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SEKUNJALO INVESTMENTS LIMITED - ACQUISITION OF BONBEN ASSURANCE LIMITED AND

Release Date: 03/11/2004 12:04
Code(s): SKJ
Wrap Text

SEKUNJALO INVESTMENTS LIMITED - ACQUISITION OF BONBEN ASSURANCE LIMITED AND BENMED MEDICAL SCHEME ADMINISTRATORS (PTY) LIMITED Sekunjalo Investments Limited (Incorporated in the Republic of South Africa) (Registration number 1996/006093/06) Share code: SKJ ISIN: ZAE000017893 ("Sekunjalo" or "the company") ACQUISITION OF BONBEN ASSURANCE LIMITED ("BONLIFE") AND BENMED MEDICAL SCHEME ADMINISTRATORS (PROPRIETARY) LIMITED ("BENMED") 1. Introduction Shareholders are advised that Sekunjalo has entered into a letter of understanding with Bensure Management Services (Proprietary) Limited to acquire 60% of the entire issued share capital of Bonlife and 60% of the entire issued share capital of Benmed ("the acquisitions"). Sekunjalo has an option to acquire a further 10% of Bonlife and Benmed respectively from Maximus Productions (Proprietary) Limited which will be exercised on 1 January 2005 ("the effective date"), following which Sekunjalo will hold 70% of Bonlife and Benmed respectively. Upon fulfilment of the conditions precedent referred to in paragraph 6 below, the acquisitions will be effective from the effective date. 2. Nature of business Bonlife is a life assurance underwriting company and Benmed, a medical scheme administrator. 3. Rationale Sekunjalo, as a black economic empowerment group, would like to position itself to provide health care and financial solutions to the poor and emerging black middle-class South Africans. Sekunjalo intends to provide products that are affordable, socially relevant and aligned with the strategic thrust of government policy and the acquisitions place Sekunjalo in a position to participate as a partner in government"s proposed state health insurance fund. 4. Consideration The consideration payable by Sekunjalo for the acquisitions including the exercise of the aforementioned option is R9.1 million. The consideration will be settled through the issue of 15 166 667 Sekunjalo shares at 60 cents per share. 5. Financial effects Based on the published unaudited interim results of Sekunjalo for the 6 months ended 29 February 2004, the pro forma financial effects of the acquisitions on Sekunjalo"s earnings, headline earnings, net asset value ("NAV") and tangible NAV are set out below. The pro forma financial information has been prepared for illustrative purposes only and because of its nature may not give a true picture of Sekunjalo"s financial position and results of operations. Per Sekunjalo Before the After the Percentage ordinary share acquisition acquisition Change s (1) s (2) % Earnings (cents) 630 692(3) 9,8 Headline earnings 150 198(3) 32,2 (cents) NAV (cents) 47,2 48,0(4) 1,6 Tangible NAV (cents) 42,0 44,2(4) 5,3 Notes: 1. Based on the published unaudited interim results of Sekunjalo for the 6 months ended 29 February 2004. 2. Based on the assumption that the acquisitions were effected on 1 September 2003 for income statement purposes and on 29 February 2004 for balance sheet purposes and assuming that Sekunjalo has paid the consideration of R9.1 million. 3. Taking into account Sekunjalo"s effective 70% share of the profits attributable to Bonlife and Benmed for the six month period ended 29 February 2004. 4. For the purpose of the pro forma NAV and NTAV calculation, Sekunjalo has conservatively valued the licences, goodwill and operating systems of the acquisitions at R13 million. 6. Conditions precedent The acquisitions are subject to the fulfilment of, inter alia, any necessary approvals and procedures required by the various regulating authorities requiring their approval. Cape Town 3 November 2004 Sponsor Nedbank Capital Date: 03/11/2004 12:04:06 PM Supplied by www.sharenet.co.za Produced by the JSE SENS Department

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