In this section
SENS
ACT,SLM - Extension of offer closing date of Sanlam’s partial offer to Afrocentric shareholders
2023/03/16 - 13:00:00Close articleContinue reading...
Extension of offer closing date of Sanlam’s partial offer to Afrocentric shareholders
AfroCentric Investment Corporation Limited Sanlam Limited
(Incorporated in South Africa) (Incorporated in South Africa)
(Registration number 1988/000570/06) (Registration number 1959/001562/06)
JSE share code: ACT JSE share code: SLM
ISIN: ZAE000078416 A2X share code: SLM
("AfroCentric") NSX share code: SLA
ISIN: ZAE000070660
("Sanlam")
EXTENSION OF OFFER CLOSING DATE OF SANLAM’S PARTIAL OFFER TO AFROCENTRIC SHAREHOLDERS
Unless otherwise defined in this announcement, words and expressions contained herein shall have the same
meanings as assigned to them in the combined circular distributed to AfroCentric Shareholders on Thursday, 8
December 2022 ("Combined Circular") and available on AfroCentric’s website (http://www.afrocentric.za.com/inv-
circulars.php) and on Sanlam’s website (www.sanlam.com/presentations).
AfroCentric Shareholders are referred to the announcement to declare the Partial Offer unconditional as to acceptances
published on SENS on 14 February 2023.
AfroCentric Shareholders are advised that certain regulatory Partial Offer Conditions Precedent remain outstanding,
and, in the circumstances, the Partial Offer cannot be declared wholly unconditional yet.
Accordingly, and in accordance with the right to do so which is reserved for Sanlam in the Combined Circular, the Offer
Closing Date is hereby extended to the earlier of:
(i) Friday, 26 May 2023; and
(ii) 10 Business Days after all Partial Offer Conditions Precedent are fulfilled or, if applicable, waived.
Sanlam has reserved the right to further extend the Offer Closing Date if the Partial Offer Closing Date does not occur
by Friday, 26 May 2023.
In addition, Shareholders are advised that Sanlam and AfroCentric have agreed to extend the Longstop Date from
2 May 2023 to Wednesday, 5 July 2023.
The resultant salient dates and times relating to the Proposed Transaction set out below assume that the Partial Offer
Conditions Precedent are not fulfilled or, if applicable, waived before 11 May 2023. If the Partial Offer Conditions
Precedents are fulfilled or, if applicable, waived before 11 May 2023, the Offer Closing Date will be the first Friday that
is at least 10 Business Days after the date upon which the Partial Offer becomes wholly unconditional. This will lead to
changes to the below timetable which will be announced on SENS.
Item 2022
Offer Opening Date, at 09:00 on Friday, 9 December
2023
The following entries assume that all Partial Offer Conditions Precedent are Thursday, 11 May
fulfilled or, if applicable, waived on
Finalisation announcement, in which Partial Offer declared wholly Thursday, 11 May
unconditional, published on SENS by 11h00, expected to be on
Finalisation announcement published in the press on Friday, 12 May
Last day to trade in AfroCentric Shares in order to be eligible to participate in Tuesday, 23 May
the Partial Offer, expected to be on
AfroCentric Shares trade ex the entitlement to participate in the Partial Offer, Wednesday, 24 May
expected to be on
Announcement published on SENS in respect of the cash payment for Thursday, 25 May
Fractional Entitlements, based on the VWAP of a Sanlam Share traded on the
JSE on Wednesday, 24 May 2023, discounted by 10%, expected to be on
Offer Closing Date, expected to be at 12:00 on Friday, 26 May
AfroCentric Shareholders who wish to participate in the Partial Offer must (unless extended by Sanlam)
tender the AfroCentric Shares they wish to sell by this date and time and also
elect the Settlement Option. If AfroCentric Shareholders do not tender their
AfroCentric Shares by this date and time, such AfroCentric Shareholders will
be deemed to have rejected the Partial Offer and will retain their AfroCentric
Shares
Offer Record Date, expected to be on Friday, 26 May
AfroCentric and Sanlam release a joint announcement on SENS, advising (i) Friday, 26 May
whether Sanlam will acquire more than the Maximum Shares Percentage and
(ii) what the Partial Offer Percentage is, expected to be on
Results of the Partial Offer announced on SENS, expected to be on Monday, 29 May
AfroCentric and Sanlam release a joint announcement on SENS, advising (i) Monday, 29 May
the 30-day VWAP of Sanlam Shares as at close of market on the Offer Record
Date and (ii) the number of Sanlam Shares which will be delivered in respect
of the Consideration Share Election for every 1 Partial Offer Share acquired
in terms of the Partial Offer, as contemplated in paragraph 4.3 of Section B of
the Circular, expected to be on
Offer Operative Date, expected to be on Monday, 29 May
All Partial Offer Shares credited to Sanlam’s account with its CSDP or Broker, Monday, 29 May
expected to be on
Settlement date in respect of Offer Participants who are Certificated Monday, 29 May
Shareholders and who have lodged their Form of Election and Surrender
(pink) and Documents of Title with the Transfer Secretaries on or prior to the
Offer Closing Date, on which date the Offer Consideration and, if applicable,
Fractional Entitlements (if any) due to such Offer Participant will be settled as
follows: (i) if elected to be settled wholly in cash, will be paid to the Offer
Participant by EFT, or (ii) if elected to be settled wholly or partly in Sanlam
Shares, will be credited to the Offer Participant’s CSDP or Broker account
(with the number of Sanlam Shares delivered calculated in accordance with
the Share Consideration Ratio), expected to be on
Settlement date in respect of Offer Participants who are Dematerialised Monday, 29 May
Shareholders, on which date the Offer Consideration and, if applicable,
Fractional Entitlements (if any) due to such Offer Participant will be credited
to the Offer Participant’s CSDP or Broker account (with the number of Sanlam
Shares delivered, if any, calculated in accordance with the Share
Consideration Ratio), expected to be on
Effective Date, being the date on which Sanlam disposes of the A4S Shares Monday, 29 May
to AfroCentric in consideration for the issue by AfroCentric of the A4S
Consideration Shares, expected to be on
Results of the Partial Offer announced in the press, expected to be on Tuesday, 30 May
Notes
1. All times indicated in this announcement are SAST.
2. The dates and times indicated in the table above are based on certain assumptions regarding the date by when the Partial
Offer Conditions Precedent and A4S Conditions Precedent, respectively, will be fulfilled or, if permitted, waived and are
therefore subject to change, subject to the approval of the JSE and/or TRP (in circumstances where such approvals are
required). If the relevant dates are required to change, such changes will be announced on SENS.
3. Share certificates in respect of AfroCentric Shares may not be Dematerialised or Rematerialised between the last day to
trade in AfroCentric Shares in order to be eligible to participate in the Partial Offer, expected to be on Tuesday, 23 May
2023, and the Offer Record and Offer Closing Date, expected to be on Friday, 26 May 2023, both days inclusive, during
which period the certificated securities sub-register of AfroCentric’s Register will be closed.
4. AfroCentric Shareholders should note that, as transactions in AfroCentric Shares are settled in the electronic settlement
system used by Strate, settlement of trades takes place 3 Business Days after such trade. Therefore, persons who acquire
AfroCentric Shares after the last day to trade in order to be eligible to attend and vote at the General Meeting may,
nevertheless, participate in the Partial Offer provided that (i) the Partial Offer becomes unconditional, (ii) such person
acquires AfroCentric Shares on or prior to the last day to trade in AfroCentric Shares in order to be eligible to participate in
the Partial Offer (expected to be on Tuesday, 23 May 2023), and (iii) holds such AfroCentric Shares on the Offer Record
Date.
5. Offer Participants should note that acceptances in respect of the Partial Offer are irrevocable except in circumstances
contemplated in regulation 105(2) of the Takeover Regulations, namely if the Partial Offer (i) has not been declared wholly
unconditional by midnight on the 65th Business Day after the Offer Opening Date (i.e. Thursday, 16 March 2023), (ii) has
been declared unconditional as to acceptances, and (iii) still remains subject to other conditions. Therefore, once a Partial
Offer Participant has accepted the Partial Offer, they will not be able to trade their AfroCentric Shares until the Partial Offer
is implemented or, if applicable, their acceptance is withdrawn in circumstances contemplated in regulation 105(2) of the
Takeover Regulations. Offer Participants who have withdrawn an acceptance of the Partial Offer in circumstances
contemplated in regulation 105(2) of the Takeover Regulations may subsequently again accept the Partial Offer at any time
on or prior to the last day to trade in order to be eligible to participate in the Partial Offer, expected to be on Tuesday, 23
May 2023, but should note that, in accordance with regulation 105(4) of the Takeover Regulations, they may withdraw such
acceptance and re-accept the Partial Offer only once.
6. In terms of the Takeover Regulations, the Partial Offer must remain open for at least 10 Business Days after the date that
it is announced that the Partial Offer is wholly unconditional.
RESPONSIBILITY STATEMENTS
The AfroCentric Board (including the Independent Board), individually and collectively, accepts responsibility for the
information contained in this announcement insofar as it relates to AfroCentric. In addition, the AfroCentric Board
confirms that, to the best of its knowledge and belief, the information contained in this announcement, as it relates to
AfroCentric, is true and correct and, where appropriate, does not omit anything that is likely to affect the importance of
the information contained herein pertaining to AfroCentric and that all reasonable enquiries to ascertain such
information have been made.
The board of directors of Sanlam accepts responsibility for information contained in this announcement insofar as it
relates to Sanlam. In addition, the Sanlam Board certifies that to the best of its knowledge and belief, the information
contained in this announcement as it relates to Sanlam, is true and correct and, where appropriate, does not omit
anything that is likely to affect the importance of the information contained herein pertaining to Sanlam and that all
reasonable enquiries to ascertain such information have been made.
