Wrap Text
Disposal of Afrocentric Distribution Services and Wellworx to Sanlam Life Insurance
AfroCentric Investment Corporation Limited
(Incorporated in the Republic of South Africa)
(Registration number 1988/000570/06)
JSE Code: ACT ISIN: ZAE000078416
("the Company" or "AfroCentric" or "the Group")
DISPOSAL OF AFROCENTRIC DISTRIBUTION SERVICES PROPRIETARY LIMITED AND
WELLWORX PROPRIETARY LIMITED TO SANLAM LIFE INSURANCE LIMITED
1. Introduction and Strategic Rationale
The board of directors of AfroCentric ("AfroCentric Board") is pleased to announce that the Group
has entered into two inter-conditional transactions in terms of which:
- AfroCentric Health (RF) Proprietary Limited ("AfroCentric Health") will dispose of the entire
issued ordinary shares in and claims against AfroCentric Distribution Services Proprietary Limited
("ADS"), together with its wholly owned subsidiaries Tendahealth Proprietary Limited
("Tendahealth") and Afrocentric Financial Services Proprietary Limited ("AFS"), to Sanlam Life
Insurance Limited ("Sanlam Life") for an aggregate consideration of R2.8 million payable in cash
(the "ADS Transaction"); and
- Medscheme Limited will dispose of the entire issued ordinary shares in and claims against
Wellworx Proprietary Limited ("Wellworx") to Sanlam Life for an aggregate consideration of R12.2
million payable in cash (the "Wellworx Transaction"),
(the ADS Transaction and the Wellworx Transaction shall hereinafter jointly be referred to as the
"Transactions").
As part of its Refresh Strategy, AfroCentric aims, through the business of Medscheme Holdings
Proprietary Limited ("Medscheme"), to establish an integrated healthcare offering in collaboration with
its core strategic partner, Sanlam Life. The Transactions serve as critical enablers of this strategic
initiative, supporting the development of a cohesive and comprehensive healthcare ecosystem.
ADS delivers a suite of complementary services to Medscheme's medical scheme clients, including
broker and sales management, strategic marketing, and lead generation. The ADS Transaction will
establish an integrated and scalable distribution platform, spearheaded by its strategic partner,
Sanlam Life, which will actively promote Medscheme's health solutions across its broad customer
base. This strategic alignment is expected to enhance operational efficiency and serve as a catalyst
for growth in medical schemes which Medscheme administers and services.
Wellworx and Tendahealth are authorised financial services providers that advise the public on
medical aid and related health products such as gap cover. The Transactions (insofar as they relate
to Tendahealth and AFS) will enable AfroCentric and Sanlam Life to harness their respective
strengths, consolidate their market position within the open and closed medical schemes administered
by Medscheme, and improve operational efficiency. This collaboration is poised to support sustainable
growth across AfroCentric's health portfolio.
Proceeds from the Transactions will be retained as discretionary capital.
2. Salient terms of the Transactions
All conditions precedent to the Transactions have been fulfilled and the Transactions are wholly
unconditional. The Transactions will become effective three business days after the last of the
conditions precedent were fulfilled (the "Closing Date").
On the Closing Date, Sanlam Life will pay R2.8 million to AfroCentric Health in respect of the ADS
Transaction and R12.2 million to Medscheme Limited in respect of the Wellworx Transaction,
representing the net asset value of the ADS group and Wellworx as at 30 June 2025 respectively, plus
the face value of the respective sale claims as at 30 June 2025.
The Transactions are subject to terms and conditions which are standard for transactions of this
nature.
3. Financial information
Based on the annual financial statements of AfroCentric (prepared in terms of IFRS) for the year ended
31 December 2024, the value of the combined net assets of ADS, Tendahealth, AFS and Wellworx,
is R27 687 554 and the combined losses attributable to the shareholders is R 12 071 850.
4. Categorisation of the Transactions
Sanlam Life is a related party to AfroCentric due to the fact that Sanlam Life is a material shareholder
of AfroCentric.
In terms of section 10 of the JSE Listings Requirements, the Transactions, when aggregated,
constitute a small-related party transaction for AfroCentric.
5. Independent Fairness Opinion
The AfroCentric Board is required to provide the JSE with written confirmation from an independent
professional expert confirming that the terms of the Transactions are fair insofar as AfroCentric
shareholders are concerned (the "Fairness Opinion").
Accordingly, Deloitte & Touche Financial Advisory ("Deloitte"), an independent expert acceptable to
the JSE, has been appointed by the AfroCentric Board to provide a Fairness Opinion.
Deloitte has concluded that the terms of the Transactions are fair as far as the shareholders of
AfroCentric are concerned, and a copy of its Fairness Opinion has been provided to the JSE.
As required in terms of paragraph 10.7(c) of the JSE Listings Requirements, the Fairness Opinion will
lie open for inspection at the registered office of AfroCentric, 37 Conrad Street, Florida North,
Roodepoort, 1709, for a period of 28 days from the date of this announcement. The Fairness Opinion
will also be made available during this period on request by email from AfroCentric's Company
Secretary at Lebohang.Mpumlwana@afrocentrichealth.com.
Johannesburg
24 July 2025
JSE Sponsor to AfroCentric
Questco Corporate Advisory Proprietary Limited
Independent Professional Expert
Deloitte & Touche Financial Advisory (South Africa)
Date: 24-07-2025 09:00:00
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