SANLAM LIFE INSURANCE LIMITED - Sanlam partial offer to AfroCentric shareholders unconditional as to acceptances - SMT1

Sanlam partial offer to AfroCentric shareholders unconditional as to acceptances - SMT1

     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 UNCONDITIONAL AS TO ACCEPTANCES


 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).

       AfroCentric Shareholders are referred to the Combined Circular and the updated timetable applicable to the
       Proposed Transaction published on SENS on 23 January 2023.

1.     LEVEL OF ACCEPTANCES

       Sanlam and AfroCentric are pleased to announce that acceptances have been received in respect of 268 361 529
       AfroCentric Shares, representing 46.4% of the issued share capital of AfroCentric, which exceeds the Minimum
       Shares Percentage of 36.9%. In the circumstances and in accordance with Regulation 102(1) of the Takeover
       Regulations, it is confirmed that the Partial Offer is hereby unconditional as to acceptances and, further, that
       the Partial Offer Condition Precedent detailed in Section B Paragraph 6.2.1 has been fulfilled .

       AfroCentric Shareholders should note that the Proposed Transaction remains subject to the remaining Partial Offer
       Conditions Precedent detailed in Section B Paragraph 6.2 of the Combined Circular. An announcement will be
       released on SENS at the appropriate time declaring the Partial Offer wholly unconditional and/or, if applicable,
       advising of any extension of the Offer Closing Date. It is currently anticipated that this announcement will be
       published on SENS on or about 16 March 2023.


2.     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
       14 February 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

Date: 14-02-2023 03:43:00
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