN OFFER TO PURCHASE ALL OF THE SHARES IN GENSEC THAT IT DOES NOT
ALREADY OWN (THE "PROPOSED OFFER"). SHAREHOLDERS ARE ADVISED THAT THE PROPOSED
OFFER WILL BE IMPLEMENTED BY WAY OF A SCHEME OF ARRANGEMENT IN TERMS OF SECTION
311 OF THE COMPANIES ACT, 1973, AS AMENDED.
SHAREHOLDERS ARE ALSO ADVISED THAT GENSEC AND SANLAM ARE WORKING TOWARDS THE
FINALISATION OF THE PRE-CONDITIONS INCLUDING OBTAINING THE REQUISITE REGULATORY
APPROVALS. APPLICATION HAS BEEN MADE TO THE MINISTER OF FINANCE THROUGH THE
REGISTRAR OF BANKS IN TERMS OF SECTION 37(2) OF THE BANKS ACT, 1990, AS
AMENDED, TO ENABLE SANLAM TO INCREASE THE SHAREHOLDING IN ITS SUBSIDIARY,
GENSEC TO 100%. A FURTHER ANNOUNCEMENT WILL BE MADE ONCE CLARITY IS AVAILABLE
ON THE LIKELY TIMING AND OUTCOME OF THIS APPLICATION. ACCORDINGLY, SHAREHOLDERS
SHOULD CONTINUE TO EXERCISE CAUTION IN THEIR DEALINGS IN GENSEC AND SANLAM
SHARES.
JOHANNESBURG AND BELLVILLE
14 SEPTEMBER 2000
FINANCIAL ADVISORS TO GENSEC
MORGAN STANLEY DEAN WITTER
MORGAN STANLEY SOUTH AFRICA (PROPRIETARY) LIMITED
(REGISTRATION NUMBER 1994/000261/07)
GENSEC
GENSEC BANK LIMITED
(REGISTRATION NUMBER 1996/004744/06)
FINANCIAL ADVISOR TO SANLAM
CHASE
ROBERT FLEMING SOUTH AFRICA LIMITED
(REGISTRATION NUMBER 1995/011812/06)
LEGAL ADVISOR TO GENSEC
WEBBER WENTZEL BOWENS
JOINT LEGAL ADVISORS TO SANLAM
JOWELL, GLYN &MARAIS INC.
(REGISTRATION NUMBER 1990/000849/21)
CANCA INCORPORATED
(REGISTRATION NUMBER 1996/006459/21)