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Sanlam - Cancellation And Delisting Of Sanlam Shares Repurchased

Release Date: 14/12/2005 13:41
Code(s): SLM
Wrap Text

Sanlam - Cancellation And Delisting Of Sanlam Shares Repurchased Sanlam Limited (Incorporated in the Republic of South Africa) (Registration number: 1959/001562/06) JSE share code: SLM ISIN : ZAE000070660 NSX share code: SLA ("Sanlam" or "the Company") CANCELLATION AND DELISTING OF SANLAM SHARES REPURCHASED 1 Background - Capital Management Sanlam shareholders are referred to the capital management announcement, dated 11 July 2005, the circular relating to a share repurchase, dated 18 August 2005, and the repurchases results announcement, dated 24 October 2005 ("the results announcement"). Shareholders are reminded that Sanlam effected a share repurchase through three processes: * a scheme of arrangement in terms of section 311 of the Companies Act, proposed by Sanlam between Sanlam and its ordinary shareholders other than the Sanlam Limited Share Incentive Trust, The Sanlam Demutualisation Trust, Ubuntu-Botho Investments (Proprietary) Limited and Genbel Securities Limited, ("scheme participants") for the purpose of repurchasing in terms of section 85 of the Act, on a pro rata basis, 10% of the Sanlam ordinary shares held by scheme participants on Friday, 21 October 2005 for the scheme consideration of R12 per Sanlam share ("the scheme"); * a conditional offer by Sanlam to all Sanlam ordinary shareholders holding less than 300 Sanlam ordinary shares (after the implementation of the scheme) on Friday, 21 October 2005, to repurchase in terms of section 85 of the Act, 100% of their remaining shares at R13.67 per Sanlam share ("the offer"); and * a share repurchase in the open market pursuant to a general authority granted to the board of directors by shareholders at the last annual general meeting ("the general repurchase"). 2 Shares repurchased and transferred 2.1 Subsequent to the results announcement, Sanlam has repurchased a further 423 432 shares following the late receipts of acceptances pursuant to the offer from shareholders who, in Sanlam"s opinion, had taken reasonable steps to communicate their acceptance of the offer by the closing date. 2.2 An additional 79 884 856 shares, representing 50 784 039 shares repurchased in terms of the general repurchase as well as 29 100 817 shares repurchased by wholly-owned subsidiaries of Sanlam (and held as treasury stock), pursuant to the general authority granted at the previous annual general meeting, have furthermore been transferred to Sanlam. 3 Cancellation and delisting of shares repurchased The 80 308 288 shares so repurchased and transferred were cancelled and restored to the status of authorised, but unissued shares. The JSE has granted approval for the delisting of these shares with effect from the commencement of trading on the JSE on Thursday, 15 December 2005. Bellville 14 December 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: 14/12/2005 01:41:50 PM Supplied by www.sharenet.co.za Produced by the JSE SENS Department

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