NBSX: SLA - Joint Firm Intention Announcement regarding an offer by Sanlam (acting through Sanlam Life) to acquire all of the issued ordinary shares of Santam not already owned by Sanlam Life, by way of a Scheme of Arrangement
===================== Joint Firm Intention Announcement regarding an offer by Sanlam (acting through Sanlam Life) to acquire all of the issued ordinary shares of Santam not already owned by Sanlam Life, by way of a Scheme of Arrangement
SANLAM LIMITED SANTAM LIMITED
(Incorporated in the Republic of South Africa) (Incorporated in the Republic of South Africa)
(Registration number: 1959/001562/06) (Registration number: 1918/001680/06)
JSE Share Code: SLM LEI: 37890092DC55C7D94B35
NSX Share Code: SLA JSE Share Code: SNT & ISIN: ZAE000093779
A2X Share Code: SLM NSX Share Code: SNM
ISIN: ZAE000070660 A2X Share Code: SNT
("Sanlam" or "Sanlam Group") Bond Company Code: BISAN
("Santam")
SANLAM LIFE INSURANCE LIMITED
(Incorporated in the Republic of South Africa)
(Registration number: 1998/021121/06)
LEI: 378900E10332DF012A23
Bond Issuer Code: BISLI
("Sanlam Life")
JOINT FIRM INTENTION ANNOUNCEMENT REGARDING AN OFFER BY SANLAM (ACTING THROUGH SANLAM LIFE) TO ACQUIRE ALL OF THE ISSUED ORDINARY SHARES OF SANTAM NOT ALREADY OWNED BY SANLAM LIFE, EXCLUDING ANY TREASURY SHARES, BY WAY OF A SCHEME OF ARRANGEMENT AND THE SUBSEQUENT DELISTING OF SANTAM
1. INTRODUCTION
1.1 Santam ordinary shareholders ("Santam Shareholders") and Sanlam ordinary
shareholders ("Sanlam Shareholders") are advised that on 5 October 2026 ("Signature
Date"), Santam, Sanlam and Sanlam Life entered into an implementation agreement (the
"Implementation Agreement") in terms of which Sanlam (acting through its wholly owned
subsidiary Sanlam Life, hereinafter collectively referred to as “Sanlam”) agreed to make
an offer to Santam Shareholders to acquire all the issued ordinary shares of Santam
("Santam Shares") excluding the Santam Shares already held by (i) Sanlam Life (or any
other subsidiary of Sanlam) ("Sanlam Subsidiary Shares"); and (ii) any subsidiary of
Santam (the "Treasury Shares", and together with the Sanlam Subsidiary Shares being
the "Excluded Shares"), for a consideration of R505 (five hundred and five rand) per
eligible Santam Share ("Scheme Consideration") to be settled in cash as described in
paragraph 4 below (the "Proposed Transaction"). Sanlam is currently the majority
shareholder in Santam, with an effective shareholding of 62.7% of all issued Santam
Shares (excluding the Treasury Shares), as at 18 September 2026.
1.2 The Proposed Transaction will be implemented by way of a scheme of arrangement in
terms of section 114(1) read with section 115 of the Companies Act, 71 of 2008 (the
"Companies Act"), Chapter 5 of the Companies Regulations, 2011 (the "Takeover
Regulations"), to be proposed by the board of directors of Santam ("Santam Board")
between Santam and Santam Shareholders excluding the Excluded Shares ("Scheme
Participants"), in terms of which Sanlam Life will acquire the Santam Shares of the
Scheme Participants for the Scheme Consideration on the terms and subject to the
conditions precedent ("Scheme Conditions") set out in paragraph 4 below (the
"Scheme").
1.3 Following implementation of the Scheme, the delisting of all of the Santam Shares from
the main board ("Main Board") of the JSE Limited ("JSE") will take place automatically, in
terms of paragraph 1.8 of the JSE Listings Requirements ("JSE Listings Requirements"),
without any additional shareholder approvals being required. An application will be made
to the Namibian Securities Exchange ("NSX") and the A2X Markets ("A2X") for the
termination of listing of the Santam Shares on (i) the Main Board of the NSX; and (ii) the
A2X stock exchange. Consequently, the delisting of the Santam Shares will be effected on
the JSE, NSX and A2X ("Delisting").
