To view the PDF file, sign up for a MySharenet subscription.

SANLAM LIMITED - Results of Placing

Release Date: 28/03/2018 07:05
Code(s): SLM     PDF:  
Wrap Text
Results of Placing

 Sanlam Limited
 Incorporated in the Republic of South Africa
 Registration number: 1959/001562/06
 JSE share code: SLM
 NSX share code: SLA
 ISIN: ZAE000070660
 ("Sanlam" or the "Company")


THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN
ARE RESTRICTED AND ARE NOT FOR RELEASE, PUBLICATION,
DISTRIBUTION OR FORWARDING, IN WHOLE OR IN PART, DIRECTLY OR
INDIRECTLY, IN, INTO OR FROM THE UNITED STATES OF AMERICA
("UNITED STATES") (INCLUDING ITS TERRITORIES AND POSSESSIONS,
ANY STATE OF THE UNITED STATES AND THE DISTRICT OF COLUMBIA),
AUSTRALIA, CANADA, JAPAN OR ANY JURISDICTION IN WHICH SUCH
RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL.
PLEASE SEE THE IMPORTANT NOTICE AT THE END OF THIS
ANNOUNCEMENT.


28 March 2018

                                     Sanlam Limited
                                    Results of Placing

Sanlam is pleased to announce the completion of the placing announced on 27 March
2018 (the "Placing").

A total of 65 517 241 new ordinary shares (the "Placing Shares") in the Company have
been placed by J.P. Morgan Securities plc ("J.P. Morgan") and Deutsche Bank AG.
London Branch (“Deutsche Bank”) (the "Joint Global Coordinators and Joint
Bookrunners") with institutional investors at a price of ZAR87.00 per Placing Share (the
"Placing Price") raising gross proceeds of approximately ZAR5 700 million. The Placing
Price represents a discount of 5.0% to the closing share price of a Sanlam ordinary share
on Tuesday, 27 March 2018 and represents a discount of 6.8% to the 30-day volume
weighted average price as of 27 March 2018. The Placing Shares being issued represent
approximately 3.0% of the Company’s issued ordinary share capital of 2 166 471 806
prior to the Placing.

The Placing Shares, when issued, will be fully paid and will rank pari passu in all respects
with the existing ordinary shares of the share capital of the Company, including the right
to receive all dividends and other distributions declared, made or paid after the date of
issue of the Placing Shares.

Subject to the approval by the JSE Limited (“JSE”), listing and trading of the Placing
Shares on the exchange operated by the JSE ("Admission") is expected to commence at
09h00 on Tuesday, 3 April 2018. Investors will receive Placing Shares listed and
trading on the JSE. In addition, subject to approval by Namibian Stock Exchange
Limited, the Placing Shares will also be listed on the Namibian Stock Exchange. The
Placing is conditional upon, among other things, Admission becoming effective and the
placing agreement not being terminated in accordance with its terms prior to Admission.


Total issued ordinary share capital

Following Admission becoming effective, the Company's issued share capital will
comprise 2 231 989 047 ordinary shares. This figure may be used by shareholders in the
Company as the denominator for the calculations by which they will determine if they are
required to notify their beneficial interest in, or a change to their beneficial interest in, the
Company’s ordinary shares under section 122 of the South African Companies Act, 71
of 2008 ("South African Companies Act").

Contacts

J.P. Morgan contact details:
Barry Meyers
Managing Director
Tel: +44 (0)74 088 03058

Deutsche Bank contact details:
Nicolas Skaff
Managing Director
Tel: +44 (0)20 754 55030


Joint Global Coordinators and Joint Bookrunners
J.P. Morgan
Deutsche Bank

Sponsor
Deutsche Securities (SA) Proprietary Limited

IMORTANT NOTICE

This announcement is not for publication or distribution or release, directly or indirectly,
in or into the United States (including its territories and possessions, any state of the
United States and the District of Columbia), Australia, Canada or Japan or any other
jurisdiction where such an announcement would be unlawful. The distribution of this
announcement may be restricted by law in certain jurisdictions and persons into whose
possession this announcement or other information referred to herein comes should
inform themselves about and observe any such restriction. Any failure to comply with
these restrictions may constitute a violation of the securities laws of any such jurisdiction.
No action has been taken that would permit an offering of the Placing Shares or
possession or distribution of this announcement in any jurisdiction where action for that
purpose is required.

