CHAMWE KAIRA
Sanlam’s proposed acquisition of the remaining shares in South African insurer Santam, valued at approximately N$21.2 billion has moved to the shareholder approval stage, with a general meeting scheduled for 2 December 2026.
Santam announced on Tuesday that the circular detailing the proposed transaction had been distributed to shareholders, setting out the terms of the offer, the rationale for the acquisition, the independent board’s recommendation and the procedures required to implement the scheme of arrangement.
Under the proposed transaction, Sanlam, through its wholly owned subsidiary Sanlam Life, will acquire all issued ordinary shares in Santam not already held by excluded shareholders at a cash consideration of N$505 per share.
Sanlam currently holds 68,023,017 Santam shares, representing 61.9% of the insurer’s issued shares, excluding treasury shares.
The proposed acquisition will result in Santam becoming a wholly owned subsidiary of Sanlam, subject to the fulfilment or waiver of the conditions attached to the scheme, including approval by eligible shareholders.
The transaction was first announced through a joint firm intention announcement on 5 October 2026 and supplemented on 14 October.
The general meeting will take place entirely through electronic communication on 2 December, when shareholders will consider and, if deemed appropriate, approve the resolutions required to implement the scheme.
Support for the transaction has already been secured from a significant portion of eligible shareholders.
As at the date of the circular, Santam and Sanlam had received irrevocable undertakings and indications of support from shareholders representing approximately 48.3% of the scheme shares.
These shareholders have undertaken to vote in favour of, or otherwise support, the proposed resolution. The 48.3% figure includes additional indications of support received after the last practicable date.
The proposed acquisition will also result in Santam’s delisting from the Johannesburg Stock Exchange (JSE), the Namibian Stock Exchange (NSX) and A2X once the scheme is implemented.
The termination of Santam’s listings will follow automatically on the JSE, while applications will be made to the NSX and A2X to terminate its listings on those exchanges.
If shareholders approve the transaction and all other conditions are met, the scheme is expected to become effective in February 2027.
According to the proposed timetable, the Takeover Regulation Panel is expected to issue its compliance certificate on 1 February 2027, followed by a finalisation announcement on or about 2 February.
The expected last day to trade in Santam shares on the JSE to participate in the scheme is 9 February 2027, with the suspension of the shares expected to take effect at the commencement of trading on 10 February.
The scheme record date is scheduled for 12 February, while implementation is expected on 15 February 2027.
Shareholders participating in the scheme are expected to receive the cash consideration on 15 February.
Dematerialised shareholders will have their accounts with their brokers or central securities depositories credited, while qualifying certificated shareholders will receive payment through electronic funds transfer.
The termination of Santam’s listings on the JSE, NSX and A2X is expected to take effect at the commencement of trading on 16 February 2027.
Shareholders who oppose the transaction also retain certain rights under the South African Companies Act.
If the scheme resolution is opposed by at least 15% of the voting rights exercised at the general meeting, dissenting shareholders may require Santam to seek court approval for the scheme, subject to the applicable legal requirements.
Shareholders who vote against the resolution may also apply to court for a review of the scheme, where applicable.
In addition, shareholders who object to the scheme resolution have until 2 December to notify Santam of their objection under section 164(3) of the Companies Act. Qualifying objecting shareholders may subsequently demand payment of the fair value of their shares.
The circular also outlines the tax implications of the transaction, noting that these will depend on the individual circumstances and applicable tax jurisdictions of shareholders.
Sanlam Life will bear any securities transfer tax payable on the transfer of Santam shares, calculated at 0.25% of the scheme consideration.
The proposed transaction will not proceed if the scheme conditions are not fulfilled or waived by the applicable long-stop date. In that event, Santam shareholders will retain their shares.
