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Sanlam - Offer Price Announcement

Release Date: 16/09/2005 10:33
Code(s): SLM
Wrap Text

Sanlam - Offer Price Announcement Sanlam Limited (Incorporated in the Republic of South Africa) Registration number 1959/001562/06 JSE share code: SLM ISIN: ZAE000028262 NSX share code: SLA ("Sanlam" or "the Company) ANNOUNCEMENT IN RESPECT OF THE OFFER PRICE IN TERMS OF THE VOLUNTARY OFFER TO SHAREHOLDERS 1. INTRODUCTION Sanlam shareholders are referred to the capital management announcement released on SENS on 11 July 2005 and published in the press on 12 July 2005 as well as the circular to shareholders dated 18 August 2005. These detailed, inter alia, a conditional offer ("the offer") to all Sanlam ordinary shareholders holding less than 300 Sanlam ordinary shares (after the implementation of a scheme of arrangement ("the scheme") in terms of section 311 of the Companies Act, No. 61 of 1973, as amended ("the Act")) ("offer shareholders") to repurchase, in terms of section 85 of Act, 100% of their shares. The offer is subject to the implementation of the scheme. In terms of the scheme, Sanlam will repurchase 10% of the Sanlam ordinary shares held by scheme participants. As such, Sanlam ordinary shareholders who hold less than 333 Sanlam ordinary shares before the implementation of the scheme, will hold less than 300 after its implementation. 2. OFFER CONSIDERATION In the communications to shareholders referred to above, it was announced that the offer consideration will be equal to the volume-weighted average market price of the Sanlam ordinary shares traded on the JSE for the five business days immediately preceding Friday, 16 September 2005 plus a premium of 20 cents per Sanlam ordinary share held by offer shareholders who validly accept the offer. 16 September 2005 is the business day preceding the last day on which all proxies must be lodged for the general meeting convened to consider, and if deemed fit, approve the special resolutions for the specific repurchase of shares, in terms of both the scheme and the offer. The offer consideration has been calculated to be R13.67 per Sanlam ordinary share held by offer shareholders. 3. SALIENT DATES 2005 Last day to lodge forms of proxy for the general meeting by 10:00 Monday, 19 September General meeting to be held at 10:00 Wednesday, 21 September Scheme meeting to be held at 10:30 (or after conclusion of the general meeting, if later) Wednesday, 21 September Offer opens Thursday, 22 September Court hearing to sanction the scheme Tuesday, 4 October Announcement regarding the sanctioning of the scheme and that the offer is unconditional published on SENS Tuesday, 4 October Announcement regarding the sanctioning of the scheme and that the offer is unconditional published in the press Wednesday, 5 October Last day to trade to participate in the offer Friday, 14 October Sanlam ordinary shares trade "ex" the offer Monday, 17 October Offer record date and closing date of the offer at 12:00 Friday, 21 October Offer consideration settlement date Monday, 31 October Notes: 1. These dates and times are subject to change. Any such change will be released on SENS and published in the press. 2. Sanlam ordinary shares in their existing form may not be dematerialised or rematerialised from Monday, 10 October 2005. Sanlam ordinary shares, trading under its new ISIN number ZAE000070660, may be dematerialised or rematerialised after Friday, 21 October 2005. 3. Shareholders are reminded that, because the offer is conditional, should they accept the offer by the closing date, they will not be able to trade their Sanlam ordinary shares tendered from the date they accept the offer, until and unless the offer lapses. 4. Sanlam will endeavour to effect payment as soon as possible after the record date, but by no later than Monday, 31 October 2005. Bellville 16 September 2005 Corporate adviser and transactional sponsor ABSA Corporate and Merchant Bank Corporate Finance ABSA Bank Limited (Registration number 1986/004794/06) Attorneys JOWELL GLYN & MARAIS Date: 16/09/2005 10:33:39 AM Supplied by www.sharenet.co.za Produced by the JSE SENS Department

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