Sanlam Posts Scheme Circular for Santam Buyout Vote

In Short: Sanlam’s Proposed Santam Acquisition

Sanlam and Santam say the joint scheme circular for Sanlam’s proposed acquisition of Santam shares it does not already own has been distributed. The deal is structured as a scheme of arrangement, which is a legal process where shareholders vote on a company takeover.

What Happened: How The Scheme Of Arrangement Works

Sanlam, through its wholly-owned subsidiary Sanlam Life Insurance Limited, agreed to make an offer to acquire all issued ordinary shares of Santam, excluding shares held by “Excluded Shareholders.”

The offer is a cash consideration of R505.00 per “Scheme Share.” The announcement puts the aggregate scheme consideration for all scheme shares at approximately R21.2 billion.

Sanlam’s beneficial shareholding in Santam is 68,023,017 Santam shares, representing 61.9% of the issued Santam shares, excluding treasury shares.

The scheme remains subject to fulfilment or waiver of “Scheme Conditions” set out in the circular. This includes approval of the scheme by “Eligible Shareholders.” If the conditions are not met or waived by the “Long Stop Date,” the scheme will not become operative, and Santam shareholders will retain their shares.

The shareholder meeting to approve the scheme is scheduled for 2 December.

Why It Matters: Potential Delisting And Full Ownership

If the scheme is implemented, the listing of all Santam shares will be terminated automatically on the Main Board of the JSE. Applications will also be made to the NSX and A2X to terminate Santam’s listing on those exchanges.

Santam would then become a wholly-owned subsidiary of Sanlam.