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African Life/ Sanlam/ Momentum - Offer Consideration African Life Assurance Company Limited Incorporated in the Republic of South Africa Registration number: 1911/003818/06 JSE code: AFI ISIN: ZAE000000246 ("African Life") Sanlam Limited Incorporated in the Republic of South Africa Registration number: 1959/001562/06 JSE code: SLM NSX code: SLA ISIN: ZAE000070660 ("Sanlam") Momentum Group Limited Incorporated in the Republic of South Africa Registration number: 1904/002186/06 ("Momentum") OFFER CONSIDERATION 1. INTRODUCTION Shareholders are referred to the announcements released on SENS on 10 August 2005, 8 September 2005 and 27 September 2005, and the circular to African Life shareholders dated 7 September 2005 relating to: - a scheme of arrangement in terms of section 311 of the Companies Act, No. 61 of 1973, as amended, proposed by Sanlam between African Life and the African Life ordinary shareholders other than Sanlam (in respect of African Life ordinary shares held by the Sanlam Group Companies in the shareholders" funds), the African Life Employee Shareholders Scheme Trust and African Life Investments (Proprietary) Limited ("the scheme"); and - the proposed disposal by African Life of African Life Health (Proprietary) Limited ("ALH") to Momentum ("the ALH disposal"). 2. THE OFFER CONSIDERATION Shareholders are advised that the ALH disposal has not become unconditional and therefore, if the scheme becomes unconditional and is implemented (prior to the ALH disposal becoming unconditional), each scheme participant will receive the base offer consideration of R22.05 per African Life ordinary share on the operative date of the scheme which is expected to be on or about Monday, 12 December 2005. 3. POSSIBLE ADDITIONAL DISPOSAL PAYMENTS 3.1 The ALH additional disposal payment In the event of the ALH disposal becoming unconditional by no later than 15 February 2006, if the scheme becomes unconditional and is implemented, scheme participants will receive an additional payment to the base offer consideration of R0.45 per African Life ordinary share. 3.2 The ALH additional third party transaction payment In the event of the ALH disposal not becoming unconditional by no later than 15 February 2006, if the scheme becomes unconditional and is implemented, a committee comprising Thomas Alexander Wixley, Tebogo Kgosietsile Solomon Letlape, William Alexander Jack and Sipho Abednego Nkosi, shall be entitled to solicit offers for the disposal of ALH to a third party, which transaction is to be concluded and become unconditional before 31 March 2006 ("the ALH third party transaction"). In this case, if the scheme becomes unconditional and is implemented, scheme participants will receive an additional payment on a per African Life ordinary share basis of 85.5% of any proceeds (net of transaction costs) above R130 million from the ALH third party transaction. 3.3 The additional disposal payment will, if the scheme becomes unconditional and is implemented, be paid to scheme participants within five business days after ALH is disposed of either in terms of the ALH disposal or the ALH third party transaction. The listing of the African Life ordinary shares on the JSE Limited ("the JSE") will only be terminated on the first business day following any such additional payment. However, the listing of the African Life ordinary shares on the JSE will remain suspended for the duration of such period. 4. SUSPENSIVE CONDITIONS TO THE SCHEME Shareholders are advised that the scheme has not yet become unconditional, the final suspensive conditions being the approval of the High Court of South Africa (the "Court") pursuant to section 37 of the Long-term Insurance Act, No. 52 of 1998 (the "LTIA"), the sanctioning of the scheme by the Court in terms of section 311 of the Companies Act, No. 61 of 1973 (the "Companies Act") and the registration of the Court order sanctioning the scheme by the Registrar of Companies. The respective applications to Court to approve the scheme in terms of the LTIA and sanction the scheme in terms of the Companies Act have been set down for Tuesday, 29 November 2005. An announcement will be released on SENS and published in the press once the remaining suspensive conditions have been fulfilled. 5. FURTHER ANNOUNCEMENTS An announcement will be released on SENS and published in the press giving details of any such additional payment. Johannesburg 25 November 2005 Corporate advisor to African Life Metier Sponsor to African Life Merrill Lynch South Africa (Pty) Ltd Registration number 1995/001805/07 Registered Sponsor and Member of the JSE Securities Exchange South Africa Independent advisor to African Life KPMG Corporate law advisor to African Life Edward Nathan Corporate Law Advisers Edward Nathan (Proprietary Limited) Registration No. 2004/005665/07 Reporting accountants to African Life PricewaterhouseCoopers Inc Chartered Accountants (SA) Registered Accountants and Auditors (Registration no 1998/012055/21) Attorneys to African Life KNOWLES HUSAIN LINDSAY INC ATTORNEYS (Registration number 2000/000004/21) Corporate advisor and transactional sponsor to Sanlam ABSA Corporate & Merchant Bank Corporate Finance ABSA Bank Limited Reg No 1986/004794/06 Attorneys to Sanlam JOWELL GLYN & MARAIS Merchant bank to Momentum RAND MERCHANT BANK A division of FirstRand Bank Limited Attorneys to Momentum Hofmeyr Herbstein & Gihwala Inc. Registration number 1997/001523/21 Date: 25/11/2005 04:59:04 PM Supplied by www.sharenet.co.za Produced by the JSE SENS Department
