To view the PDF file, sign up for a MySharenet subscription.

African Life/ Sanlam/ Momentum - Additional Payment Relating To The Disposal Of

Release Date: 14/12/2005 15:52
Code(s): AFI SLM
Wrap Text

African Life/ Sanlam/ Momentum - Additional Payment Relating To The Disposal Of African Life Health (Proprietary) Limited ("ALH") To Momentum 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") ADDITIONAL PAYMENT RELATING TO THE DISPOSAL OF AFRICAN LIFE HEALTH (PROPRIETARY) LIMITED ("ALH") TO MOMENTUM 1. INTRODUCTION Shareholders are referred to the various announcements released on SENS 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 shareholders" funds), the African Life Employee Shareholders Scheme Trust and African Life Investments (Proprietary) Limited (the "scheme"); and - the disposal by African Life of ALH to Momentum (the "ALH disposal"). All regulatory approvals necessary to implement the scheme have been obtained and the final remaining suspensive condition was fulfilled on Thursday, 1 December 2005. Shareholders of African Life are reminded that the operative date of the scheme was Monday, 12 December 2005 on which date payment of the base offer consideration of R22.05 per African Life ordinary share was effected. 2. THE ALH DISPOSAL AND THE ALH ADDITIONAL DISPOSAL PAYMENT Shareholders are advised that the final suspensive condition relating to the ALH disposal, being the approval of the Competition Authorities as required in terms of the Competition Act, No. 89 of 1998, as amended, has not been fulfilled and therefore the ALH disposal has not as yet become unconditional. The Competition Tribunal has approved the ALH disposal subject to there being no overlap in directors appointed by FirstRand Limited to the boards of Discovery Holdings Limited and Momentum respectively after 12 January 2006. The terms of the transaction between African Life and Momentum are such that Momentum may accept in writing the condition imposed by the Competition Tribunal. Momentum and its parent company FirstRand Limited are currently considering the condition set by the Competition Tribunal. If Momentum accepts the condition referred to above, Sanlam will make payment of the ALH additional disposal payment to scheme participants. Failing this, the provisions set out in the "Definitions and Interpretations" section of the circular to African Life shareholders dated 7 September 2005 relating to the "ALH third party transaction" will apply. 3. TERMINATION OF LISTING Since the ALH additional disposal payment or the ALH additional third party payment (if any) will be made after the operative date of the scheme, the listing of the African Life ordinary shares on the JSE Limited ("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. Johannesburg 14 December 2005 Corporate advisor to African Life Metier Sponsor to African Life Merrill Lynch South Africa (Pty) Ltd Independent advisor to African Life KPMG Corporate law advisor to African Life EDWARD NATHAN (PROPRIETARY) LIMITED Corporate Law advisers Registration number 2004/005665/07 Reporting accountants to African Life PricewaterhouseCoopers Inc. Chartered Accountants (SA) Registered Accountants & 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 and Merchant Bank Corporate Finance ABSA Bank Limited (Registration number 1986/004794/06) Attorneys to Sanlam Jowell Glynn & 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: 14/12/2005 03:53:02 PM Supplied by www.sharenet.co.za Produced by the JSE SENS Department

Share This Story