This announcement does not constitute or form part of an offer for sale or solicitation of
an offer to purchase or subscribe for securities in the United States, Australia, Canada,
Japan or any other jurisdiction where such offer or solicitation would be unlawful. The
Placing Shares have not been and will not be registered under the the United States
Securities Act of 1933, as amended ("Securities Act") or under the securities laws of any
state or other jurisdiction of the United States, and may not be offered, sold or transferred,
directly or indirectly, in or into the United States except pursuant to an exemption from,
or in a transaction not subject to, the registration requirements of the Securities Act and
in compliance with any applicable securities laws of any state or other jurisdiction of the
United States. There is no public offering of the Placing Shares in the United States, the
United Kingdom or elsewhere.

In member states of the European Economic Area ("EEA") which have implemented the
Prospectus Directive (each, a "Relevant Member State"), this announcement and any
offer of Placing Shares if made subsequently is directed exclusively at persons who are
"qualified investors" within the meaning of the Prospectus Directive ("EEA Qualifying
Investors"). For these purposes, the expression "Prospectus Directive" means Directive
2003/71/EC (and amendments thereto, including Directive 2010/73/EU, to the extent
implemented in a Relevant Member State), and includes any relevant implementing
measure in the Relevant Member State. In the United Kingdom, this announcement is
directed exclusively at, and any investment or investment activity to which this
announcement relates is available only to, and will be engaged in only with, EEA
Qualifying Investors who are (i) investment professionals falling with Article 19(5) of the
UK Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (as
amended) (the "Order"); or (ii) high net worth entities falling within Article 49(2)(a) to
(d) of the Order, and/or (iii) other persons to whom an offer of the Placing Shares may
otherwise be lawfully communicated (all such persons together being referred to as "UK
Relevant Persons"). Persons in the United Kingdom who are not UK Relevant Persons
and persons in other Relevant Member States who are not EEA Qualifying Investors
should not take any action on the basis of this announcement and should not act or rely
on it.

In South Africa, the Placing will only be made by way of separate private placements to:
(i) selected persons falling within one of the specified categories listed in section 96(1)(a)
of the South African Companies Act; and (ii) selected persons, acting as principal,
acquiring Placing Shares for a total acquisition cost of R1,000,000 or more, as
contemplated in section 96(1)(b) of the South African Companies Act (South African
Qualifying Investors). This announcement is only being made available to such South
African Qualifying Investors. Accordingly: (i) the Placing is not an offer to the public as
contemplated in the South African Companies Act; (ii) this announcement does not, nor
does it intend to, constitute a “registered prospectus” or an “advertisement”, as
contemplated by the South African Companies Act; and (iii) no prospectus has been filed
with the South African Companies and Intellectual Property Commission ("CIPC") in
respect of the Placing. As a result, this announcement does not comply with the substance
and form requirements for a prospectus set out in the South African Companies Act and
the South African Companies Regulations of 2011, and has not been approved by, and/or
registered with, the CIPC, or any other South African authority.

The information contained in this announcement constitutes factual information as
contemplated in section 1(3)(a) of the South African Financial Advisory and Intermediary
Services Act, 37 of 2002, as amended and should not be construed as an express or
implied recommendation, guide or proposal that any particular transaction in respect of
the Placing Shares or in relation to the business or future investments of Sanlam, is
appropriate to the particular investment objectives, financial situations or needs of a
prospective investor, and nothing in this announcement should be construed as
constituting the canvassing for, or marketing or advertising of, financial services in South
Africa.