1.4 The Proposed Transaction constitutes an affected transaction as defined in section
117(1)(c)(iii) of the Companies Act and, accordingly, will be regulated by Chapter 5 of the
Companies Act, the Takeover Regulations and the Takeover Regulation Panel ("TRP").
1.5 The Proposed Transaction constitutes a Category 2 transaction for Sanlam in terms of the
JSE Listings Requirements and accordingly, no Sanlam shareholder approval is required.
1.6 The purpose of this announcement is to advise Santam Shareholders and Sanlam
Shareholders of the terms and conditions of the Proposed Transaction, in compliance with
regulation 101 of the Takeover Regulations and for Sanlam to issue a Category 2
transaction announcement as required under paragraph 8.13 of the JSE Listings
Requirements.
2. RATIONALE FOR THE PROPOSED TRANSACTION
2.1 Sanlam and Santam share a long-standing commercial partnership spanning more than a
century, built on shared values and a common commitment to excellence in insurance and
financial services. Over time, this relationship has evolved into a strong collaboration, with
Sanlam supporting Santam’s position as the leading general insurer in the South African
market. It has also enabled close alignment across capital, risk and operational structures,
delivering consistent value creation for all stakeholders. The Proposed Transaction
represents a natural next step in this relationship by fully consolidating Sanlam’s ownership
of Santam, and the enlarged, simplified Sanlam Group structure will be better positioned
to leverage its combined expertise, seize emerging market growth opportunities and
continue building on a legacy of shared success. Full ownership goes beyond what the
current controlling-shareholder structure can deliver by removing the structural constraints
associated with a separate listing, unlocking the full strategic and capital flexibility of the
combined Group, and capturing the minority economic interest that today still accrues
outside the Group.
2.2 The Proposed Transaction is anticipated to create meaningful value for Sanlam, Santam
and the enlarged Sanlam Group as set forth below.
2.3 Mutual transaction benefits
2.3.1 Operational efficiency and strategic alignment: Santam being an unlisted
subsidiary of Sanlam will enhance strategic coordination, sharpen strategic
decision-making, simplify governance and reporting across the Sanlam Group.
2.3.2 Enhanced client proposition: The Proposed Transaction supports a more
integrated client proposition across general insurance, life insurance, asset
management and other financial services capabilities, enabling both groups to better
serve clients through a more coordinated offering and enhanced cross-sell
opportunities over time.
2.4 Santam transaction benefits
2.4.1 Attractive liquidity event for minority shareholders: The Proposed Transaction
provides Santam Shareholders with a compelling liquidity and monetisation
opportunity at an attractive premium and certainty of value through an all-cash
consideration.
2.4.2 Long-term shareholder support: Full private ownership underscores Sanlam's
enduring commitment to driving Santam's sustained growth and long-term stability,
with continued access to Sanlam' scale, capital strength, and diversified capabilities
reinforcing Santam's competitive advantage in general insurance. 2.4.3 Reaffirming and accelerating existing strategy: Accelerates Santam's long-term
strategy, strengthening South African leadership, driving international expansion
and scaling ecosystems through broader group partnerships. 2.5 Sanlam transaction benefits
2.5.1 Synergy realisation: The Proposed Transaction unlocks the final layer of cost
synergies by moving from a concurrent listing to a privately held ownership
structure, eliminating duplicated listed-company expenses and associated
governance costs.
2.5.2 Enhanced capital allocation and strategic flexibility: The Proposed Transaction
will provide Sanlam with full ownership of Santam, enabling greater flexibility to
allocate capital, manage intra-group resources and execute strategic initiatives
across the Sanlam Group.
