SANLAM LIMITED - SANLAM LIMITED/SANTAM LIMITED - Proposed Acquisition Of An Additional 22.8% Interest In SAHAM Assurance S.A.

SANLAM LIMITED/SANTAM LIMITED - Proposed Acquisition Of An Additional 22.8% Interest In SAHAM Assurance S.A.

 Sanlam Limited
 (Incorporated in the Republic of South Africa)
 Registration number 1959/001562/06
 JSE share code: SLM
 A2X share code: SLM
 NSX share code: SLA
 ISIN: ZAE000070660
 (“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
 (“Santam”)


PROPOSED ACQUISITION OF AN ADDITIONAL 22.8% INTEREST IN SAHAM ASSURANCE S.A. (“SAHAM
ASSURANCE MAROC”)

1.     Introduction and Rationale

       The board of directors of Sanlam Limited ("Sanlam") is pleased to announce that SAN JV (RF)
       Proprietary Limited (“SAN JV”), a subsidiary of Sanlam will increase its direct and indirect stake
       in SAHAM Assurance Maroc to 84.5% by acquiring 22.8% of the issued shares of SAHAM
       Assurance Maroc from Mr Said Alj ("Mr Alj"), including from two entities related to him,
       Sanam Holdings S.A. (“Sanam”) and First Commercial Estate Company S.A.R.L. (collectively the
       “Sellers”), for a total consideration of MAD 1,241 million (i.e. MAD 1,320 per share) (ZAR 1,976
       million; ZAR 2,101 per share)1 (the “Consideration”), payable in cash on the Effective Date,
       which will be funded by Sanlam using debt facilities (the "Transaction").

       SAHAM Assurance Maroc, the leading property and casualty insurer in Morocco, is 61.7%
       owned by SAN JV and has been listed on the Casablanca Stock Exchange since 2010.

       Sanlam sees a number of strategic benefits in increasing its interest in SAHAM Assurance
       Maroc, which includes the following:

            •   Enabling Sanlam, its subsidiaries and associates (the “Sanlam Group”) to deepen its
                direct presence in North and Francophone West Africa as part of Sanlam’s strategy to
                optimise the Pan-Africa portfolio and strengthen its position in core markets;
            •   Enabling Sanlam to explore broad partnerships in the long-term that will further
                support growth in the region; and
            •   Transitioning and elevating our successful partnership with our Moroccan Partner, Mr
                Alj and Sanam Holdings, to Sanlam Group level, without departing from our business
                model of partnering in-country with strategic partners throughout the Sanlam Group.

       Santam, the co-investor alongside Sanlam in SAN JV, is supportive of the Transaction and will
       confirm the extent of its participation following its board meeting in September, though the
       Transaction is not conditional upon this decision.

Closing spot exchange rate of MAD 1 = ZAR1.59221 as at 21 April 2021

2. Overview of the Transaction

   The Transaction is subject to certain conditions including (but not limited to) approvals from the
   relevant regulatory authorities to the extent required both in South Africa and Morocco.

   As part of the Transaction, the Sellers have irrevocably undertaken to reinvest fifty percent of the
   Consideration to acquire shares in Sanlam on the open market at the prevailing share price. These
   shares will be acquired over the next few months and will be held for a minimum two-year period.

   Sanam, chaired and represented by Mr Alj will continue to provide the Sanlam Group with strategic,
   economic and commercial advice on matters related to its activities in Morocco in the years to
   come, ensuring that the Sanlam Group continues to reap the benefit of Sanam’s experience and
   knowledge of the local Moroccan market.

3. Financial information of the Transaction

   As per the latest audited financial statements, prepared using the International Financial Reporting
   Standards, for the year ended 31 December 2020, the net asset value of SAHAM Assurance Maroc
   on 31 December 2020 was MAD 4,731 million and the net profit after tax and minority interests
   for the period was MAD 198 million.

   Post implementation of the Transaction, Sanlam will continue to consolidate its proportionate
   ownership in SAHAM Assurance Maroc in its financial statements and will participate in 81.1%
   (Sanlam’s effective post-Transaction shareholding after allowing for minorities in Santam) of the
   earnings and net asset value of SAHAM Assurance Maroc.

4. JSE transaction categorisation

   In terms of the JSE Listing Requirements, the Transaction is below the Category 2 threshold and
   this announcement is made on a voluntary basis.

5. Effective Date

   The Effective Date will be dependent on the fulfilment of the conditions to the Transaction,
   including regulatory approvals, and is expected to occur immediately after these approvals.

6. Conference call

   A conference call for analysts and investors will take place at 17h00 (South African time) today.
   Investors and analysts who wish to participate in the conference call should register as indicated
   below:

   Please register at https://www.diamondpass.net/3034401 for the call.

   Registered participants will receive their dial-in number upon registration. We advise participants
   to register and dial in 5-10 minutes prior to the commencement of the conference call at 17h00.
   For assistance, please contact Sanlam Investor Relations at +2721 947 8455.


   Access Numbers for Recorded Playback:
   Recorded playback will be available until 26 May 2021.
   Access code for recorded playback: 39494

   South Africa                  010 500 4108

   USA and Canada                1 412 317 0088

   UK                            0 203 608 8021

   Australia                     073 911 1378

   Other Countries               +27 10 500 4108


Bellville
3 May 2021

Enquiries
Sanlam Investor Relations
Phone: +27 21 947 8455
E-mail: ir@sanlam.co.za

Santam Investor Relations
Phone: +27 915 8228
E-Mail: Gloria.TaponNjamo@santam.co.za

Financial Advisors to Sanlam
N.M. Rothschild & Sons Limited
Emerge Invest

Transaction Sponsors to Sanlam
The Standard Bank of South Africa Limited

Legal Advisers to Sanlam
Allen & Overy
Webber Wentzel

Equity Sponsors to Santam
Investec Bank Limited

Date: 03-05-2021 11:00:00
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