By order of the AfroCentric Board
Johannesburg
16 March 2023
Financial Advisor and Transaction Sponsor to AfroCentric
Investec Bank Limited
Legal Advisor to AfroCentric
Norton Rose Fulbright South Africa
Independent Expert to AfroCentric Independent Board
BDO Corporate Finance Proprietary Limited
By order of the Sanlam Board
Bellville
16 March 2023
Exclusive Financial Advisor and Transaction Sponsor to Sanlam Limited
Rand Merchant Bank, a division of FirstRand Bank Limited
Legal Advisor to Sanlam Limited
ENSafrica
Date: 16-03-2023 01:00:00
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.ACT - Summarised unaudited interim results for the six months ended 31 December 2022
2023/03/13 - 12:21:00Close articleContinue reading...
Click below to view full PDF article
https://senspdf.jse.co.za/documents/2023/jse/isse/act/act2023.pdf
Summarised unaudited interim results for the six months ended 31 December 2022
AfroCentric Investment Corporation Limited
(Incorporated in the Republic of South Africa)
(Registration number 1988/000570/06)
JSE Code: ACT ISIN: ZAE000078416
(“AfroCentric” or “the Company")
Summarised unaudited interim results for the six months ended 31 December 2022
Introduction to the AfroCentric Group
AfroCentric is a Level 1, majority black-owned JSE Limited listed investment holding company, which owns
and operates a diverse range of healthcare-related enterprises that provide specialised medical scheme
administration and deliver a range of healthcare products and services to the public and private healthcare
sectors. The principal objective of the Group is to ensure the delivery of efficient health management
services and the distribution of quality products - all at a manageable and affordable cost for the benefit
of our stakeholders. AfroCentric has successfully broadened its interests in the industry by continuing to
pursue new opportunities to expand and rationalise its presence across the healthcare sector.
The Board presents a summary of the Company’s results for the six months ended
31 December 2022.
Salient Features
% Unaudited six Unaudited six
change months ended months ended
31 December 31 December
2022 2021
Total revenue from contracts with customers (R’ 1.2 4 322.1 4 269.6
million)
Profit before tax (R’ million) (17.2) 270.9 327.3
Profit for the year (R’ million) (16.9) 194.4 233.6
Basic earnings (R’ million) (18.5) 125.8 154.3
Headline earnings (R’ million) (18.7) 125.7 154.5
Basic earnings (cents per share) (18.8) 21.79 26.83
Headline earnings (cents per share) (19.0) 21.76 26.86
Weighted average number of ordinary shares 577.4 million 575.1 million
Dividend declared (cents per share) (100.0) 0 17
Dividends
The Board has decided to follow a prudent approach to short term cash flow funding by postponing the
interim dividend due to the significant increase in the trade receivables. A final full year dividend will be
considered at year end in accordance with the Board’s assessment of the Group’s solvency and liquidity
at that point in time.
Full Announcement
This short-form announcement is the responsibility of the Directors of the Company and is a summary of the
information in the full announcement and does not contain full or complete details. The full announcement is
available for viewing on the following websites:
Company’s website: http://www.afrocentric.za.com/inv-reporting.php
JSE website: https://senspdf.jse.co.za/documents/2023/JSE/ISSE/ACT/act2023.pdf
Any investment decision by investors and/or shareholders should be based on consideration of the information
contained in the full announcement released on SENS, copies of which are also available for inspection at the
Company’s offices on workdays during business hours (at no charge) or on request from the company secretary
by email: billym@afrocentrichealth.com
Responsibility Statement
The AfroCentric Board, individually and collectively, accepts responsibility for the information contained in this
announcement insofar as it relates to AfroCentric. In addition, the AfroCentric Board confirms that, to the best
of its knowledge and belief, the information contained in this announcement, as it relates to AfroCentric, is
true and correct and, where appropriate, does not omit anything that is likely to affect the importance of the
information contained herein pertaining to AfroCentric and that all reasonable enquiries to ascertain such
information have been made.
On behalf of the Board
Dr ATM Mokgokong Mr A Banderker
Chairman Group Chief Executive Officer
Johannesburg
13 March 2023
JSE Sponsor to AfroCentric
Questco Corporate Advisory Proprietary Limited
Date: 13-03-2023 12:21:00
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.ACT - CANCELLATION OF S472647 Summarised unaudited interim results for the six months ended 31 December 2022
2023/03/13 - 12:20:59Close articleContinue reading...
CANCELLATION OF S472647 Summarised unaudited interim results for the six months ended 31 December 2022
AfroCentric Investment Corporation Limited
(Incorporated in the Republic of South Africa)
(Registration number 1988/000570/06)
JSE Code: ACT ISIN: ZAE000078416
(“the Company" or AfroCentric”)
Summarised unaudited interim results for the six months ended 31 December 2022
Introduction to the AfroCentric Group
AfroCentric is a Level 1, majority black-owned JSE Limited listed investment holding company, which owns
and operates a diverse range of healthcare-related enterprises that provide specialised medical scheme
administration and deliver a range of healthcare products and services to the public and private healthcare
sectors. The principal objective of the Group is to ensure the delivery of efficient health management
services and the distribution of quality products - all at a manageable and affordable cost for the benefit of
our stakeholders. AfroCentric has successfully broadened its interests in the industry by continuing to
pursue new opportunities to expand and rationalise its presence across the healthcare sector.
The Board presents a summary of the Company’s results for the six months ended
31 December 2022.
Salient Features
% Unaudited six Unaudited six
change months ended months ended
31 December 31 December
2022 2021
Total revenue from contracts with customers (R’ 1.2 4 322.1 4 269.6
million)
Profit before tax (R’ million) (17.2) 270.9 327.3
Profit for the year (R’ million) (16.9) 194.4 233.6
Basic earnings (R’ million) (18.5) 125.8 154.3
Headline earnings (R’ million) (18.7) 125.7 154.5
Basic earnings (cents per share) (18.8) 21.79 26.83
Headline earnings (cents per share) (19.0) 21.76 26.86
Weighted average number of ordinary shares 577.4 million 575.1 million
Dividend declared (cents per share) (100.0) 0 17
Dividends
The Board has decided to follow a prudent approach to short term cash flow funding by postponing the
interim dividend due to the significant increase in the trade receivables. A final full year dividend will be
considered at year end in accordance with the Board’s assessment of the Group’s solvency and liquidity
at that point in time.
Full Announcement
This short-form announcement is the responsibility of the Directors of the Company and is a summary of the
information in the full announcement and does not contain full or complete details. The full announcement is
available for viewing on the following websites:
Company’s website: http://www.afrocentric.za.com/inv-reporting.php
JSE website: https://senspdf.jse.co.za/documents/2023/JSE/ISSE/ACT/act2023.pdf
Any investment decision by investors and/or shareholders should be based on consideration of the information
contained in the full announcement released on SENS, copies of which are also available for inspection at the
Company’s offices on workdays during business hours (at no charge) or on request from the company secretary
by email: billym@afrocentrichealth.com
Responsibility Statement
The AfroCentric Board, individually and collectively, accepts responsibility for the information contained in this
announcement insofar as it relates to AfroCentric. In addition, the AfroCentric Board confirms that, to the best
of its knowledge and belief, the information contained in this announcement, as it relates to AfroCentric, is true
and correct and, where appropriate, does not omit anything that is likely to affect the importance of the
information contained herein pertaining to AfroCentric and that all reasonable enquiries to ascertain such
information have been made.
On behalf of the Board
Dr ATM Mokgokong Mr A Banderker
Chairperson Group Chief Executive Officer
Johannesburg
13 September 2022
JSE Sponsor to AfroCentric
Questco Corporate Advisory Proprietary Limited
Date: 13-03-2023 12:20:59
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.ACT - Summarised unaudited interim results for the six months ended 31 December 2022
2023/03/13 - 09:36:00Close articleContinue reading...
Click below to view full PDF article
https://senspdf.jse.co.za/documents/2023/jse/isse/act/act2023.pdf
Summarised unaudited interim results for the six months ended 31 December 2022
AfroCentric Investment Corporation Limited
(Incorporated in the Republic of South Africa)
(Registration number 1988/000570/06)
JSE Code: ACT ISIN: ZAE000078416
(“the Company" or AfroCentric”)
Summarised unaudited interim results for the six months ended 31 December 2022
Introduction to the AfroCentric Group
AfroCentric is a Level 1, majority black-owned JSE Limited listed investment holding company, which owns
and operates a diverse range of healthcare-related enterprises that provide specialised medical scheme
administration and deliver a range of healthcare products and services to the public and private healthcare
sectors. The principal objective of the Group is to ensure the delivery of efficient health management
services and the distribution of quality products - all at a manageable and affordable cost for the benefit of
our stakeholders. AfroCentric has successfully broadened its interests in the industry by continuing to
pursue new opportunities to expand and rationalise its presence across the healthcare sector.
The Board presents a summary of the Company’s results for the six months ended
31 December 2022.
Salient Features
% Unaudited six Unaudited six
change months ended months ended
31 December 31 December
2022 2021
Total revenue from contracts with customers (R’ 1.2 4 322.1 4 269.6
million)
Profit before tax (R’ million) (17.2) 270.9 327.3
Profit for the year (R’ million) (16.9) 194.4 233.6
Basic earnings (R’ million) (18.5) 125.8 154.3
Headline earnings (R’ million) (18.7) 125.7 154.5
Basic earnings (cents per share) (18.8) 21.79 26.83
Headline earnings (cents per share) (19.0) 21.76 26.86
Weighted average number of ordinary shares 577.4 million 575.1 million
Dividend declared (cents per share) (100.0) 0 17
Dividends
The Board has decided to follow a prudent approach to short term cash flow funding by postponing the
interim dividend due to the significant increase in the trade receivables. A final full year dividend will be
considered at year end in accordance with the Board’s assessment of the Group’s solvency and liquidity
at that point in time.