2.5.3 Improved market narrative and simplified Sanlam Group: The Proposed
Transaction simplifies the Sanlam Group structure, strengthens Sanlam's equity
story, enhancing investor understanding of the Sanlam Group. It is also expected to
enhance trading liquidity in Sanlam shares by consolidating multiple listed entry
points into a single platform.
3. OVERVIEW OF THE PARTIES
3.1 Sanlam Group
3.1.1 Established in 1918 as a life insurance company, Sanlam has grown to become the
largest non-banking financial services group in Africa. Sanlam Group is listed on the
JSE, the NSX and A2X, with a market capitalisation of R163.3 billion as at
2 October 2026. Sanlam provides a comprehensive range of financial solutions
across multiple lines of business including life insurance and health, general
insurance, investment management, and credit and structuring.
3.1.2 In South Africa, Sanlam operates through several core clusters: Sanlam Life and
Savings, which houses Sanlam Risk and Savings, Glacier, Retail Mass, Corporate
and Health businesses; Santam, the leading general insurance company in South
Africa in which Sanlam holds a majority shareholding; Sanlam Investments which
includes asset management, wealth management and international investment
operations; and Sanlam Personal Loans and Sanlam Financial Markets, which
provide credit and structured financial solutions.
3.1.3 Beyond South Africa, Sanlam’s operations extend across the African continent
through SanlamAllianz, the strategic joint venture with Allianz SE, and into India
through its strategic partnership with the Shriram Group, providing access to high-
growth emerging markets.
3.1.4 For over 100 years, Sanlam has contributed to financial and socio-economic
development in South Africa, as well as the broader region, empowering generations
to be financially confident, secure and prosperous. Sanlam's commitment to South
Africa as an engaged corporate citizen spans more than a century. Sanlam is an
experienced and credible partner in the region, with strong relationships and aligned
objectives with local and national government bodies and communities, having been
at the forefront of South Africa's financial inclusion, transformation and socio-
economic development since its inception.
3.2 Santam
3.2.1 Santam is South Africa's leading general insurance company, listed on the JSE
since 1964, NSX and A2X, with a market capitalisation of R43.9 billion as at
2 October 2026. Sanlam serves as its majority shareholder and strategic partner,
holding approximately 62.7% of Santam Shares (excluding the Treasury Shares),
as at 18 September 2026. Through its diverse business segments including
Personal Insurance, Commercial Insurance and Specialist Insurance, Santam
provides comprehensive risk management and insurance solutions to individuals,
businesses and institutions across South Africa and select international markets.
Santam’s expertise spans motor, property, liability, engineering, marine and
agricultural insurance. Santam also participates in the international insurance
market through its newly established Lloyd’s syndicate business, which broadens
its specialist underwriting capabilities and provides access to global risk
diversification and reinsurance opportunities. Santam distributes its products and
services through a broad and well-established broker network, direct and
partnership channels and digital platforms, ensuring tailored coverage for a wide
range of clients.
3.2.2 Established in 1918, Santam has built a reputation for reliability, innovation, and
customer-centricity over more than a century. As a trusted partner in the South
African insurance landscape, Santam has consistently demonstrated financial
strength and operational excellence, supporting the country’s economic resilience
and development. Santam is committed to sustainability and social responsibility,
actively investing in technology, community initiatives, and environmental programs.
The company’s longstanding relationships with clients, brokers and other
stakeholders reflect its dedication to service excellence and its pivotal role in
advancing South Africa’s insurance industry.
4. TERMS AND CONDITIONS OF THE SCHEME
4.1 Overview and effects of the Scheme
4.1.1 The Santam Board will propose the Scheme, pursuant to which, if implemented,
Sanlam Life will acquire all of the Santam Shares, excluding the Excluded Shares.
4.1.2 The Scheme will be subject to the fulfilment or waiver, as the case may be, of the
Scheme Conditions set out in paragraph 4.4 below, including obtaining the
necessary approvals from the Financial Surveillance Department of the South
African Reserve Bank (“FinSurv”), the TRP, the Prudential Authority and the JSE.
