ZURICH INSURANCE COMPANY S A LTD - Posting of joint circular to shareholders of Zurich

Release Date: 07/08/2015 15:55
Code(s): ZSA
 
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Posting of joint circular to shareholders of Zurich

Zurich Insurance Company South Africa Limited        SA Fire House Limited
(Incorporated in the Republic of South Africa)       (Incorporated in the Republic of South Africa)
Registration number 1965/006764/06                   Registration number 1957/003350/06
ISIN: ZAE000094496
JSE Code: ZSA
(“Zurich” or “the Company”)                          (“SA Fire House”)

POSTING OF JOINT CIRCULAR TO SHAREHOLDERS OF ZURICH

1. POSTING OF JOINT CIRCULAR

Zurich shareholders (“Shareholders”) are referred to the firm intention announcement released on the
Stock Exchange News Service (“SENS”) on 30 July 2015 (“Firm Intention Announcement”) in which they
were advised that SA Fire House had submitted a letter to the board of directors of Zurich constituting a
firm intention by SA Fire House to make an offer to acquire the entire issued ordinary share capital of
Zurich (“Shares”), not already held by SA Fire House, by way of a scheme of arrangement as
contemplated in Chapter 5 of the Companies Act and Chapter 5 of the Companies Regulations, 2011
(“Scheme”), and that the Shares will be delisted from the securities exchange operated by JSE Limited
(“JSE”) subsequent to the implementation of the Scheme.

Further to the Firm Intention Announcement, Shareholders are hereby advised that the independent
expert retained by Zurich in terms of section 114(2) of the Companies Act (“Independent Expert”) has
prepared and issued a report expressing the opinion that the offer consideration for the Scheme is fair
and reasonable to Shareholders; and the independent board of Zurich (“Independent Board”), after due
consideration of the report of the Independent Expert, has determined the Scheme is fair and reasonable
and as such, proposes the Scheme to Shareholders for their consideration. The Independent Board
recommends that Shareholders vote in favour of the Scheme.

Accordingly, all conditions for the posting of the circular as approved by the JSE and the Takeover
Regulation Panel containing the full details of the Scheme (“Circular”) have been fulfilled and
Shareholders are advised that the Circular has been posted to Shareholders today. The Circular contains,
inter alia, the views and recommendations of the Independent Board regarding the Scheme, as well as
the report from the Independent Expert.

2. SCHEME MEETING

Shareholders are hereby given notice that a general meeting of the Company will be held at the
Auditorium, Ground Floor, Zurich, 15 Marshall Street, Ferreirasdorp, Johannesburg, 2001 at 10:00 on
Friday, 4 September 2015, in order to consider and, if deemed fit, pass the resolutions required to
authorise and effect the implementation of the Scheme (“Scheme Meeting”). Notice convening the
Scheme Meeting is attached to, and forms part of, the Circular.

3. IMPORTANT DATES AND TIMES

Action                                                                                      Date
                                                                                            2015

Posting of the Circular to Shareholders and notice convening                    Friday, 7 August
Scheme Meeting released on SENS

Notice convening Scheme Meeting published in the South African                Tuesday, 11 August
press

Last day to trade in Shares in order to be recorded in the                     Friday, 21 August
Register on the Voting Record Date (Voting Last Day to Trade)

Voting Record Date for Shareholders to be recorded in the                      Friday, 28 August
Register in order to be eligible to vote at the Scheme Meeting

Forms of Proxy to be received by the Transfer Secretaries by              Wednesday, 2 September
10:00 on  

Last date and time for Shareholders to give notice to Zurich                 Friday, 4 September
objecting to the Scheme Meeting in terms of section 164 of the
Companies Act by 10:00 on

Scheme Meeting at 10:00 on                                                   Friday, 4 September

Results of Scheme Meeting released on SENS                                   Friday, 4 September

Results of Scheme Meeting published in the South African press               Monday, 7 September

If the Scheme is approved by Zurich Shareholders at the
Scheme Meeting

Last day for Shareholders who voted against the Scheme to                   Friday, 11 September
require Zurich to seek court approval for the Scheme in terms of
section 115(3) of the Companies Act