Full Announcement
This short-form announcement is the responsibility of the Directors of the Company and is a summary of the
information in the full announcement and does not contain full or complete details. The full announcement is
available for viewing on the following websites:
Company’s website: http://www.afrocentric.za.com/inv-reporting.php
JSE website: https://senspdf.jse.co.za/documents/2023/JSE/ISSE/ACT/act2023.pdf
Any investment decision by investors and/or shareholders should be based on consideration of the information
contained in the full announcement released on SENS, copies of which are also available for inspection at the
Company’s offices on workdays during business hours (at no charge) or on request from the company secretary
by email: billym@afrocentrichealth.com
Responsibility Statement
The AfroCentric Board, individually and collectively, accepts responsibility for the information contained in this
announcement insofar as it relates to AfroCentric. In addition, the AfroCentric Board confirms that, to the best
of its knowledge and belief, the information contained in this announcement, as it relates to AfroCentric, is true
and correct and, where appropriate, does not omit anything that is likely to affect the importance of the
information contained herein pertaining to AfroCentric and that all reasonable enquiries to ascertain such
information have been made.
On behalf of the Board
Dr ATM Mokgokong Mr A Banderker
Chairperson Group Chief Executive Officer
Johannesburg
13 September 2022
JSE Sponsor to AfroCentric
Questco Corporate Advisory Proprietary Limited
Date: 13-03-2023 09:36:00
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.ACT,SLM - Sanlam partial offer to AfroCentric shareholders unconditional as to acceptances
2023/02/14 - 15:15:00Close articleContinue reading...
Sanlam partial offer to AfroCentric shareholders unconditional as to acceptances
AfroCentric Investment Corporation Limited Sanlam Limited
(Incorporated in South Africa) (Incorporated in South Africa)
(Registration number 1988/000570/06) (Registration number 1959/001562/06)
JSE share code: ACT JSE share code: SLM
ISIN: ZAE000078416 A2X share code: SLMNSX share code: SLA
(“AfroCentric”) ISIN: ZAE000070660
(“Sanlam”)
SANLAM PARTIAL OFFER TO AFROCENTRIC SHAREHOLDERS UNCONDITIONAL AS TO ACCEPTANCES
Unless otherwise defined in this announcement, words and expressions contained herein shall have the same
meanings as assigned to them in the combined circular distributed to AfroCentric Shareholders on Thursday, 8
December 2022 (“Combined Circular”) and available on AfroCentric’s website (http://www.afrocentric.za.com/inv-
circulars.php) and on Sanlam’s website (www.sanlam.com/presentations).
AfroCentric Shareholders are referred to the Combined Circular and the updated timetable applicable to the
Proposed Transaction published on SENS on 23 January 2023.
1. LEVEL OF ACCEPTANCES
Sanlam and AfroCentric are pleased to announce that acceptances have been received in respect of 268 361 529
AfroCentric Shares, representing 46.4% of the issued share capital of AfroCentric, which exceeds the Minimum
Shares Percentage of 36.9%. In the circumstances and in accordance with Regulation 102(1) of the Takeover
Regulations, it is confirmed that the Partial Offer is hereby unconditional as to acceptances and, further, that
the Partial Offer Condition Precedent detailed in Section B Paragraph 6.2.1 has been fulfilled .
AfroCentric Shareholders should note that the Proposed Transaction remains subject to the remaining Partial Offer
Conditions Precedent detailed in Section B Paragraph 6.2 of the Combined Circular. An announcement will be
released on SENS at the appropriate time declaring the Partial Offer wholly unconditional and/or, if applicable,
advising of any extension of the Offer Closing Date. It is currently anticipated that this announcement will be
published on SENS on or about 16 March 2023.
2. RESPONSIBILITY STATEMENTS
The AfroCentric Board (including the Independent Board), individually and collectively, accepts responsibility for the
information contained in this announcement insofar as it relates to AfroCentric. In addition, the AfroCentric Board
confirms that, to the best of its knowledge and belief, the information contained in this announcement, as it relates
to AfroCentric, is true and correct and, where appropriate, does not omit anything that is likely to affect the
importance of the information contained herein pertaining to AfroCentric and that all reasonable enquiries to
ascertain such information have been made.
The board of directors of Sanlam accepts responsibility for the information contained in this announcement insofar
as it relates to Sanlam. In addition, the Sanlam Board confirms that, to the best of its knowledge and belief, the
information contained in this announcement, as it relates to Sanlam, is true and correct and, where appropriate,
does not omit anything that is likely to affect the importance of the information contained herein pertaining to Sanlam
and that all reasonable enquiries to ascertain such information have been made.
By order of the AfroCentric Board
Johannesburg
14 February 2023
Financial Advisor and Transaction Sponsor to AfroCentric
Investec Bank Limited
Legal Advisor to AfroCentric
Norton Rose Fulbright South Africa
Independent Expert to AfroCentric Independent Board
BDO Corporate Finance Proprietary Limited
By order of the Sanlam Board
Bellville
14 February 2023
Exclusive Financial Advisor and Transaction Sponsor to Sanlam Limited
Rand Merchant Bank, a division of FirstRand Bank Limited
Legal Advisor to Sanlam Limited
ENSafrica
Date: 14-02-2023 03:15:00
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.ACT - Dealings in securities by Directors and their Associates
2023/02/13 - 14:30:00Close articleContinue reading...
Dealings in securities by Directors and their Associates
AfroCentric Investment Corporation Limited
(Incorporated in South Africa)
(Registration number 1988/000570/06)
JSE share code: ACT
ISIN: ZAE000078416
(“AfroCentric” or “ACT”)
DEALINGS IN SECURITIES BY DIRECTORS AND THEIR ASSOCIATES
Unless otherwise defined in this announcement, words and expressions contained herein shall have the same
meanings as assigned to them in the combined circular distributed to AfroCentric Shareholders on Thursday,
8 December 2022 (“Combined Circular”) and available on AfroCentric’s website (http://www.afrocentric.za.com/inv-
circulars.php) and on Sanlam’s website (www.sanlam.com/presentations).
Shareholders of AfroCentric are referred to the Combined Circular whereby the AfroCentric Directors disclosed their
intent to accept the Partial Offer and the manner in which they intend to surrender their AfroCentric Shares in respect
of the Partial Offer. The Partial Offer is for a consideration of R6.00 per AfroCentric Share whereby an Offer Participant,
accepts to tender their AfroCentric Share to Sanlam Limited.
In accordance with section 3.64(b) of the JSE Listings Requirements, Shareholders of AfroCentric are advised of the
formal acceptances and dealings in securities by AfroCentric Directors.
Name of Non-Executive Director ATM Mokgokong
Nature of transaction Off market acceptance of Partial Offer and tender of ACT
Shares held by associates
Name of associate Community Investment Holdings (Pty) Ltd
Date of formal acceptance and tender of ACT Shares 10 February 2023
Number of ACT Shares tendered 41 075 651
Deemed transaction value R246 453 906
Class of Securities Ordinary shares
Nature of director’s interest Indirect beneficial
Name of Non-Executive Director MJ Madungandaba
Nature of transaction Off market acceptance of Partial Offer and tender of ACT
Shares held by associates
Name of associate Community Investment Holdings (Pty) Ltd
Date of formal acceptance and tender of ACT Shares 10 February 2023
Number of ACT Shares tendered 43 365 747
Deemed transaction value R260 194 482
Nature of director’s interest Indirect beneficial
Name of Non-Executive Director ND Munisi
Nature of transaction Off market acceptance of Partial Offer and tender of ACT
Shares held directly and by associates
Name of associate Golden Pond Trading 175 (Pty) Ltd
Date of formal acceptance and tender of ACT Shares 10 February 2023
Number of ACT Shares tendered 42 004 200
Deemed transaction value R252 025 200
Class of Securities Ordinary shares
Nature of director’s interest Direct and indirect beneficial
Name of Non-Executive Director WH Britz
Nature of transaction Off market acceptance of Partial Offer and tender of ACT
Shares held directly and by associates
Name of associates WHB Holdings (Pty) Ltd
RQ Investments (Pty) Ltd
Date of formal acceptance and tender of ACT Shares 10 February 2023
Number of ACT Shares tendered 35 449 361
Deemed transaction value R212 696 166
Class of Securities Ordinary shares
Nature of director’s interest Direct and indirect beneficial
Name of Executive Director A Banderker
Nature of transaction Off market acceptance of Partial Offer and tender of ACT
Shares
Date of formal acceptance and tender of ACT Shares 10 February 2023
Number of ACT Shares tendered 511 326
Deemed transaction value R3 067 956
Class of Securities Ordinary shares
Nature of director’s interest Direct beneficial
Name of Executive Director JW Boonzaaier
Nature of transaction Off market acceptance of Partial Offer and tender of ACT
Shares
Date of formal acceptance and tender of ACT Shares 10 February 2023
Number of ACT Shares tendered 230 001
Deemed transaction value R1 380 006
Class of Securities All ordinary shares
Nature of director’s interest Direct beneficial
Name of Non-Executive Director FG Allen
Nature of transaction Off market acceptance of Partial Offer and tender of ACT
Shares
Date of formal acceptance and tender of ACT Shares 10 February 2023
Number of ACT Shares tendered 46 880
Deemed transaction value R281 280
Class of Securities Ordinary shares
Nature of director’s interest Direct beneficial
Clearance was obtained in terms of paragraph 3.66 of the JSE Listings Requirements prior to the closed period of
AfroCentric which commenced on 1 January 2023. The Directors provided their investment decision to the Company
Secretary of AfroCentric on 9 November 2022, which information was then disclosed in the Combined Circular issued
on 8 December 2022.
RESPONSIBILITY STATEMENT
The AfroCentric Board, individually and collectively, accepts responsibility for the information contained in this
announcement insofar as it relates to AfroCentric. In addition, the AfroCentric Board confirms that, to the best of its
knowledge and belief, the information contained in this announcement, as it relates to AfroCentric, is true and correct
and, where appropriate, does not omit anything that is likely to affect the importance of the information contained herein
pertaining to AfroCentric and that all reasonable enquiries to ascertain such information have been made.