4.1.3 Following implementation of the Scheme, Santam will be automatically delisted from
the Main Board of the JSE and will become eligible for Delisting subject to an
application to the NSX and the A2X, without any further shareholder approval.
4.2 Scheme Participants
The Scheme Participants shall be all Santam Shareholders, excluding the holders of the
Excluded Shares, who are registered as such in Santam's securities register on the record
date and time to be recorded in Santam's securities register as will be specified in the
Circular (as defined below) in order to be eligible to receive the Scheme Consideration.
4.3 Scheme Consideration
4.3.1 If the Scheme becomes operative, the Scheme Consideration shall be settled in
cash.
4.3.2 Scheme Participants shall receive a cash amount equal to the Scheme
Consideration for every Santam Share held.
4.3.3 The Scheme Consideration represents a premium of 26.6% to the last closing price,
25.0% to the 30-day volume weighted average price, and a premium of 28.6% to
the 90-day volume weighted average price, calculated as at close of market on
2 October 2026, being the closing price on the last trading day prior to the date of
this announcement.
4.4 Scheme Conditions
4.4.1 The Scheme will be subject to the fulfilment and/or waiver, as applicable, of each of
the following Scheme Conditions by no later than the longstop date being
31 March 2027 ("Longstop Date"), or such later date as Sanlam and Santam may
from time to time agree in writing and be approved by the TRP provided that the
Long Stop Date shall in no circumstances be later than 01 October 2027:
4.4.1.1 the Independent Expert (as defined in paragraph 16.2 below) appointed by
Santam's independent board of directors ("Independent Board") provides
the Independent Expert Report (as defined in paragraph 16.2 below and
containing the requirements under section 114(3) of the Companies Act) to
the Independent Board, confirming that the Scheme Consideration is fair and
reasonable to the Scheme Participants;
4.4.1.2 all the necessary approvals and/or resolutions of the Scheme Participants
including the special resolution approving the Scheme having been approved
in accordance with Section 115(2) of the Companies Act ("Scheme
Resolution") by the requisite majority of at least 75% of the voting rights
exercised at the general meeting (present or represented by proxy) of the
Scheme Participants to be convened to consider and vote on the Scheme
Resolution ("General Meeting");
4.4.1.3 in respect of appraisal rights afforded to Scheme Participants in terms of
Sections 115(8) and 164 of the Companies Act ("Appraisal Rights"), either:
4.4.1.3.1 no Scheme Participant gives notice objecting to the Scheme
Resolution, as contemplated in section 164(3) of the Companies Act,
or votes against the Scheme Resolution at the General Meeting; or
4.4.1.3.2 Scheme Participants give notice objecting to the Scheme Resolution
as contemplated in section 164(3) of the Companies Act and vote
against the Scheme Resolution at the General Meeting in respect of
not more than 3% of the Santam Shares (excluding the Excluded
Shares); or
4.4.1.3.3 if Scheme Participants give notice objecting to the Scheme Resolution,
as contemplated in section 164(3) of the Companies Act, and vote
against the Scheme Resolution at the General Meeting in respect of
more than 3% of the Santam Shares (excluding the Excluded Shares),
then, within the time period permitted in terms of the Companies Act,
such dissenting Santam Shareholders have not exercised Appraisal
Rights, by giving valid demands in terms of sections 164(5) to 164(8)
of the Companies Act, in respect of more than 3% of all the Santam
Shares (excluding the Excluded Shares), or not at all,
provided that this Scheme Condition will not fail unless and until on or before
the Longstop Date, Sanlam gives Santam written notice that this Scheme
Condition has failed;
4.4.1.4 if the Scheme Resolution is opposed by 15% or more of the voting rights
exercised on the Scheme Resolution and, within 5 (five) business days after
the vote, any person who voted against the Scheme Resolution requires
Santam to seek approval of a South African court of competent jurisdiction
("Court") in terms of Section 115(3)(a) as read with Section 115(5) of the
Companies Act, the Court having approved the implementation of the
