AFROCENTRIC INVESTMENT CORP LIMITED - Sanlam/Afrocentric - Joint update ann regarding the subscription for shares by Sanlam in a subsidiary of Afrocentric

Sanlam/Afrocentric - Joint update ann regarding the subscription for shares by Sanlam in a subsidiary of Afrocentric

SANLAM LIMITED                                    AFROCENTRIC INVESTMENT
(Incorporated in the Republic of South Africa)    CORPORATION LIMITED
(Registration number: 1959/001562/06)             (Incorporated in the Republic of South Africa)
JSE share code: SLM                               (Registration number: 1988/000570/06)
NSX share code: SLA                               JSE Code: ACT
ISIN: ZAE000070660                                ISIN: ZAE000078416
(“Sanlam”)                                        (“AfroCentric” or “ACT”)

JOINT UPDATE ANNOUNCEMENT REGARDING THE SUBSCRIPTION FOR SHARES BY
SANLAM IN A WHOLLY OWNED SUBSIDIARY OF AFROCENTRIC

1.     Introduction

       Shareholders are referred to the detailed joint announcement published on the Stock
       Exchange News Service (“SENS”) on 30 September 2014 and the update set out under
       “Recent Developments” in AfroCentric’s interim financial results dated 30 March 2015,
       wherein they were advised that AfroCentric had accepted an offer from Sanlam in terms of
       which Sanlam, or its nominee, would subscribe for a 28.7% interest in the issued share
       capital of ACT Healthcare Assets Proprietary Limited (“AHA”) a wholly owned subsidiary of
       AfroCentric, which owns 94.1% of AfroCentric Health Limited (“AHL”). AHL owns 100% of
       Medscheme Holdings Proprietary Limited.

       Shareholders are further referred to the AfroCentric announcement published on SENS on
       30 September 2014, wherein they were advised of the acquisition by AfroCentric of certain
       assets (“the WAD Assets”) owned by WAD Holdings Proprietary Limited (“WAD”) and the
       subsequent transfer of the WAD Assets to AHA (“WAD Transaction”). The consideration
       payable for the WAD Assets will be satisfied substantially through the issue of ACT shares.
       The WAD Transaction agreements have been signed and the parties are in the process of
       facilitating the completion of the suspensive conditions to those agreements including final
       Competition Commission approval.

       Shareholders are formally advised that AfroCentric and Sanlam have, on 4 June 2015,
       concluded subscription, shareholder, relationship and co-operation agreements (collectively
       “Subscription Agreements”) in terms of which Sanlam, or its nominee, will subscribe for a
       28.7% interest in the issued share capital of AHA (“Subscription”) for an initial cash
       subscription price of R593.74 million if the WAD Transaction is not implemented on or before
       the date of the Subscription (“Subscription Date”), and will increase by R109.26 million
       (“Further Subscription”) to R703 million when the WAD Transaction is implemented,
       provided that no material adverse change, as defined in the Subscription Agreements, shall
       have occurred between the Subscription Date and the date of implementation of the Further
       Subscription. The Subscription and Further Subscription are collectively the “Sanlam
       Investment”.
        The Subscription and the WAD Transaction are not inter-conditional and each will be
        implemented independently of the other.

2.      Suspensive conditions to the Subscription Agreements

        2.1 The Sanlam Investment is subject to the fulfilment or waiver of, inter alia, the following
            outstanding suspensive conditions on or before 31 August 2015, or such later date as
            may be agreed between the parties: the parties shall have obtained the necessary
            regulatory approvals including, Competition Tribunal approval; and


        2.2 a circular and notice of general meeting shall have been dispatched by AfroCentric to its
            shareholders and the resolutions required to approve the Sanlam Investment shall have
            been passed at a general meeting of AfroCentric shareholders.

3.      Categorisation of the Sanlam Investment

        In the case of AfroCentric, the Sanlam Investment is categorised as a Category 1 transaction
        in terms of the JSE Limited Listings Requirements and requires approval of AfroCentric
        shareholders. A circular incorporating a notice convening a general meeting of AfroCentric
        and setting out information regarding the Sanlam Investment (“Circular”) is being prepared.
        It is expected that the Circular will be despatched to AfroCentric shareholders by mid-July
        2015.

        In the case of Sanlam, the Sanlam Investment is below the Category 2 threshold and this
        announcement is made on a voluntary basis.


Johannesburg
4 June 2015

Sponsor to AfroCentric
Sasfin Capital (a division of Sasfin Bank Limited)

Corporate Advisor to AfroCentric
Sinergi Corporate Advisors (Proprietary) Limited

Joint Legal Advisor to AfroCentric
HR Levin Attorneys, Notaries and Conveyancers

Joint Legal Advisor to AfroCentric
Rothbart Ingham Incorporated

Sponsor to Sanlam
Deutsche Securities (SA) Proprietary Limited

Legal Advisor to Sanlam
Glyn Marais Incorporated

Date: 04/06/2015 02:00:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE'). 
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