By order of the AfroCentric Board
Johannesburg
13 February 2023
Financial Advisor and Transaction Sponsor to AfroCentric
Investec Bank Limited
Date: 13-02-2023 02:30:00
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.ACT,SLM - Updated timetable in respect of the Partial Offer by Sanlam
2023/01/23 - 16:00:00Close articleContinue reading...
Updated timetable in respect of the Partial Offer by Sanlam
AfroCentric Investment Corporation Limited Sanlam Limited
(Incorporated in South Africa) (Incorporated in South Africa)
(Registration number 1988/000570/06) (Registration number 1959/001562/06)
JSE share code: ACT JSE share code: SLM
ISIN: ZAE000078416 A2X share code: SLMNSX share code: SLA
(“AfroCentric”) ISIN: ZAE000070660
(“Sanlam”)
UPDATED TIMETABLE IN RESPECT OF THE PARTIAL OFFER BY SANLAM
Unless otherwise defined in this announcement, words and expressions contained herein shall have the same
meanings as assigned to them in the combined circular distributed to AfroCentric Shareholders on Thursday,
8 December 2022 (“Combined Circular”) and available on AfroCentric’s website (http://www.afrocentric.za.com/inv-
circulars.php) and on Sanlam’s website (www.sanlam.com/presentations).
Shareholders are referred to the Combined Circular and to the results of Afrocentric General Meeting announcement
published on SENS on Thursday, 12 January 2023 in which Shareholders were advised that all of the resolutions
necessary to approve the Partial Offer and the Asset for Share Transaction were approved by the requisite majority of
votes.
AfroCentric Shareholders are reminded that, whilst the Offer Closing Date is Friday, 31 March 202 3 (unless extended),
AfroCentric and Sanlam, in accordance with Regulation 102(10) of the Takeover Regulations, are required to release
a joint announcement on SENS by no later than 16:30 on Thursday, 16 February 2023, confirming whether the Partial
Offer is unconditional as to acceptances, or has terminated. Unless the Partial Offer has been accepted in respect of
31.3% of AfroCentric Shares by Thursday, 16 February 2023, Sanlam will not be entitled to waive the Minimum Shares
Percentage and the Partial Offer will terminate and no longer be open for acceptance by AfroCentric Shareholders.
If 31.3% or more of AfroCentric Shares are tendered by Thursday, 16 February 2023, Sanlam has the option to waive
the Minimum Shares Requirement and declare the Partial Offer unconditional as to acceptances ; however, if less than
31.3% of AfroCentric Shares are tendered, Sanlam has no election and the Partial Offer will terminate.
Accordingly, AfroCentric Shareholders who wish to participate in the Partial Offer are encouraged to tender
their shares before Thursday, 16 February 2023, in order to ensure that the Partial Offer will be declared
unconditional as to acceptances.
It is noted that the Combined Circular incorrectly identifies the date on which the Partial Offer must be declared
unconditional as to acceptances as being Tuesday, 14 March 2023. Further and subse quent to publishing the
Combined Circular, 27 December 2022 was declared as a public holiday in South Africa. Correcting for both the error
and the declaration of the public holiday, the revised date for the Partial Offer to be declared unconditional as to
acceptances is Thursday, 16 February 2023 and the revised date for the Partial Offer to be declared wholly
unconditional is Thursday, 16 March 2023.
RESPONSIBILITY STATEMENTS
The AfroCentric Board, individually and collectively, accepts responsibility for the information contained in this
announcement insofar as it relates to AfroCentric. In addition, the AfroCentric Board confirms that, to the best of its
knowledge and belief, the information contained in this announcement, as it relates to AfroCentric, is true and correct
and, where appropriate, does not omit anything that is likely to affect the importance of the information contained herein
pertaining to AfroCentric and that all reasonable enquiries to ascertain such information have been made.
The board of directors of Sanlam accepts responsibility for information contained in this announcement insofar as it
relates to Sanlam. In addition, the Sanlam Board certifies that to the best of its knowledge and belief, the information
contained in this announcement as it relates to Sanlam, is true and correct and, where appropriate, does not omit
anything that is likely to affect the importance of the information contained herein pertaining to Sanlam and that all
reasonable enquiries to ascertain such information have been made.
Johannesburg
23 January 2023
Financial Advisor and Transaction Sponsor to AfroCentric
Investec Bank Limited
Legal Advisor to AfroCentric
Norton Rose Fulbright South Africa
Independent Expert to AfroCentric Independent Board
BDO Corporate Finance Proprietary Limited
Financial Advisor and Transaction Sponsor to Sanlam
Rand Merchant Bank a division of FirstRand Bank Limited
Legal Advisor to Sanlam
ENS Africa
Date: 23-01-2023 04:00:00
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.ACT - Dealing in securities by a Director of AfroCentric relating to vesting of Share Option Awards
2023/01/17 - 12:10:00Close articleContinue reading...
Dealing in securities by a Director of AfroCentric relating to vesting of Share Option Awards
AfroCentric Investment Corporation Limited
(Incorporated in the Republic of South Africa)
(Registration number 1988/000570/06)
JSE Code: ACT ISIN: ZAE000078416
(“the Company" or “AfroCentric”)
Dealing in securities by a Director of AfroCentric relating to vesting of Share Option Awards under the
Long Term Investment Plan of the Company.
In compliance with paragraphs 3.63 to 3.74 of the JSE Limited Listings Requirements, the Company
hereby discloses the following information relating to the acceptance of vested share option awards (“Share
Awards”) by a director of the Company, in terms of the rules of the AfroCentric Long Term Incentive Plan
(“LTIP”):
Name of Director: Mr Hannes Boonzaaier
Designation: AfroCentric Group Chief Financial Officer
Class of securities: AfroCentric ordinary shares
Nature of interest: Direct beneficial
Award Dates: 22 November 2017(1), 15 November 2018(2) and
29 November 2019(3)
Date of transaction: 12 January 2022
Nature of transaction: Acceptance of vested Share Awards in terms of the
Company’s LTIP
Number of securities: 66 665(1)
66 666 (2)
166 666 (3)
Price per security (cents): Rnil
Value per security: R3.91(4)
Value of transaction: R1 172 988.27
Clearance obtained: Yes (5)
Notes:
1. Vesting of the third tranche of Share Awards (being 1/3rd of total Share Awards vested after the expiry of the
retention period of 5 (five) years after Award Date).
2. Vesting of the second tranche of Share Awards (being 1/3rd of total Share Awards vested after the expiry of
the retention period of 4 (four) years after Award Date).
3. Vesting of the first tranche of Share Awards (being 1/3rd of total Share Awards vested after the expiry of the
retention period of 3 (three) years after Award Date).
4. The market value of the securities as determined in the resolution passed and approved by
shareholders at the Annual General Meeting of the Company held on 8 November 2017.
5. Clearance to deal and the instruction to accept the award were given by Mr Boonzaaier prior to
AfroCentric entering a closed period.
Johannesburg
17 January 2023
JSE Sponsor to AfroCentric
Questco Corporate Advisory Proprietary Limited
Date: 17-01-2023 12:10:00
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.ACT - Results of the General Meeting of Afrocentric Shareholders
2023/01/12 - 16:00:00Close articleContinue reading...
Results of the General Meeting of Afrocentric Shareholders
AfroCentric Investment Corporation Limited
(Incorporated in South Africa)
(Registration number 1988/000570/06)
JSE share code: ACT
ISIN: ZAE000078416
(“AfroCentric”)
RESULTS OF THE GENERAL MEETING OF AFROCENTRIC SHAREHOLDERS
Unless otherwise defined in this announcement, words and expressions contained herein shall have the same
meanings as assigned to them in the combined circular distributed to AfroCentric Shareholders on Thursday, 8
December 2022 (“Combined Circular”) and available on AfroCentric’s website (http://www.afrocentric.za.com/inv-
circulars.php) and on Sanlam’s website (www.sanlam.com/presentations).
1. INTRODUCTION
Shareholders of AfroCentric are advised that all of the resolutions necessary to approve the Partial Offer and the
Asset for Share Transaction tabled at the General Meeting of AfroCentric Shareholders held today, Thursday 12
January 2023, were approved by the requisite majority of votes of AfroCentric Shareholders present and entitled
to vote thereon.
2. RESULTS OF VOTING AT THE GENERAL MEETING
The total number of AfroCentric Shares present in person or by proxy at the General Meeting was 453 294 164,
representing 78% of the AfroCentric Shares in issue as at Friday,6 January 2023, being the Voting Record Date.
The voting results are as follows:
TOTAL AFROCENTRIC SHARES VOTED ABSTENTIONS
RESOLUTION
NUMBER FOR* AGAINST* % ** %***
Ordinary
Resolution
Number 1
Approval of the 452 137 239
Partial Offer being 78.59% of the 100% 0.00% 78.11% 0.20%
AfroCentric Shares
entitled to vote
Ordinary
Resolution
Number 2
Authority to 452 137 239
give effect to being 78.59% of the 100% 0.00% 78.11% 0.20%
resolutions AfroCentric Shares
entitled to vote
Special
Resolution
Number 1
Approval of the
Asset for Share
Transaction
and authority to 452 024 851
issue the A4S being 78.58% of the
Consideration AfroCentric Shares 99.99% 0.01% 78.09% 0.20%
Shares in entitled to vote
terms of
section 41(3) of
the Companies
Act
*Expressed as a percentage of the total number of AfroCentric Shares voted at the General Meeting.
**Shares voted, expressed as a percentage of the total number of AfroCentric Shares in issue.
***Shares abstained, expressed as a percentage of the total number of AfroCentric Shares in issue.
3. UPDATE REGARDING THE PARTIAL OFFER
Notwithstanding the approval of the Partial Offer by AfroCentric Shareholders at the General Meeting, AfroCentric
Shareholders should note that the Partial Offer remains subject to the fulfilment or waiver, as applicable, of the
remaining Partial Offer Conditions, as set out in the Combined Circular. Shareholders will be provided with a further
update regarding the fulfilment or waiver, as the case may be, of the Partial Offer Conditions in due course.
