CHAMWE KAIRA
Sanlam plans to take full ownership of Santam through a cash offer of N$505 per share, after which Santam will be delisted from the Johannesburg Stock Exchange (JSE), the Namibia Securities Exchange (NSX) and A2X.
Following implementation of the scheme, all Santam shares will be automatically delisted from the JSE Main Board, while applications will be made to the NSX and A2X to terminate Santam’s listings on those exchanges. No additional shareholder approval will be required for the JSE delisting.
Sanlam, through its wholly owned subsidiary Sanlam Life, currently owns 62.7% of Santam, excluding treasury shares.
The proposed transaction would see Sanlam acquire all remaining eligible Santam shares for N$505 each, with the consideration settled in cash.
The N$505 offer represents a 26.6% premium to Santam’s closing share price on 2 October 2026, as well as premiums of 25.0% to the 30-day volume-weighted average price and 28.6% to the 90-day volume-weighted average price.
The transaction will be implemented through a scheme of arrangement under the South African Companies Act.
It remains subject to several conditions, including approval by at least 75% of voting rights exercised by eligible Santam shareholders at a general meeting, regulatory approvals and an independent expert confirming that the offer is fair and reasonable.
The scheme’s longstop date is 31 March 2027, although this may be extended by agreement, subject to regulatory requirements, but cannot extend beyond 1 October 2027.
Sanlam said the transaction would fully consolidate its ownership of Santam and simplify the group structure by removing the separate Santam listing.
It said the move would also eliminate duplicated listed-company and governance costs and provide greater flexibility in capital allocation across the group.
Santam had a market capitalisation of N$43.9 billion as at 2 October 2026, while Sanlam had a market capitalisation of N$163.3 billion. Santam has been listed on the JSE since 1964 and is also listed on the NSX and A2X.
Santam’s independent board has unanimously supported the transaction and will recommend that shareholders vote in favour of the scheme. Rand Merchant Bank has been appointed as the independent expert.
A combined offer circular containing the full terms of the transaction, the independent expert’s report and the independent board’s recommendation is expected to be posted on or about 3 November 2026.