Scheme or Santam not treating the Scheme Resolution as a nullity, as
contemplated in section 115(5)(b) of the Companies Act;
4.4.1.5 if any person who voted against the Scheme Resolution applies to Court for
a review of the Scheme in terms of Section 115(3)(b) and Section 115(6) of
the Companies Act: either (i) the Court having declined to grant leave to that
person for a review of the Scheme Resolution; or (ii) if leave for a review of
the Scheme Resolution is granted by the Court, the Court having declined to
set aside the Scheme Resolution in accordance with Section 115(7) of the
Companies Act;
4.4.1.6 all regulatory approvals, consents and/or waivers required to implement the
Scheme are obtained, being either unconditional or subject only to any
obligation, undertaking, condition or qualification, which Sanlam is willing to
accept, acting reasonably, and such regulatory approvals, consents and/or
waivers include but are not limited to:
4.4.1.6.1 approval having been granted by the FinSurv as required in terms of
the South African Exchange Control Regulations (promulgated in terms
of the South African Currency and Exchanges Act, 9 of 1933);
4.4.1.6.2 such approvals as are required in terms of the JSE Listings
Requirements having been granted by the JSE;
4.4.1.6.3 such approvals required to be granted by the Prudential Authority
and/or the Financial Sector Conduct Authority having been granted,
including approval from the Prudential Authority in terms of (i)
section 158(4) of the Financial Sector Regulation Act, 2017 as read
with section 17(2) of the Insurance Act, 2017; and (ii) sections 50 and
51 of the Insurance Act, 2017; and
4.4.1.6.4 any other regulatory approvals, consents or waivers which may be
required from any regulatory authority in order for Sanlam Life to
acquire the Santam Shares (excluding the Excluded Shares) pursuant
to the Scheme,
but specifically excluding the TRP;
4.4.1.7 the Independent Board does not withdraw, modify or qualify its
recommendation to Santam Shareholders to vote in favour of the Scheme
Resolution at the General Meeting; and
4.4.1.8 on or by the date on which all the Scheme Conditions are fulfilled or waived,
as the case may be, no Material Adverse Event (as defined in paragraph 7
below) has occurred in respect of Santam.
4.4.2 Sanlam is entitled to waive the Scheme Conditions referred to in paragraphs 4.4.1.3,
4.4.1.7 and 4.4.1.8 or extend the date of fulfilment by notice in writing delivered to
Santam provided that such extension shall not exceed 20 business days after the
Longstop Date without Santam's written consent. The Scheme Conditions under
paragraphs 4.4.1.1, 4.4.1.2, 4.4.1.4, 4.4.1.5 and 4.4.1.6 cannot be waived but may
be extended by written agreement between Santam and Sanlam. An announcement
will be released on the JSE Stock Exchange News Service ("SENS"), the NSX
Securities Exchange News Service ("NENS") and the A2X news service ("ANS")
and, where required, published in the South African press as soon as possible after:
(i) the fulfilment or waiver, as the case may be, of all of the Scheme Conditions; or
(ii) the non-fulfilment of any Scheme Condition.
4.4.3 Implementation of the Scheme will be conditional on the TRP issuing a compliance
certificate with respect to the Scheme in terms of section 121(b) of the Companies
Act (“Compliance Certificate”). In the circumstances, the Scheme will only become
wholly unconditional once all the Scheme Conditions are fulfilled or waived and the
TRP issues the Compliance Certificate. If the Compliance Certificate is not issued
within 10 business days after the date on which all of the Scheme Conditions are
fulfilled or waived, as the case may be, (or such later date as may be agreed to
between Sanlam and Santam), then the Scheme will terminate.
4.5 Interim Period Undertakings
Santam has provided interim period undertakings to Sanlam, customary for a transaction
of this nature, for the period from the Signature Date until the earlier of (i) implementation
of the Scheme; (ii) termination of the Implementation Agreement in accordance with its
terms; or (iii) the Proposed Transaction otherwise fails.
4.6 Distributions
During the period from the Signature Date until the implementation of the Scheme, Santam
will be entitled to declare and pay any distributions in the ordinary course.
