SANTAM LIMITED - Santam acquires Indwe and announcement regarding a small related party transaction between Santam, ARC and Sanlam

Santam acquires Indwe and announcement regarding a small related party transaction between Santam, ARC and Sanlam

Santam Limited
Incorporated in the Republic of South Africa
Registration number 1918/001680/06
ISIN: ZAE000093779
JSE share code: SNT
NSX share code: SNM
A2X share code: SNT
Debt company code: BISAN
("Santam")


SANTAM ACQUIRES INDWE AND ANNOUNCEMENT REGARDING A SMALL RELATED PARTY
TRANSACTION BETWEEN SANTAM, ARC AND SANLAM

1. Introduction

Santam, ARC Financial Services Investments Proprietary Limited (“ARCFS”) and Sanlam Life
Insurance Limited (“Sanlam”) have reached agreement in terms of which Santam will acquire
76% in the independent brokerage firm Indwe Broker Holdings Proprietary Limited (“Indwe”)
(“the Transaction”). ARCFS currently holds 51%, Sanlam 25% and Santam 24% shareholding
in Indwe. ARCFS is a subsidiary of African Rainbow Capital Proprietary Limited (ARC”) and
Ubuntu-Botho Investments Proprietary Limited (“UBI”). The latter is a shareholder in Sanlam
and Sanlam’s BBBEE partner.

2. Consideration

The purchase consideration (for the remaining 76% shareholding that Santam does not
already own) amounts to R125 million and will be settled in cash on the Transaction closing.

3. Rationale

Santam’s sole ownership of Indwe will simplify the investment and reporting structure, while
maintaining the benefits of UBI and Sanlam’s indirect ownership in Indwe. In support of
Indwe’s strategy to provide segment focused solutions and as part of the Transaction, Indwe’s
corporate and specialist business will be disposed of, to an independently owned entity, while
the personal and commercial business and Indwe BlueStar will remain part of Indwe.

4. Effective Date

The effective date of the Transaction will be the first day of the month following the month
in which the conditions precedent are fulfilled.
5. Conditions precedent

The Transaction is subject to approval by the Competition Authorities and the Prudential
Authority (of the South African Reserve Bank).

6. Financial information

For the financial year to 30 June 2021, Indwe’s net profit after tax amounted to R17 million.
Indwe has a net asset value of R91 million.

7. Related party considerations

Sanlam is the controlling shareholder of Santam and UBI is a material shareholder of Sanlam.
The Transaction constitutes a small related party transaction in terms of Section 10.7 of the
JSE Listings Requirements. Accordingly, Santam is required to provide the JSE with written
confirmation from an independent professional expert confirming whether the terms and
conditions of the Transaction are fair insofar as the shareholders of Santam (“Shareholders”)
are concerned.

8. Independent fairness opinion

In compliance with paragraph 10.7(b) of the JSE Listings Requirements, BDO Corporate
Finance (Pty) Ltd was appointed by Santam as the independent professional expert and has
furnished the Santam board of directors with its opinion (“Fairness Opinion”) expressing that
the terms of the Transaction are fair insofar as the Shareholders are concerned.

The Fairness Opinion is currently being reviewed by the JSE. Shareholders will be advised on
SENS once the Fairness Opinion is finalised and available for inspection.



Bellville, Cape Town

8 November 2021
Sponsor: Investec Bank Limited

Date: 08-11-2021 09:19:00
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