4. RESPONSIBILITY STATEMENT
The AfroCentric Board, individually and collectively, accepts responsibility for the information contained in this
announcement insofar as it relates to AfroCentric. In addition, the AfroCentric Board confirms that, to the best of
its knowledge and belief, the information contained in this announcement, as it relates to AfroCentric, is true and
correct and, where appropriate, does not omit anything that is likely to affect the importance of the information
contained herein pertaining to AfroCentric and that all reasonable enquiries to ascertain such information have
been made.
By order of the AfroCentric Board
Johannesburg
12 January 2023
Financial Advisor and Transaction Sponsor to AfroCentric
Investec Bank Limited
Legal Advisor to AfroCentric
Norton Rose Fulbright South Africa
Independent Expert to AfroCentric Independent Board
BDO Corporate Finance Proprietary Limited
Date: 12-01-2023 04:00:00
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.ACT - Availability of updated B-BEE certificate
2022/12/22 - 16:51:00Close articleContinue reading...
Availability of updated B-BEE certificate
AfroCentric Investment Corporation Limited
(Incorporated in the Republic of South Africa)
(Registration number 1988/000570/06)
JSE Code: ACT ISIN: ZAE000078416
(“the Company" or ÄfroCentric”)
Availability of Broad-Based Black Economic Empowerment (“B-BBEE”) Compliance
Report and Certificate
AfroCentric shareholders are advised that the Company’s updated Annual Compliance
Report and Certificates in terms of Section 13G(2) of the B-BBEE Amendment Act No. 46 of
2013, are available on the Company’s website at http://www.afrocentric.za.com/sus-
equality.php
Johannesburg
22 December 2022
JSE Sponsor to AfroCentric
Questco Corporate Advisory Proprietary Limited
Date: 22-12-2022 04:51:00
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.ACT - Dealing in securities by a Director
2022/12/19 - 17:35:00Close articleContinue reading...
Dealing in securities by a Director
AfroCentric Investment Corporation Limited
(Incorporated in the Republic of South Africa)
(Registration number 1988/000570/06)
JSE Code: ACT ISIN: ZAE000078416
(“the Company" or “AfroCentric”)
Dealing in securities by a Director of AfroCentric relating to vesting of Share Option Awards under the
Long Term Investment Plan of the Company.
In compliance with paragraphs 3.63 to 3.74 of the JSE Limited Listings Requirements, the Company
hereby discloses the following information relating to the acceptance of vested share option awards (“Share
Awards”) by a director of the Company, in terms of the rules of the AfroCentric Long Term Incentive Plan
(“LTIP”):
Name of Director: Mr Ahmed Banderker
Designation: Afrocentric Group Chief Executive Officer
Class of securities: AfroCentric ordinary shares
Nature of interest: Direct beneficial
Award Date: 1 April 2019
Date of transaction: 12 December 2022
Nature of transaction: Acceptance of vested Share Awards in terms of the
Company’s LTIP
Number of securities: 333 3321
Price per security (cents): Rnil
Value per security: 391 cents2
Value of transaction: R1 303 328.12
Clearance obtained: Yes
Notes:
1. Vesting of first tranche of Share Awards (being 1/3rd of total Share Awards vested after the expiry of the
retention period of 3 (three) years after Award Date).
2. The market value of the securities as determined in the resolution passed and approved by
shareholders at the Annual General Meeting of the Company held on 8 November 2017.
Johannesburg
19 December 2022
JSE Sponsor to AfroCentric
Questco Corporate Advisory Proprietary Limited
Date: 19-12-2022 05:35:00
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.ACT - Dealing by a company secretary
2022/12/19 - 17:25:00Close articleContinue reading...
Dealing by a company secretary
AfroCentric Investment Corporation Limited
(Incorporated in the Republic of South Africa)
(Registration number 1988/000570/06)
JSE Code: ACT ISIN: ZAE000078416
(“AfroCentric”)
DEALING IN SECURITIES BY A COMPANY SECRETARY
In compliance with paragraphs 3.63 of the JSE Limited Listings Requirements, the Company hereby
discloses the following dealing in securities by the Company Secretary of AfroCentric:
Name of Director Mr DR Mokale
Designation: Company Secretary
Date of transaction: 12 December 2022
Nature of transaction: On market disposal of Afrocentric shares
Class of securities: Ordinary shares
Number of securities: 25 000
Price per security: R5.03
Value of transaction: R125 750.00
Nature of interest: Direct Beneficial
Clearance obtained: Yes
Johannesburg
19 December 2022
JSE Sponsor to AfroCentric
Questco Corporate Advisory Proprietary Limited
Date: 19-12-2022 05:25:00
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.ACT,SLM - Distribution of circular, notice of general meeting and withdrawal of cautionary announcement
2022/12/08 - 16:35:00Close articleContinue reading...
Distribution of circular, notice of general meeting and withdrawal of cautionary announcement
AfroCentric Investment Corporation Limited Sanlam Limited
(Incorporated in South Africa) (Incorporated in South Africa)
(Registration number 1988/000570/06) (Registration number 1959/001562/06)
JSE share code: ACT JSE share code: SLM
ISIN: ZAE000078416 A2X share code: SLM
("AfroCentric") NSX share code: SLA
ISIN: ZAE000070660
("Sanlam")
JOINT ANNOUNCEMENT REGARDING THE DISTRIBUTION OF COMBINED CIRCULAR, NOTICE OF GENERAL MEETING
REGARDING THE OFFER BY SANLAM TO ACQUIRE CONTROL OF AFROCENTRIC AND WITHDRAWAL OF CAUTIONARY
ANNOUNCEMENT
Unless otherwise defined in this announcement, words and expressions contained herein shall have the same
meanings as assigned to them in the Circular distributed to AfroCentric Shareholders today, Thursday, 8 December
2022 and available on AfroCentric’s website (http://www.afrocentric.za.com/inv-circulars.php) and on Sanlam’s website
(www.sanlam.com/presentations).
1. INTRODUCTION
1.1. AfroCentric Shareholders are referred to the Firm Intention Announcement released on SENS by Sanlam
and AfroCentric on Tuesday, 11 October 2022. AfroCentric Shareholders were advised that the AfroCentric
Board had received a letter from Sanlam, expressing Sanlam's firm intention to acquire AfroCentric Shares
from AfroCentric Shareholders constituting no less than the Minimum Shares Percentage and up to the
Maximum Shares Percentage, subject to Sanlam's right, in its discretion, to (i) waive the Minimum Shares
Requirement (provided Sanlam shall not acquire less than the Absolute Floor) or (ii) acquire more than the
Maximum Shares Percentage (provided Sanlam shall not acquire more than the Absolute Ceiling), as
applicable.
1.2. AfroCentric Shareholders will note that the percentage given for the Absolute Ceiling in the definition of
'Absolute Ceiling' disclosed in the Circular (namely 64.45%) differs from the percentage given for the Absolute
Ceiling in the Firm Intention Announcement (namely 64.8%). The reduction from 64.8% in the Firm Intention
Announcement to 64.45% in the Circular is necessitated by the fact that in November 2022, subsequent to
the release of the Firm Intention Announcement, 3 089 995 AfroCentric Shares were issued to participants
of the 2017 Incentive Scheme. This has the consequence that the number of AfroCentric Shares available to
participate in the Partial Offer has increased. The guarantee provided by Sanlam to the TRP, as required by
the Takeover Regulations, provides for a maximum cash consideration of R2 234 413 136; however, if
Sanlam were to acquire 64.8% of the increased available number of AfroCentric Shares for cash in terms of
the Partial Offer, the cash consideration payable by Sanlam would exceed this amount by approximately R12
000 000. In the circumstances and in order to ensure that the guarantee provided by Sanlam to the TRP is
not exceeded in implementing the Partial Offer, the threshold for the Absolute Ceiling has been reduced from
64.8% to 64.45%. TRP approval for this minor amendment to the Partial Offer has been obtained.
1.3. In terms of section 125(3)(b)(ii) of the Companies Act, the Partial Offer Approval Resolution is required to be
adopted by AfroCentric Shareholders in order for the Partial Offer to proceed.
1.4. The Offer Consideration is R6.00 per Partial Offer Share and will be implemented by way of a Partial Offer
as contemplated in section 125(3) of the Companies Act. The Offer Consideration is payable in cash or in
Sanlam Shares or a combination thereof, at the election of each Offer Participant.
1.5. The Partial Offer is subject to the Partial Offer Conditions Precedent, which include the adoption of the Partial
Offer Approval Resolution and the Asset for Share Resolution, respectively, by the requisite voting thresholds
of AfroCentric Shareholders. To the extent that the A4S Conditions Precedent (which include that the Partial
Offer is implemented) are fulfilled or, if permitted, waived, AfroCentric will issue the A4S Consideration Shares
to Sanlam Life immediately after the Partial Offer is implemented in exchange and as consideration for the
disposal by Sanlam Life to AfroCentric of all the shares held by Sanlam Life in AHA. Sanlam Life currently
holds 28.7% of AHA. The Asset for Share Transaction constitutes a category 1 transaction for AfroCentric in
terms of the Listings Requirements.
1.6. The Proposed Transaction is constituted by both the Partial Offer and the Asset for Share Transaction.
1.7. Once the Proposed Transaction has been implemented:
1.7.1. the Sanlam Group will hold no less than 55.0% of the AfroCentric Shares (subject to Sanlam's right to
waive the Minimum Shares Requirement), made up of the Partial Offer Shares (being Sanlam's direct
36.9% holding in AfroCentric following implementation of the Partial Offer) and the A4S Consideration
Shares (being Sanlam Life's direct 28.7% holding in AfroCentric following implementation of the Asset
for Share Transaction); and
1.7.2. AHA will be a wholly owned subsidiary of AfroCentric.
1.8. Sanlam has undertaken in favour of AfroCentric that, once the Proposed Transaction has been implemented,
it will not increase its shareholding in AfroCentric to 75% or more without making an offer to AfroCentric
Shareholders to acquire all their AfroCentric Shares (other than AfroCentric Shares held within the Sanlam
Group, and Treasury Shares) in terms of section 117(1)(c)(v) of the Companies Act.
