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Sanlam Limited - Notice Of Scheme Meeting
NOTICE OF SCHEME MEETING
IN THE HIGH COURT OF SOUTH AFRICA
(CAPE OF GOOD HOPE PROVINCIAL DIVISION) Case number: 7144/2005
Before the Honourable Ms Acting Justice Goso
In the ex parte application of:
SANLAM LIMITED Applicant
(Incorporated in the Republic of South Africa)
(Registration number 1959/001562/06)
Share code: SLM
ISIN: ZAE000028262
("Sanlam")
NOTICE IS HEREBY GIVEN THAT, in terms of an Order of Court dated Tuesday, 2
August 2005, the High Court of South Africa (Cape of Good Hope Provincial
Division) (the "Court") has ordered that a meeting ("scheme meeting") in terms
of section 311 of the Companies Act, 1973 (Act 61 of 1973), as amended (the
"Companies Act"), of the members of the Applicant, registered as such at 17:00
on Friday, 16 September 2005 ("scheme members"), be held under the
chairmanship of Advocate Schalk Frederic Burger SC, or failing him, Advocate
Petrus Coetsee SC ("the Chairperson"), at the registered office of Sanlam, in
the CR Louw Auditorium, Sanlam Head Office, 2 Strand Road, Bellville at 10:30
on Wednesday, 21 September 2005 or immediately after the preceding general
meeting (whichever is the later) (or any adjourned or postponed date as
determined by the Chairperson ("adjourned meeting" or "postponed meeting"))
for the purpose of considering and, if deemed fit, of approving, with or
without modification, a scheme of arrangement ("the scheme") proposed by
Sanlam between Sanlam and its ordinary shareholders, other than the Sanlam
Share Incentive Trust, the Sanlam Demutualisation Trust, Ubuntu-Botho
Investments (Proprietary) Limited and Genbel Securities Limited ("excluded
parties") ("scheme participants"), provided that the scheme meeting shall not
be entitled to agree to any modification of the scheme which has the effect of
diminishing the rights that are to accrue in terms thereof to scheme
participants.
The implementation of the scheme is subject to fulfilment of the conditions
precedent stated therein including, but not limited to, the sanction of the
above Honourable Court.
The purpose of the scheme meeting is to consider, and if deemed fit, to agree
to the scheme. The basic characteristic of the scheme is that, upon
implementation, Sanlam will repurchase 10% of each scheme participant"s Sanlam
ordinary shares (adjusted in accordance with the following rounding
principles, being the rounding up or down to the nearest whole number of
fractions of Sanlam ordinary shares to be repurchased in terms of the scheme,
on the basis that such fractions will be rounded up to the nearest whole
number if the fraction is equal to or greater than 0.5 of a Sanlam ordinary
share or rounded down to the nearest whole number if the fraction is less than
0.5 of a Sanlam ordinary share), and the scheme participants will receive a
cash consideration of R12.00 for each ordinary share in Sanlam repurchased by
Sanlam pursuant to the scheme, being the volume-weighted average of the market
price of the ordinary shares of Sanlam traded on the JSE Limited for the 5
(five) business days immediately preceding Thursday, 7 July 2005, being the
date before the day on which the Sanlam Board, acting through its duly
authorised sub-committee, approved the price at which the scheme is proposed,
plus a premium of 20 cents per share.
Copies of this notice, the form of proxy (blue) to be used at the scheme
meeting or any adjourned meeting, the scheme, the explanatory statement in
terms of section 312(1) of the Companies Act explaining the scheme and the
Order of Court summoning the scheme meeting, are included in the document to
which this notice is attached and forms part and may be inspected or obtained,
free of charge, during normal business hours, at any time prior to the scheme
meeting, at the registered office of the Applicant, being Sanlam Head Office,
2 Strand Road, Bellville and at the office of the attorneys, Jowell Glyn &
Marais Inc., being Jowell Glyn & Marais House, 4th Floor, 72 Grayston Drive,
Sandown.
Scheme members who hold certificated ordinary shares in the Applicant and
scheme members who hold dematerialised ordinary shares in the Applicant
through a Central Securities Depository Participant ("CSDP") in "own name"
registration form or through the Sanlam Share Accounts (being Sanlam Share
Account (Proprietary) Limited and Sanlam Fundshares Nominee (Proprietary)
Limited) may attend, speak and vote in person at the scheme meeting or any
adjourned or postponed meeting, or may appoint a proxy (who need not be a
member of the Applicant) to attend, speak and vote at the scheme meeting in
the place of such scheme members. A form of proxy (blue) for this purpose is
included in the document which has been posted to all holders of ordinary
shares in the Applicant at their addresses as recorded in the register of
members of the Applicant at the close of business 5 (five) business days
before the date of such posting. Duly completed forms of proxy must be posted
to or lodged with the transfer secretaries of the Applicant, Computershare
Investor Services 2004 (Proprietary) Limited, Private Bag X12, Capemail, 8003
(or if by hand, Ground Floor, 70 Marshall Street, Johannesburg, 2001) to be
received by no later than 10:30 on Monday, 19 September 2005, or 2 (two)
business days immediately preceding any postponed meeting. Notwithstanding the
aforegoing, the Chairperson may approve in the Chairperson"s discretion the
use of any other form of proxy.
Scheme members who hold certificated ordinary shares in the Applicant through a
nominee and shareholders who hold dematerialised ordinary shares in the
Applicant through a CSDP or broker and not in "own name" registration form or
through the Sanlam Share Accounts should timeously inform their nominees, CSDPs
or brokers, as the case may be, to issue them with the necessary authorisation
to attend the scheme meeting or should they not wish to attend the scheme
meeting in person, to timeously provide their nominees, CSDPs or brokers, as
the case may be, with their voting instructions in order for their votes to be
represented at the scheme meeting.
Where there are joint holders of the Applicant"s ordinary shares, any one of
such persons may vote at the scheme meeting in respect of such ordinary shares
as if such joint holder was solely entitled thereto, but if more than one of
such joint holders be present or represented at the scheme meeting, that one of
the said persons whose name appears first in the Applicant"s share register or
their proxy, as the case may be, will alone be entitled to vote in respect
thereof.
In terms of the aforementioned Order of Court, the Chairperson must report the
results of the scheme meeting to the above Honourable Court on Tuesday, 4
October 2005 at 10:00 or so soon thereafter as Counsel may be heard. A copy of
the Chairperson"s report to the Court will be available on request to any
scheme member, free of charge, at the registered office of the Applicant and
the attorneys, at the addresses stated above during normal business hours at
least 7 (seven) calendar days prior to the date fixed by the Court for the
Chairperson to report back to it.
Chairperson of the scheme meeting
Attorneys to the scheme
Jowell, Glyn & Marais Inc.
Tel: (011) 292 6700
Fax: (011) 784 4215
Ref: A Maimonis
c/o Gelb Simon Shapiro & Partners
10th Floor, 2 Long Street
Cape Town, 8001
Date: 18/08/2005 08:00:08 AM Supplied by www.sharenet.co.za
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