No prospectus or offering document has been or will be prepared in connection with the
Placing. Any investment decision in connection with the Placing must be made on the
basis of all publicly available information relating to Sanlam's shares. Such information
has not been independently verified. The information contained in this announcement is
for background purposes only and does not purport to be full or complete. No reliance
may be placed for any purpose on the information contained in this announcement or its
accuracy or completeness.

No representation or warranty, express or implied, is made by the Joint Global
Coordinators and Joint Bookrunners or any of their respective affiliates as to the accuracy,
completeness, verification or sufficiency of the information set out in this announcement
or such publicly available information, and nothing in this announcement will be relied
upon as a promise or representation in this respect, whether or not to the past or future,
and accordingly none of the Joint Global Coordinators and Joint Bookrunners or any of
their respective affiliates or any of their respective directors, officers, employees, advisers
or agents accepts any responsibility or liability whatsoever for the information in this
announcement (or whether any information has been omitted from the announcement) or
any other information relating to Sanlam, its subsidiaries or associated companies,
whether written, oral or in a visual or electronic form, and howsoever transmitted or made
available or for any loss howsoever arising from any use of this announcement or its
contents or otherwise arising in connection therewith.

This announcement does not purport to identify or suggest the risks (direct or indirect)
which may be associated with an investment in Sanlam's ordinary shares.

This announcement does not represent the announcement of a definitive agreement to
proceed with the Placing and, accordingly, (i) there can be no certainty that the Placing
will proceed and (ii) the terms of the Placing may be varied.

Information to distributors

Solely for the purposes of the product governance requirements contained within: (a) EU
Directive 2014/65/EU on markets in financial instruments, as amended ("MiFID II"); (b)
Articles 9 and 10 of Commission Delegated Directive (EU) 2017/593 supplementing
MiFID II; and (c) local implementing measures (together, the "MiFID II Product
Governance Requirements"), and disclaiming all and any liability, whether arising in
tort, contract or otherwise, which any "manufacturer" (for the purposes of the MiFID II
Product Governance Requirements) may otherwise have with respect thereto, the Placing
Shares have been subject to a product approval process, which has determined that such
Placing Shares are: (i) compatible with an end target market of retail investors and
investors who meet the criteria of professional clients and eligible counterparties, each as
defined in MiFID II; and (ii) eligible for distribution through all distribution channels as
are permitted by MiFID II (the "Target Market Assessment"). Notwithstanding the
Target Market Assessment, distributors should note that: the price of the Placing Shares
may decline and investors could lose all or part of their investment; the Placing Shares
offer no guaranteed income and no capital protection; and an investment in the Placing
Shares is compatible only with investors who do not need a guaranteed income or capital
protection, who (either alone or in conjunction with an appropriate financial or other
adviser) are capable of evaluating the merits and risks of such an investment and who
have sufficient resources to be able to bear any losses that may result therefrom. The
Target Market Assessment is without prejudice to the requirements of any contractual,
legal or regulatory selling restrictions in relation to the Placing.

For the avoidance of doubt, the Target Market Assessment does not constitute: (a) an
assessment of suitability or appropriateness for the purposes of MiFID II; or (b) a
recommendation to any investor or group of investors to invest in, or purchase, or take
any other action whatsoever with respect to the Placing Shares.

Each distributor is responsible for undertaking its own target market assessment in respect
of the Placing Shares and determining appropriate distribution channels.

Date: 28/03/2018 07:05:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE'). 
The JSE does not, whether expressly, tacitly or implicitly, represent, warrant or in any way guarantee the truth, accuracy or completeness of
 the information published on SENS. The JSE, their officers, employees and agents accept no liability for (or in respect of) any direct, 
indirect, incidental or consequential loss or damage of any kind or nature, howsoever arising, from the use of SENS or the use of, or reliance on,
 information disseminated through SENS.

Share This Story