1.9. The implementation of the Proposed Transaction is subject to the fulfilment or, if permitted, waiver of the
Partial Offer Conditions Precedent set out in the Circular and the A4S Conditions Precedent set out in the
Circular.
1.10.For a full understanding of the Proposed Transaction, the General Meeting Resolutions which are required
to be adopted and the various elections available to AfroCentric Shareholders, the Circular should be read in
its entirety.
2. DISTRIBUTION OF THE CIRCULAR AND NOTICE CONVENING THE GENERAL MEETING
2.1. The Circular, providing full details of the Partial Offer and the Asset for Share Transaction and containing,
inter alia, the Notice of the General Meeting of AfroCentric Shareholders, the Independent Expert Report, the
recommendations of the Independent Board, the salient dates and times relating to the Partial Offer, and the
necessary forms in order to effect the Partial Offer, was distributed to AfroCentric Shareholders today,
Thursday, 8 December 2022.
2.2. Shareholders are advised that a copy of the Circular relating to the Proposed Transaction is available on
AfroCentric’s website (http://www.afrocentric.za.com/inv-circulars.php) and on Sanlam’s website
(www.sanlam.com/presentations).
2.3. The General Meeting convened in terms of the Notice of General Meeting will be held at AfroCentric
Distribution Services Offices, The Greens Office Park, Building L, 26 Charles de Gaulle Crescent, Highveld
Ext12 Centurion at 10:00 on Thursday, 12 January 2023, for the purpose of considering and, if deemed fit,
passing, with or without modification, the resolutions required to be approved by AfroCentric Shareholders in
order to approve the Proposed Transaction.
2.4. AfroCentric Shareholders will also be able to follow the meeting remotely via a live audio webcast available
on our website https://www.corpcam.com/AfroCentricGM2022. AfroCentric Shareholders are advised that
they will not be able to vote at or participate in the General Meeting through the live audio webcast.
3. DISTRIBUTION OF THE CIRCULAR AND NOTICE CONVENING THE GENERAL MEETING
The salient dates and times relating to the Circular and the General Meeting are set out below:
Item 2022
Offer Opening Date, at 09:00 on Friday, 9 December
2023
Last day to trade in AfroCentric Shares in order to be eligible to attend and vote at the Tuesday, 3 January
General Meeting
Voting Record Date Friday, 6 January
Last day to lodge Forms of Proxy (blue) for administrative purposes, by 10:00 on Tuesday, 10 January
General Meeting to be held at AfroCentric Distribution Services Offices, The Greens Thursday, 12 January
Office Park, Building L.26 Charles de Gaulle Crescent, Highveld Ext12 Centurion at 10:00
on
Results of General Meeting published on SENS on Thursday, 12 January
Partial Offer either declared unconditional as to acceptances or declared to have Tuesday, 14 March
terminated, as applicable, by no later than
Finalisation announcement, in which Partial Offer declared wholly unconditional, and any Tuesday, 14 March
extension of the Offer Closing Date specified, published on SENS by 11h00, expected to
be on
The following entries assume that all Partial Offer Conditions Precedent are fulfilled or, if Tuesday, 14 March
permitted, waived by no later than
Finalisation announcement published in the press on Wednesday, 15 March
Last day to trade in AfroCentric Shares in order to be eligible to participate in the Partial Tuesday, 28 March
Offer, expected to be on
AfroCentric Shares trade ex the entitlement to participate in the Partial Offer, expected to Wednesday, 29 March
be on
Announcement published on SENS in respect of the cash payment for Fractional Thursday, 30 March
Entitlements, based on the VWAP of a Sanlam Share traded on the JSE on Wednesday,
29 March 2023, discounted by 10%, expected to be on
Offer Closing Date, expected to be at 12:00 on Friday, 31 March
(unless extended by Sanlam)
AfroCentric Shareholders who wish to participate in the Partial Offer must tender the
AfroCentric Shares they wish to sell by this date and time and also elect the Settlement
Option. If AfroCentric Shareholders do not tender their AfroCentric Shares by this date
and time, such AfroCentric Shareholders will be deemed to have rejected the Partial Offer
and will retain their AfroCentric Shares
Offer Record Date, expected to be on Friday, 31 March
AfroCentric and Sanlam release a joint announcement on SENS, advising (i) whether Friday, 31 March
Sanlam will acquire more than the Maximum Shares Percentage and (ii) what the Partial
Offer Percentage is, expected to be on
Results of the Partial Offer announced on SENS, expected to be on Friday, 31 March
Results of the Partial Offer announced in the press, expected to be on Monday, 3 April
AfroCentric and Sanlam release a joint announcement on SENS, advising (i) the 30-day Monday, 3 April
VWAP of Sanlam Shares as at close of market on the Offer Record Date and (ii) the
number of Sanlam Shares which will be delivered in respect of the Consideration Share
Election for every 1 Partial Offer Share acquired in terms of the Partial Offer, as
contemplated in paragraph 4.3 of Section B of the Circular, expected to be on
Offer Operative Date, expected to be on Monday, 3 April
All Partial Offer Shares credited to Sanlam’s account with its CSDP or Broker, expected Monday, 3 April
to be on
Settlement date in respect of Offer Participants who are Certificated Shareholders and Monday, 3 April
who have lodged their Form of Election and Surrender (pink) and Documents of Title with
the Transfer Secretaries on or prior to the Offer Closing Date, on which date the Offer
Consideration and, if applicable, Fractional Entitlements (if any) due to such Offer
Participant will be settled as follows: (i) if elected to be settled wholly in cash, will be paid
to the Offer Participant by EFT, or (ii) if elected to be settled wholly or partly in Sanlam
Shares, will be credited to the Offer Participant’s CSDP or Broker account (with the
number of Sanlam Shares delivered calculated in accordance with the Share
Consideration Ratio), expected to be on
Settlement date in respect of Offer Participants who are Dematerialised Shareholders, on Monday, 3 April
which date the Offer Consideration and, if applicable, Fractional Entitlements (if any) due
to such Offer Participant will be credited to the Offer Participant’s CSDP or Broker account
(with the number of Sanlam Shares delivered, if any, calculated in accordance with the
Share Consideration Ratio), expected to be on
Effective Date, being the date on which Sanlam disposes of the A4S Shares to AfroCentric Monday, 3 April
in consideration for the issue by AfroCentric of the A4S Consideration Shares, expected
to be on
Please note: the entitlement in the form of Sanlam Shares will be different for each AfroCentric Shareholder, depending
on the ratio of Sanlam Shares to the Partial Offer Shares of an Offer Participant, who has elected the Consideration
Share Election, calculated in accordance with the formula set out in paragraph 4.2 of Section B of the Circular.
Notes
1. All times indicated in this announcement are SAST.
2. The dates and times indicated in the table above are based on certain assumptions regarding the date by when the Partial
Offer Conditions Precedent and A4S Conditions Precedent, respectively, will be fulfilled or, if permitted, waived and are
therefore subject to change, subject to the approval of the JSE and/or TRP (in circumstances where such approvals are
required). If the relevant dates are required to change, such changes will be announced on SENS.
3. Share certificates in respect of AfroCentric Shares may not be Dematerialised or Rematerialised between the last day to
trade in AfroCentric Shares in order to be eligible to participate in the Partial Offer, expected to be on Tuesday, 28 March
2023, and the Offer Record and Offer Closing Date, expected to be on Friday, 31 March 2023, both days inclusive, during
which period the certificated securities sub-register of AfroCentric’s Register will be closed.
4. AfroCentric Shareholders should note that, as transactions in AfroCentric Shares are settled in the electronic settlement
system used by Strate, settlement of trades takes place 3 Business Days after such trade. Therefore, persons who
acquire AfroCentric Shares after the last day to trade in order to be eligible to attend and vote at the General Meeting will
not be eligible to vote at the General Meeting, but may, nevertheless, participate in the Partial Offer provided that (i) the
Partial Offer becomes unconditional, (ii) such person acquires AfroCentric Shares on or prior to the last day to trade in
AfroCentric Shares in order to be eligible to participate in the Partial Offer (expected to be on Tuesday, 28 March 2023),
and (iii) holds such AfroCentric Shares on the Offer Record Date.
5. Offer Participants should note that acceptances in respect of the Partial Offer are irrevocable except in circumstances
contemplated in regulation 105(2) of the Takeover Regulations, namely if the Partial Offer (i) has not been declared wholly
unconditional by midnight on the 65th Business Day after the Offer Opening Date (i.e. Tuesday, 14 March 2023), (ii) has
not been declared unconditional as to acceptances, and (iii) still remains subject to other conditions. Therefore, once a
Partial Offer Participant has accepted the Partial Offer, they will not be able to trade their AfroCentric Shares until the
Partial Offer is implemented or, if applicable, their acceptance is withdrawn in circumstances contemplated in regulation
105(2) of the Takeover Regulations. Offer Participants who have withdrawn an acceptance of the Partial Offer in
circumstances contemplated in regulation 105(2) of the Takeover Regulations may subsequently again accept the Partial
Offer at any time on or prior to the last day to trade in order to be eligible to participate in the Partial Offer, expected to be
on Tuesday, 28 March 2023, but should note that, in accordance with regulation 105(4) of the Takeover Regulations, they
may withdraw such acceptance and re-accept the Partial Offer only once.
6. In terms of the Takeover Regulations, the Partial Offer must remain open for at least 10 Business Days after the date that
it is announced that the Partial Offer is wholly unconditional.
