SANTAM LIMITED - Disposal of shareholding in Indwe by Santam

Disposal of shareholding in Indwe by Santam

SANTAM LIMITED
(Incorporated in the Republic of South Africa)
Registration number: 1918/001680/06
(JSE Share Code: SNT & ISIN ZAE000093779)
NSX share code: SNM
(“Santam”)

DISPOSAL OF SHAREHOLDING IN INDWE BY SANTAM

Further to the SENS announcement published on 30 September 2015,
regarding the partial disposal of Santam Limited’s (“Santam”)
shareholding in Indwe Broker Holdings Proprietary Limited (“Indwe”)
(“the proposed transaction”), the following is hereby announced:

Indwe

Indwe is one of the largest independent brokers in South Africa that
provides personal insurance, business insurance and specialist risk
consulting services to personal, commercial and corporate clients.

Rationale for the proposed transaction

 The proposed transaction, which is subject to regulatory approval,
will establish Indwe as a leading black controlled insurance
transaction brokerage firm in South Africa with direct ties to
Sanlam, further improving the distribution and expansion
opportunities for it business both in South Africa and in Africa

Salient terms of the proposed transaction

  51% of Indwe will be acquired by Ubuntu-Botho Investments
  Proprietary Limited (“UBI”), through its wholly owned subsidiary
  African Rainbow Capital Proprietary Limited;
  Sanlam Limited (“Sanlam”) will acquire 25% of Indwe;
  Santam, via its wholly owned subsidiary Swanvest 120 (Proprietary)
  Limited will retain 24%.

  The purchase price for the sale shares, payable in cash, is based
  on a valuation attributable to 100% of the ordinary issued shares
  in Indwe of R265 000 000 and equates to a purchase price of the
  sale shares of R201 400 000. Excess cash in the business will be
  declared as a dividend to Santam prior to the effective date of
  the transaction;

  The cash proceeds of the sale, once received in cash will be
  managed in Santam’s investment portfolios backing its capital
  funds.

Conditions precedent

The transaction is subject to a number of conditions precedent,
including, inter alia, regulatory approval and the renegotiation of
various licences and service level agreements.

Small related party transaction
Sanlam is a material shareholder in Santam in terms of the JSE
listings requirements. BDO Corporate Finance Proprietary Limited, as
the independent professional expert, has confirmed that the disposal
is fair and their fairness opinion is available for inspection at
Santam’s registered office for a period of 28 days from the date of
this announcement


Cape Town
29 October 2015


Sponsor: Investec Bank Limited

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