5. DELISTING
If the Scheme is implemented, all of the Santam Shares will automatically be delisted from the
JSE, as contemplated in paragraph 1.8 of the JSE Listings Requirements, and applications will
be made to the NSX and the A2X for the delisting of the Santam Shares from those exchanges.
6. CATEGORISATION OF THE PROPOSED TRANSACTION
6.1 The Scheme constitutes a Category 2 transaction for Sanlam in terms of the JSE Listings
Requirements and accordingly, the Proposed Transaction does not require approval by
Sanlam Shareholders.
6.2 Given that Santam is already a subsidiary of Sanlam Life, the provisions of the Santam
memorandum of incorporation will not hinder and/or relieve Sanlam in any way from
compliance with its obligations in terms of the JSE Listings Requirements and/or the
Companies Act.
7. MATERIAL ADVERSE EVENT
7.1 For purposes of the condition in paragraph 4.4.1.8, "Material Adverse Event" means, in
respect of Santam, an adverse effect, fact or circumstance, excluding any Excluded Event,
which has arisen or occurred (alone or together with any other such action or potential
adverse effect, fact and/or circumstance), and which is material with regard to its business,
condition (financial), assets, liabilities, operations, financial performance and/or net income
and/or any member of Santam, its subsidiaries and any other entity within the Santam
Group from time to time ("Santam Group"), which will or could reasonably be expected to
reduce the NAV of the Santam Group by an amount equal to or greater than
R1,200,000,000 (for the avoidance of doubt on an after-tax basis).
7.2 For purposes of the condition in paragraph 7.1:
7.2.1 "Excluded Event" means any one or more of the following:
7.2.1.1 the entering into, compliance with or implementation of the Implementation
Agreement and/or this announcement, the Circular, and all other documents
which are required to be sent or delivered to Santam Shareholders or the
Scheme Participants, as the case may be or published, in connection with the
Proposed Transaction; 7.2.1.2 any act or omission of any member of the Santam Group at the written request
or with the written consent of Sanlam;
7.2.1.3 the effect of any change in:
7.2.1.3.1 general economic conditions, credit markets, capital markets,
macroeconomic factors or interest rates;
7.2.1.3.2 financial, banking or securities markets (including any disruption
thereof and any decline in the price of any security or any market
index);
7.2.1.3.3 applicable laws; and/or
7.2.1.3.4 International Financial Reporting Standards or interpretations thereof,
which are known or have already occurred as at the Signature Date, and
affect the Santam Group; and
7.2.1.4 any war, act of terrorism, civil unrest, riots or similar events which have
already occurred, and which affect the Santam Group; and
7.2.2 "NAV" means the net asset value of the Santam Group as at 30 June 2026
calculated in accordance with the International Financial Reporting Standards but
excluding any distributions declared, made, or paid by Santam from 30 June 2026
until the date on which the Scheme Consideration is to be paid, transferred and/or
credited to the Scheme Participants.
8. SANTAM FINANCIAL INFORMATION
The value of the net assets as at 30 June 2026 and the profits attributable to the net assets for
the interim period ended 30 June 2026 are R15,896,000,000 and R2,192,000,000, respectively.
This information has been extracted from Santam’s unaudited interim financial statements for the
period ended 30 June 2026, which were prepared in terms of International Financial Reporting
Standards and published on SENS on 3 September 2026.
9. BANK GUARANTEE
9.1 The Scheme Consideration will be funded by Sanlam Life from third party funding sources.
9.2 In compliance with regulations 111(4) and 111(5) of the Takeover Regulations, Sanlam Life
has furnished the TRP with an irrevocable bank guarantee (in a form approved by the TRP)
issued by the Standard Bank of South Africa Limited, in terms of which the guarantor
undertakes to pay the total Scheme Consideration, should Sanlam Life fail to do so.
Payment under the written irrevocable bank guarantee is subject to the Scheme becoming
unconditional and being implemented in accordance with its terms and conditions.