Last day for Zurich to send notice of adoption of Special                   Friday, 18 September
Resolution to Dissenting Shareholders, in accordance with
section 164(4) of the Companies Act

Last day for a Shareholder who voted against the Scheme to                  Friday, 18 September
apply to court for leave to apply to court for a review of the
Scheme in terms of section 115(3) of the Companies Act

The following dates assume that no court approval or review of the Scheme is required and will be
confirmed in the finalisation announcement if the Scheme becomes unconditional:

Action                                                                                     Date
                                                                                           2015

Expected Fulfilment Date                                                    Friday, 4 September

Finalisation announcement expected to be released on SENS                   Friday, 4 September

Finalisation announcement expected to be published in the South             Monday, 7 September
African press

Expected last day to trade in Shares in order to be recorded in            Friday, 11 September
the Register on the Scheme Record Date (Scheme Last Day to
Trade)

Expected date of suspension of listing of Shares on the JSE                Monday, 14 September

Expected Scheme Record Date on which Shareholders must be                  Friday, 18 September
recorded in the Register to receive the Scheme Consideration

Expected Operative Date of the Scheme                                      Monday, 21 September

Scheme consideration will be sent by EFT or by cheque to                   Monday, 21 September
Certificated Shareholders who have lodged their Form of
Surrender and Transfers with the Transfer Secretary on or prior
to 12:00 on the Scheme Record Date on or about

Dematerialised Scheme Participants expected to have their                  Monday, 21 September
accounts with their CSDP or broker credited with the Scheme
consideration on or about

Expected termination of the listing of the Shares on the JSE at           Tuesday, 22 September
commencement of trade on

Notes

 1. All dates and times in respect of the Scheme are subject to change by mutual agreement between Zurich
    and SA Fire House and the approvals of the JSE and Takeover Regulation Panel.
 2. Shareholders should note that, as transactions in Shares are settled in the electronic settlement system
    used by Strate, settlement of trades takes place five Business Days after such trade. Therefore persons
    who acquire Shares after the Voting Last Day to Trade (i.e. Friday, 21 August 2015) will not be eligible to
    vote at the Scheme Meeting, but will, provided the Scheme is approved and they acquire the Shares on or
    prior to the Scheme Last Day to Trade (expected to be Friday, 11 September 2015), participate in the
    Scheme.
 3. A Shareholder may submit a Form of Proxy at any time before the commencement of the Scheme Meeting
    (or any adjournment of the Scheme Meeting) or hand it to the chairman of the Scheme Meeting before the
    appointed proxy exercises any of the relevant Shareholder’s rights at the Scheme Meeting (or any
    adjournment of the Scheme Meeting), provided that should a Shareholder lodge a Form of Proxy with the
    Transfer Secretaries less than 48 hours (excluding Saturdays, Sundays and official public holidays) before
    the Scheme Meeting, such Shareholder will also be required to furnish a copy of such Form of Proxy to the
    chairman of the Scheme Meeting before the appointed proxy exercises any of such Shareholder’s rights at
    the Scheme Meeting (or any adjournment of the Scheme Meeting).
 4. All times given in this announcement are local times in the Republic of South Africa.
 5. If the Scheme becomes operative, Share certificates may not be dematerialised or rematerialised after the
    Scheme Last Day to Trade.

Johannesburg
7 August 2015

Corporate advisor and sponsor to Zurich
Rand Merchant Bank, a division of FirstRand Bank Limited

Legal advisor to SA Fire House
Norton Rose Fulbright South Africa Inc

Independent Expert
KPMG Services Proprietary Limited

Date: 07/08/2015 03:55:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE'). 
The JSE does not, whether expressly, tacitly or implicitly, represent, warrant or in any way guarantee the truth, accuracy or completeness of
 the information published on SENS. The JSE, their officers, employees and agents accept no liability for (or in respect of) any direct, 
indirect, incidental or consequential loss or damage of any kind or nature, howsoever arising, from the use of SENS or the use of, or reliance on,
 information disseminated through SENS.

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