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Sanlam - Definitive results of the general meeting and the scheme meeting
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")
SANLAM - DEFINITIVE RESULTS OF THE GENERAL MEETING AND THE SCHEME MEETING
1. INTRODUCTION
Sanlam shareholders are referred to the provisional results announcement
relating to the general meeting of Sanlam shareholders held on Wednesday, 21
September 2005 and the scheme meeting held on Wednesday, 21 September 2005,
released on SENS on Wednesday, 21 September 2005 and published in the press on
Thursday, 22 September 2005 ("the provisional results announcement"). The
provisional results announcement set out the provisional voting results of the
resolutions proposed at the general meeting and the scheme meeting.
Given the size of the Sanlam share register and the importance of the
resolutions proposed at the general and scheme meetings, the respective
chairpersons elected to request Sanlam"s joint auditors, Ernst & Young and
PricewaterhouseCoopers Inc., to verify the provisional voting results referred
to above. The general and scheme meetings had accordingly been adjourned, and
were reconvened on Monday, 26 September 2005 ("the adjourned meetings").
2. DEFINITIVE RESULTS OF THE GENERAL MEETING
At the adjourned general meeting of Sanlam shareholders it was announced that
the one ordinary and two special resolutions proposed (relating to the
repurchase of Sanlam shares in terms of the scheme and the offer) were passed,
without modification, by a majority in number representing 87,90%, 84,72% and
87,28% respectively of the votes exercisable in terms of the JSE regulations by
Sanlam shareholders present and voting at the general meeting in person or by
proxy.
As a result the ordinary resolution and the two special resolutions were passed
by the requisite majority of exercisable votes.
3. DEFINITIVE RESULTS OF THE SCHEME MEETING
At the adjourned scheme meeting it was announced that a majority in number
representing 86,56% of the votes exercisable by Sanlam shareholders present and
voting at the scheme meeting in person or by proxy, approved, without
modification, the scheme.
As a result, the scheme was agreed to by the requisite majority of votes of
scheme members.
4. APPLICATION TO COURT
Application will be made to the Court to sanction the scheme on Tuesday, 4
October 2005 at 10:00 or as soon thereafter as Counsel may be heard. If the
scheme is sanctioned by the Court, the only remaining condition precedent to
which the scheme will be subject, will be the registration of the Order of Court
sanctioning the scheme by the Registrar of Companies.
5. CHAIRPERSON"S REPORT
Copies of the Chairperson"s report on the scheme meeting are available to any
shareholder on request, free of charge, from Tuesday, 27 September 2005 until
Tuesday, 4 October 2005, during normal business hours, at the registered office
of Sanlam, 2 Strand Road, Bellville and at the office of the attorneys, Jowell
Glyn & Marais Inc. at Jowell Glyn & Marais House, 4th Floor, 72 Grayston Drive,
Sandown.
6. SALIENT DATES
2005
Offer opens Tuesday, 27
September
Court hearing to sanction the scheme Tuesday, 4 October
Announcement regarding the sanctioning Tuesday, 4 October
of the scheme and that the offer is
unconditional released on SENS
Announcement regarding the sanctioning Wednesday, 5
of the scheme and that the offer is October
unconditional published in the press
Relevant dates if the scheme is
sanctioned:
Last day to trade to participate in the Friday, 14 October
scheme
Sanlam ordinary shares trade "ex" the Monday, 17 October
scheme
Scheme consideration record date being Friday, 21 October
the date on which scheme participants
must be recorded in the register to
receive the scheme consideration
Operative date of the scheme Monday, 24 October
Termination of listing of shares Monday, 24 October
repurchased in terms of the scheme at
the commencement of business
Scheme consideration settlement date Monday, 31 October
Relevant dates for offer participants:
Last day to trade to participate in the Friday, 14 October
offer
Sanlam ordinary shares trade "ex" the Monday, 17 October
offer
Offer record date and closing date of Friday, 21 October
the offer at 12:00
Termination of listing of shares Monday, 24 October
repurchased in terms of the offer at the
commencement of business
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 before the offer becomes unconditional, 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
26 September 2005
Financial advisor and transactional sponsor
ABSA Corporate & Merchant Bank
Corporate Finance
ABSA Bank Limited
Reg No 1986/004794/06
Attorneys
JOWELL GLYN & MARAIS
Date: 26/09/2005 12:23:40 PM Supplied by www.sharenet.co.za
Produced by the JSE SENS Department
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