10. TREATMENT OF SANTAM SHARE SCHEMES
Santam currently has four equity-linked share schemes in place, namely the Deferred Share
Plan, Performance Deferred Share Plan, Restricted Share Plan and Outperformance Plan (to be
defined in the Circular), and a minimum shareholding requirement for members of the Santam
executive committee (collectively the “Santam Share Schemes”).
Shareholders are advised that Sanlam and Santam are currently considering the treatment of the
Santam Share Schemes pursuant to the implementation of the Scheme to ensure that all
participants under the Santam Share Schemes are treated fairly and equitably in accordance
with both the rules of the Santam Share Schemes and the Takeover Regulations (which may
include excluding participants under the Santam Share Schemes from the Proposed Transaction
and/or ensuring that such participants receive a comparable offer in terms of section 125(2) of
the Companies Act). To the extent that any regulatory and/or Santam Shareholder approvals are
required to implement Sanlam and Santam's agreement in respect of the Santam Share
Schemes, such approvals will be sought and the Independent Expert (defined in paragraph 16.2
below) will opine on the terms as required. Full details of the treatment of the Santam Share
Schemes will be set out in the Circular (as defined in paragraph 17).
11. TERMINATION EVENTS
The Scheme will terminate with immediate effect under the following circumstances, provided
that the Scheme has not become unconditional:
11.1 if the Independent Board recommends an alternative offer to the Scheme Participants and
withdraws its recommendation of, or does not recommend, the Scheme; or
11.2 by mutual written agreement between Santam and Sanlam and approved by the TRP; or
11.3 if any Scheme Condition which may be waived by Sanlam becomes incapable of fulfilment,
and Sanlam notifies Santam in writing that Sanlam will not waive that Scheme Condition,
provided that a failure by Sanlam to give such notice shall not be construed or deemed as
a waiver of that Scheme Condition; or
11.4 upon written notice by Sanlam and/or Sanlam Life to Santam or vice versa (the recipient
being the "Defaulting Party"), given on or before the Scheme last day to trade, if the
Defaulting Party commits a material breach of the terms and/or conditions of the Scheme
and fails to remedy such breach within 10 business days of receipt of a written notice by
the Defaulting Party from the party requesting such remedy.
12. SHAREHOLDER SUPPORT
The TRP has granted a dispensation to approach more than five (5) Santam Shareholders who
hold, in aggregate, more than 5% of the eligible Santam Shares held by Scheme Participants
without the requirement to issue a cautionary announcement. Sanlam has received indicative
non-binding indications of support for the Proposed Transaction from certain Scheme
Participants which indicates that there is material support for the Proposed Transaction.
13. BENEFICIAL INTEREST OF SANLAM DIRECTORS IN SANTAM SHARES
13.1 Sanlam Life holds 68,958,604 Santam Shares, representing 62.7% of Santam Shares
(excluding Treasury Shares), as at 18 September 2026.
13.2 Sanlam Life, Sanlam and Sanlam directors have had no dealings in Santam Shares during
the six-months prior to the signing of the Implementation Agreement.
13.3 No Sanlam directors have a beneficial interest in Santam Shares.
13.4 Abigail Mukhuba, being a Santam director, has had dealings in Sanlam Shares during the
six-month period prior to the signing of the Implementation Agreement:
Director Number of shares Date
Abigail Mukhuba 71,640 12 June 2026
58,296 19 June 2026 14. BENEFICIAL INTEREST OF SANTAM DIRECTORS IN SANLAM SHARES
14.1 The following Santam directors have a beneficial interest in Sanlam Shares:
Director Sanlam Shares Held % Beneficial Interest
Paul Hanratty 4,491,458 0.21%
Abigail Mukhuba 574,269 0.03%
Mlondolozi Mahlangeni 299,067 0.01%
Lucia Swartz 3 446 0.0%
Monwabisi Fandeso 270 0.0%
Total 5,365,064 0.25%
15. BENEFICIAL INTEREST OF SANTAM DIRECTORS IN SANTAM SHARES
15.1 The following Santam directors have a direct beneficial interest in Santam Shares:
Director Santam Shares Held % Beneficial Interest
Tavaziva Madzinga 169,214 0.2%
Matthys Lodewikus Olivier 81,883 0.1%
Monwabisi Fandeso 1,196 0.0%
Junior John Ngulube 5,104 0.0%
Total 253,793 0.3%
16. INDEPENDENT BOARD AND INDEPENDENT EXPERT
16.1 In accordance with the requirements of regulations 108(8) and 108(9) of the Takeover
Regulations, Santam has constituted the Independent Board to consider the terms of the
Proposed Transaction. The Independent Board comprises Monwabisi Fandeso
(Chairperson), Nombulelo Moholi, Richard Wainwright and Deborah Loxton.