7. Sanlam reserves the right to extend the Offer Closing Date to a later Business Day than Friday, 31 March 2023, which
extension shall be announced by AfroCentric and Sanlam and which extended Offer Closing Date shall (i) be a Friday and
(ii) not be earlier than 10 Business Days after the date of the announcement that the Partial Offer is unconditional. Any
extension to the Offer Closing Date will affect other dates applicable to the Proposed Transaction, including the Offer
Record Date, Offer Closing Date, Offer Operative Date and Effective Date. In circumstances where the Offer Closing
Date is extended, an announcement will be released on SENS and published in the press with the relevant updates to the
salient dates and times.
4. FOREIGN SHAREHOLDERS
4.1. The Proposed Transaction, including the Partial Offer and the Consideration Share Election, is governed by
and will be implemented in accordance with the laws of South Africa and is subject to applicable South African
laws and regulations, including the Exchange Control Regulations. These South African laws may be
different from the laws applicable in other jurisdictions. Certain AfroCentric Shareholders who have a
registered address in and/or who are nationals, citizens or residents of foreign jurisdictions (Foreign
Shareholders) may be prohibited from electing the Consideration Share Election, whereby they elect to
receive Sanlam Shares pursuant to the Partial Offer.
4.2. No action has been taken by AfroCentric or Sanlam to obtain any approval, authorisation or exemption to
permit the settlement of the Offer Consideration in Sanlam Shares, or the possession or distribution of this
Circular (or any other publicly available documents relating to the Proposed Transaction), in any jurisdiction
other than South Africa.
4.3. All AfroCentric Shareholders who have a registered address in and/or who are nationals, citizens or residents
of any country other than in the Common Monetary Area will be deemed to be Foreign Shareholders. If a
Foreign Shareholder elects the Consideration Share Election, thereby electing to receive Sanlam Shares in
respect of all or a portion of the Offer Consideration, such Foreign Shareholder thereby irrevocably and
unconditionally warrants to and in favour of AfroCentric and Sanlam that the laws applicable in the jurisdiction
in which such Foreign Shareholder has a registered address and/or of which such Foreign Shareholder is a
national, citizen or resident permit such Foreign Shareholder to elect, accept and receive Sanlam Shares in
respect of all or a portion of the Offer Consideration.
4.4. All Foreign Shareholders should consult and obtain advice from a professional advisor in the relevant
jurisdiction without delay.
5. WITHDRAWAL OF CAUTIONARY ANNOUNCEMENT
5.1. As the final terms of the Proposed Transaction are disclosed in the Circular distributed today, AfroCentric
Shareholders are no longer required to exercise caution when trading in AfroCentric Shares and the
cautionary announcement is hereby withdrawn.
6. RESPONSIBILITY STATEMENT
6.1. The Independent Board, individually and collectively, accepts responsibility for the information contained in
this announcement insofar as it relates to AfroCentric. In addition, the Independent Board confirms that, to
the best of its knowledge and belief, the information contained in this announcement, as it relates to
Afrocentric, is true and correct and, where appropriate, does not omit anything that is likely to affect the
importance of the information contained herein pertaining to AfroCentric and that all reasonable enquiries to
ascertain such information have been made.
6.2. The AfroCentric Board, individually and collectively, accepts responsibility for the information contained in
this announcement insofar as it relates to AfroCentric. In addition, the AfroCentric Board confirms that, to the
best of its knowledge and belief, the information contained in this announcement, as it relates to AfroCentric,
is true and correct and, where appropriate, does not omit anything that is likely to affect the importance of the
information contained herein pertaining to AfroCentric and that all reasonable enquiries to ascertain such
information have been made.
6.3. The Sanlam Board, individually and collectively, accepts responsibility for information contained in this
announcement insofar as it relates to Sanlam. In addition, the Sanlam Board certifies that to the best of its
knowledge and belief, the information contained in this announcement as it relates to Sanlam, is true and
correct and, where appropriate, does not omit anything that is likely to affect the importance of the information
contained herein pertaining to Sanlam and that all reasonable enquiries to ascertain such information have
been made.
By order of the AfroCentric Board
Johannesburg
8 December 2022
Financial Advisor and Transaction Sponsor to AfroCentric
Investec Bank Limited
Legal Advisor to AfroCentric
Norton Rose Fulbright South Africa
Independent Expert to AfroCentric Independent Board
BDO Corporate Finance Proprietary Limited
By order of the Sanlam Board
Johannesburg
8 December 2022
Exclusive Financial Advisor to Sanlam
Rand Merchant Bank, a division of FirstRand Bank Limited
Legal advisor to Sanlam
ENSafrica
Transaction Sponsor to Sanlam
Rand Merchant Bank, a division of FirstRand Bank Limited
Date: 08-12-2022 04:35:00
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.ACT - Renewal of Cautionary Announcement
2022/11/22 - 13:30:00Close articleContinue reading...
Renewal of Cautionary Announcement
AFROCENTRIC INVESTMENT CORPORATION LIMITED
(Incorporated in the Republic of South Africa)
(Registration number: 1988/000570/06)
(JSE Share Code: ACT)
(ISIN: ZAE000078416)
(“Afrocentric”)
RENEWAL OF CAUTIONARY ANNOUNCEMENT
Afrocentric shareholders are referred to the joint announcement released on SENS on 11 October 2022 by
Afrocentric and Sanlam Limited (“Sanlam”) regarding the partial offer by Sanlam to acquire control of
Afrocentric, including an Asset for Share Transaction (“the Transaction”) and cautionary announcement.
The circular is currently being finalised with an intended posting date of 8 December 2022. Afrocentric
shareholders are accordingly advised to continue to exercise caution when dealing in their Afrocentric
shares until the pro forma financial effects of the Transaction are released in the Circular.
The Afrocentric board, individually and collectively, accepts responsibility for the information contained in
this announcement insofar as it relates to Afrocentric. In addition, the Afrocentric board confirms that, to the
best of its knowledge and belief, the information contained in this announcement, as it relates to Afrocentric,
is true and correct and, where appropriate, does not omit anything that is likely to affect the importance of
the information contained herein pertaining to Afrocentric and that all reasonable enquiries to ascertain
such information have been made.
Johannesburg
22 November 2022
Transaction Advisor to Afrocentric
Investec Bank Limited
Transaction Sponsor to Afrocentric
Investec Bank Limited
Legal advisor to Afrocentric
Norton Rose Fulbright South Africa
Independent Expert to Afrocentric
BDO Corporate Finance Proprietary Limited
Date: 22-11-2022 01:30:00
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.ACT - Results of AGM
2022/11/10 - 15:40:00Close articleContinue reading...
Results of AGM
AfroCentric Investment Corporation Limited
(Incorporated in the Republic of South Africa)
(Registration number 1988/000570/06)
JSE Code: ACT ISIN: ZAE000078416
(“the Company" or AfroCentric”)
RESULTS OF THE ANNUAL GENERAL MEETING (“AGM”)
Results of the AGM
Shareholders are advised that at the AGM of AfroCentric held today, 10 November 2022, all resolutions
as set out in the notice of the AGM which was incorporated in the 2022 Integrated Annual Report and
distributed to shareholders on 12 October 2022 were duly approved by the requisite majority of
shareholders present and voting either in person or represented by proxy.
Shareholders are advised that:
The total number of shares in issue as at the date of the AGM was 100% 578 814 585
The total number of shares present/represented including proxies at
the meeting as percentage of voteable shares 80% 462 199 052
The total number of shares present/represented including proxies at
the meeting as percentage of issued shares 80% 462 199 052
Abstentions are represented below as a percentage of total number of shares in issue.
Ordinary Resolution number 1: Election of Directors
Ordinary resolution 1.1 – Election of Director: Mr WH Britz
For Against Abstain Shares voted
461 144 389 657 202 397 461 461 801 591
99.86% 0.14% 0.07% 79.97%
Ordinary resolution 1.2 – Election of Director: Ms K Mkhize
For Against Abstain Shares voted
461 144 389 657 202 397 461 461 801 591
99.86% 0.14% 0.07% 79.97%
Ordinary resolution number 2: Re-election of Directors
Ordinary resolution 2.1 – Re-election of Director: Ms AM Le Roux
For Against Abstain Shares voted
461 144 389 657 202 397 461 461 801 591
99.86% 0.14% 0.07% 79.97%
Ordinary resolution 2.2 – Re-election of Director: Ms M Chauke
461 144 389 657 202 397 461 461 801 591
99.86% 0.14% 0.07% 79.97%
Ordinary resolution 2.3 – Re-election of Director: Dr ATM Mokgokong
444 629 389 17 172 202 397 461 461 801 591
96.28% 3.72% 0.07% 79.97%
Ordinary Resolution number 3 - Appointment of Chairperson and Members to the Audit and
Risk Committee
Ordinary resolution 3.1 - Appointment of Chairperson: Mr JB Fernandes
For Against Abstain Shares voted
461 143 789 657 202 389 061 461 800 991
99.86% 0.14% 0.07% 79.97%%
Ordinary resolution 3.2 - Appointment of Member: Ms AM le Roux
For Against Abstain Shares voted
461 143 789 657 202 389 061 461 800 991
99.86% 0.14% 0.07% 79.97%%
Ordinary resolution 3.3 - Appointment of Member: Ms M Chauke
For Against Abstain Shares voted
461 143 789 657 202 389 061 461 800 991
99.86% 0.14% 0.07% 79.97%%
Ordinary resolution 4: Re-appointment of independent external auditor and designated audit
partner
For Against Abstain Shares voted
460 769 103 1 030 888 399 061 461 799 991
99.78% 0.22% 0.07% 79.97%
Ordinary resolution 5: General Authority to Issue Shares for cash
For Against Abstain Shares voted
446 549 118 15 200 765 449 169 461 749 883
96.71% 3.29% 0.08% 79.96%
Ordinary resolution 6: Approval of the Remuneration Policy
For Against Abstain Shares voted
460 768 053 1 030 888 400 111 461 798 941
99.78% 0.22% 0.07% 79.97%
Ordinary resolution 7: Approval of the Remuneration Implementation Report
For Against Abstain Shares voted
460 768 053 1 030 888 400 111 461 798 941
99.78% 0.22% 0.07% 79.97%
Ordinary resolution 8: Authority of Directors and/or Company Secretary
For Against Abstain Shares voted
461 144 389 657 202 397 461 461 801 591
99.86% 0.14% 0.07% 79.97%
Ordinary resolution number 9: Adoption of the AfroCentric Group Long-Term Incentive Plan
For Against Abstain Shares voted
458 918 586 2 881 405 399 061 461 799 991
99.38% 0.62% 0.07% 79.97%
Special resolution 1: Approval of Non-executive Directors fees
For Against Abstain Shares voted
456 079 298 5 649 017 470 737 461 728 315
98.78% 1.22% 0.08% 79.96%
Special resolution 2: General authority to repurchase shares
For Against Abstain Shares voted
460 720 595 1 030 888 447 569 461 751 483
99.78% 0.22% 0.08% 79.96%
Special resolution 3: Financial assistance to a related or inter-related company or companies
For Against Abstain Shares voted
461 136 371 657 202 405 479 461 793 573
99.86% 0.14% 0.07% 79.97%
Special resolution 4: Financial assistance for subscription of shares to related or inter-related
companies
For Against Abstain Shares voted
456 081 948 5 649 017 468 087 461 730 965
98.78% 1.22% 0.08% 79.96%
Award won by AfroCentric
It is with great pleasure that the AfroCentric Board advises Shareholders that the AfroCentric Group is
the winner of the Chartered Governance Institute of Southern Africa Integrated Reporting Award in the
Fledgling / Altx category for 2022.
