SANTAM LIMITED - Santam participation in the acquisition of a further interest in Saham Finances S.A. - Voluntary Announcement

Santam participation in the acquisition of a further interest in Saham Finances S.A. - Voluntary Announcement

 Santam Limited
 (Incorporated in the Republic of South Africa)
 Registration number: 1918/001680/06
 JSE share code: SNT
 NSX share code: SNM
 ISIN: ZAE000093779
 ("Santam")


 SANTAM PARTICIPATION IN THE ACQUISITION OF A FURTHER INTEREST IN SAHAM FINANCES
 S.A. (“Saham Finances”) VIA THE INDIRECT ACQUISITION OF THE REMAINING 53.37%
 SHAREHOLDING NOT ALREADY OWNED BY SANLAM EMERGING MARKETS IRELAND LIMITED
 (“SEMIL”) – VOLUNTARY ANNOUNCEMENT

1. INTRODUCTION

  We refer to the joint SENS announcement issued by Sanlam Limited (“Sanlam”) and Santam on 8 March
  2018 (the “joint announcement”) in terms of which SEMIL will increase its stake in Saham Finances to
  100% (directly and indirectly) (the “Transaction”) by acquiring all the issued shares of Saham S.A.
  (“Saham”), which holds the remaining 53.37% of the shares in Saham Finances not already owned by
  SEMIL. SEMIL is the wholly-owned subsidiary of SAN JV Proprietary Limited (“SAN JV”), a special purpose
  vehicle currently held jointly by Sanlam’s wholly-owned subsidiary Sanlam Emerging Markets Proprietary
  Limited (“SEM”) (85%) and Santam (15%).

  SEMIL first acquired a 30% stake in Saham Finances in February 2016 and subsequently acquired a further
  16.63% stake in May 2017, bringing the total shareholding held by SEMIL in Saham Finances prior to the
  implementation of the Transaction to 46.63%.

  The implementation of the Transaction remains subject to the fulfilment or waiver, as the case may be, of a
  number of conditions precedent including, inter alia, the receipt of all necessary regulatory approvals and the
  implementation by Saham of a corporate restructure.

2. SANTAM PARTICIPATION IN THE TRANSACTION TO INCREASE ITS EFFECTIVE INTEREST IN
   SAHAM FINANCES TO 10%

  In the joint announcement Santam indicated its support of the Transaction, which would enable it to play a
  more significant role in the specialist and reinsurance businesses of Saham Finances.

  The board of directors of Santam is now pleased to announce that Santam will participate in the Transaction
  by subscribing for further shares in SAN JV to the extent of R864 million (based on Sanlam’s average hedged
  exchange rate of $1/R13.24), plus its share of transaction costs, at the same subscription price per SAN JV
  share as SEM. Post implementation of the Transaction, Santam’s effective interest in Saham Finances, held
  indirectly through SAN JV, will increase from 7% to 10%.

  Santam will fund its share of the purchase consideration and transaction costs from available internal
  resources.

  Santam, Sanlam and SEM have reached in principle agreement for Santam to reduce over time its economic
  participation in the SEM general insurance businesses in Africa (excluding Namibia) from 35% to 10% to
  align with the effective 10% interest that Santam will have in Saham Finances. Santam will retain its current
  participations in the SEM general insurance businesses in India (Shriram General Insurance Company
  Limited) and Malaysia (Pacific & Orient Insurance Co. Berhad).

3. RATIONALE FOR THE SANTAM PARTICIPATION

  As stated in the joint announcement, the Sanlam Group’s relationship with the Saham Group has developed
  and strengthened since 2016, cementing the Sanlam Group’s belief in the strong strategic rationale for the
  partnership to become a truly Pan-African financial services group operating across Francophone,
  Anglophone and Lusophone markets.

  Santam’s participation in the Transaction is supported by inter alia the following strategic benefits:

  -   Santam to take the lead in managing the combined Saham Finances and Santam specialist business in
      Africa in conjunction with SEM and Saham Finances. An operating model to ensure alignment between
      the parties has been agreed.

  -   Creation of a platform for Santam and Saham Finances to become the leading Pan-African specialist
      insurance provider, with significant growth potential.

  -   Santam to obtain increased SAN JV shareholder rights.

  -   Post implementation of the Transaction, Santam will play a more meaningful role in the reinsurance
      businesses of Saham Finances.

4. CATEGORISATION OF TRANSACTION

  The participation in the transaction by Santam is below the 5% ratio in terms of the Listings Requirements of
  the JSE Limited for a category 2 announcement and is made on a voluntary basis.


  Cape Town
  30 August 2018

  Transaction advisor and Sponsor to Santam: Investec Bank Limited

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