16.2 The Independent Board has appointed Rand Merchant Bank (a division of FirstRand Bank
Limited) (Registration No. 1929/001225/06) as the independent expert ("Independent
Expert"), as required in terms of Section 114(2) of the Companies Act and the Takeover
Regulations, to issue a report dealing with the matters set out in Sections 114(2) and 114(3)
of the Companies Act and regulations 90 and 110 of the Takeover Regulations, in respect
of its opinion on whether the terms and conditions of the Proposed Transaction are fair and
reasonable to Santam Shareholders ("Independent Expert Report").
16.3 Having considered the terms of the Proposed Transaction and consulted with the
Independent Expert, the Independent Board confirms that it unanimously supports the
Scheme and will recommend that Scheme Participants vote in favour of the Scheme
Resolution at the General Meeting. 16.4 The Independent Expert’s report and the Independent Board’s recommendation will be
included in the Circular to be posted as set out in paragraph 17.2.
16.5 As at the date of this announcement, the Santam Board has not received any other firm
intention letter, other than the Proposed Transaction from Sanlam as set out in this
announcement.
17. COMBINED OFFER CIRCULAR
17.1 Santam and Sanlam will issue a combined offer circular setting out the full terms and
conditions of the Scheme, the Independent Expert’s Report, the recommendations of the
Independent Board, salient dates and times, as well as the notice convening the General
Meeting to consider the Scheme Resolution ("Circular").
17.2 The Circular is expected to be posted on or about 3 November 2026. A further
announcement relating to the posting of the Circular, further important details related to
the Scheme and the salient dates and times will be published on SENS, NENS and ANS
in due course.
18. RESPONSIBILITY STATEMENT
18.1 The Santam Board and Independent Board
The Santam Board and the Independent Board (to the extent that the information relates
to Santam) collectively and individually accept responsibility for the information contained
in this announcement and certify that, to the best of their knowledge and belief, the
information contained in this announcement relating to Santam is true and this
announcement does not omit anything that is likely to affect the importance of such
information.
18.2 Sanlam
The board of directors of Sanlam (to the extent that the information relates to Sanlam
and/or the Sanlam Group) collectively and individually accepts responsibility for the
information contained in this announcement and certifies that, to the best of its knowledge
and belief, the information contained in this announcement relating to Sanlam and/or the
Sanlam Group is true and this announcement does not omit anything that is likely to affect
the importance of such information.
19. CONFERENCE CALL
A teleconference hosted by Sanlam and Santam management, for analysts and investors will
take place at 17h00 (South African time) today, 5 October 2026.
Investors and analysts who wish to participate in the conference call should follow the links as
indicated below to register.
Webcast:
https://www.corpcam.com/Sanlam05Oct2026
Chorus Call:
https://diamondpass.live/1431181
The teleconference presentation has also been made available on www.sanlam.com.
Johannesburg
5 October 2026 Transaction Sponsor to Santam
Investec Bank Limited
Financial Advisor to Santam
Goldman Sachs International
Legal Advisor to Santam
ENS
Independent Expert to Santam
Rand Merchant Bank (a division of FirstRand Bank Limited)
Financial Advisor and Transaction Sponsor to Sanlam
J.P. Morgan
Legal Advisor to Sanlam
Webber Wentzel
Date: 05/10/2026 04:37:41 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE').
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