10 November 2022
JSE Sponsor to AfroCentric
Questco Corporate Advisory Proprietary Limited
Date: 10-11-2022 03:40:00
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.ACT - No change statement, notice of AGM and availability of B-BEE certificate
2022/10/12 - 09:00:00Close articleContinue reading...
No change statement, notice of AGM and availability of B-BEE certificate
AfroCentric Investment Corporation Limited
(Incorporated in the Republic of South Africa)
(Registration number 1988/000570/06)
JSE Code: ACT ISIN: ZAE000078416
(“the Company" or AfroCentric”)
No change statement, notice of Annual General Meeting (“AGM”) and availability of B-BBEE
certificate
Shareholders of AfroCentric (“Shareholders”) are advised that the Notice of AGM, Form of Proxy and
Summarised Consolidated Financial Statements (“2022 Summarised AFS”) have been posted to
Shareholders and made available today, 12 October 2022 on the following website:
www.afrocentric.za.com.A full set of audited Annual Financial Statements of the Company for the year
ended 30 June 2022 (“2022 AFS”) as well as the 2022 Integrated Report (“Integrated Report”) will also be
available on the Company’s website today, 12 October 2022. Should you wish to receive a printed copy
of the 2022 AFS and the Integrated Report, please forward an email request to:
investor-relations@afrocentric.za.com
The 2022 Summarised AFS, 2022 AFS and Integrated Report contain no modifications to the summarised
audited results for the year ended 30 June 2022 published on SENS on 13 September 2022.
Notice of AGM
Notice is hereby given that the 16th AGM of Shareholders for the year-ended 30 June 2022 will be held at
the AfroCentric Distribution Services Offices, the Greens Office Park, Building L, 26 Charles De Gaulle
Crescent, Highveld Ext 12, Centurion on Thursday, 10 November 2022 at 10h00 to transact the business
as set out in the Notice of the AGM.
COVID-19 pandemic developments
One of AfroCentric’s top priorities is to protect the health and safety of all our stakeholders and with this in
mind we will continue to closely monitor developments around COVID-19(coronavirus).
Although the intention is to hold the AGM as scheduled on Thursday, 10 November 2022 at the set venue,
AfroCentric strongly encourages its Shareholders not to attend in person but to exercise their voting rights
by way of electronic or written proxy and to submit their questions relating to the 2022 AGM Agenda in
advance by email to the Company Secretary at billym@afrocentrichealth.com.
Shareholders will also be able to follow the AGM remotely via a live audio webcast to be provided on our
website https://www.corpcam.com/AfroCentricAGM2022AfroCentric reserves the right to make
further changes, such as limiting the number of attendees to enable social distancing, changing the
venue, providing live voting facilities, or even prohibiting physical attendance, should same be required.
Shareholders should regularly check the release of SENS announcements on the JSE Limited’s SENS
(Stock Exchange News Service) platform and on the AfroCentric website investor-
relations@afrocentric.za.com for any further updates.
Salient Dates:
Please take note of the following important dates:
2022
Record date for the purposes of determining which shareholders Friday, 7 October
of the Company are entitled to receive notice of the AGM (the
notice record date)
Integrated report and notice of AGM to be posted and Wednesday, 12 October
announced on SENS
The last date to trade in order to be eligible to participate in and Tuesday, 1 November
vote at the AGM
Record date for the purposes of determining which shareholders Friday, 4 November
of the Company are entitled to participate in and vote at the
AGM (the voting record date)
Last day for lodging forms of proxy by 10h00 Tuesday, 8 November
Date of the AGM at 10h00 Thursday, 10 November
Results of the AGM published on SENS Thursday, 10 November
Note:
For administrative purposes it would be appreciated if forms of proxy are lodged with the transfer secretary
by 10h00 on Tuesday, 8 November 2022; however, if forms of proxy are not delivered to the transfer
secretary by this time, they may be submitted electronically/by hand to the Chairman of the AGM at any
time prior to the commencement of the AGM.
Availability of B-BBEE Certificate
In accordance with paragraph 16.20(g) and Appendix 1 to Section 11 of the JSE Limited Listings
Requirements, shareholders are advised that the Company’s annual B-BBEE certificate, is available on
the Company’s website at: https://afrocentric-online.co.za/pdf/sustainability/bee/2022/b-bbee-
certificate-afrocentric-investment.pdf
Johannesburg
12 October 2022
JSE Sponsor to AfroCentric
Questco Corporate Advisory Proprietary Limited
Date: 12-10-2022 09:00:00
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.ACT,SLM - Offer by Sanlam to acquire control of Afrocentric, and cautionary announcement
2022/10/11 - 07:05:00Close articleContinue reading...
Offer by Sanlam to acquire control of Afrocentric, and cautionary announcement
AFROCENTRIC INVESTMENT CORPORATION LIMITED
(Incorporated in the Republic of South Africa)
(Registration number: 1988/000570/06)
(JSE Share Code: ACT)
(ISIN: ZAE000078416)
(“Afrocentric”)
SANLAM LIMITED
(Incorporated in the Republic of South Africa)
(Registration number: 1959/001562/06)
(JSE Share Code: SLM
(NSX Share Code: SLA)
(A2X Share Code: SLM)
(ISIN: ZAE000070660)
(“Sanlam”)
JOINT ANNOUNCEMENT REGARDING OFFER BY SANLAM TO ACQUIRE CONTROL OF
AFROCENTRIC, AND CAUTIONARY ANNOUNCEMENT IN RESPECT OF AFROCENTRIC
SHAREHOLDERS
1. INTRODUCTION
1.1. Shareholders of Afrocentric (“Afrocentric Shareholders”) are hereby advised that the board
of directors of Afrocentric (“Afrocentric Board”) has received an offer letter from Sanlam,
expressing Sanlam’s firm intention to acquire shares (“Afrocentric Shares”) constituting no
less than 36.9% (“Minimum Shares Requirement”) and up to 43.9% (“Maximum Shares
Percentage”) of the current issued share capital of Afrocentric from Afrocentric Shareholders.
1.2. Sanlam is entitled to waive the Minimum Shares Requirement and shall, in its discretion, be
entitled to acquire more than the Maximum Shares Percentage, as applicable, subject to
paragraph 3.2 below.
1.3. The offer is for a purchase consideration of R6.00 per Afrocentric Share (“Offer
Consideration”) and will be implemented by way of a conditional partial offer (“Partial Offer”)
as contemplated in section 125(3) of the Companies Act, 71 of 2008, as amended
(“Companies Act”).
1.4. Should the Transaction (as defined in paragraph 3.1.8 below) proceed and (i) if the Minimum
Shares Requirement is not waived and (ii) Sanlam does not elect to acquire more than the
Maximum Shares Percentage, Sanlam will hold no less than 55.0% and no more than 60.0%
of the Afrocentric Shares, subject to paragraph 3.2.6 below.
2. RATIONALE FOR THE TRANSACTION
2.1. Sanlam
2.1.1. Affordable and reliable healthcare is an important need for consumers. Sanlam
intends to expand its client proposition to provide a more holistic product offering,
including medical aid, health insurance and administration. Through this
Transaction, Sanlam will be able to integrate Afrocentric’s product offering into its
ecosystem, while Afrocentric will gain increased access to the wide Sanlam
distribution network. Afrocentric’s client base will also benefit from access to the
overall Sanlam product offering and vice versa.
2.1.2. Afrocentric is focused on delivering affordable medical aid, health insurance and
administration which complements Sanlam’s purpose of enabling its clients to be
financially secure and prosperous.
2.1.3. Sanlam has an excellent offering in the employee benefits market and by offering
health insurance and administration alongside its other benefits, Sanlam will be
able to create a simpler and more convenient solution for employers.
2.1.4. Sanlam believes in the long-term growth potential of Afrocentric and the
businesses’ combined abilities to deliver a differentiated proposition in the
healthcare sector. This will be done through developing bespoke healthcare
solutions and enhanced commercial visibility through increased marketing and
Sanlam co-branding at the administrator level.
2.1.5. In addition to the opportunity to participate in Sanlam’s vision for the future of
Afrocentric, the implementation of the Partial Offer will afford Afrocentric
Shareholders an attractive opportunity to partially liquidate their otherwise illiquid
Afrocentric Shares at an attractive premium to the volume weighted average
traded price (“VWAP”) of the Afrocentric Shares, while maintaining the benefits
of remaining invested in a listed environment.
2.2. Afrocentric
Afrocentric currently holds 71.3% of ACT Healthcare Assets Proprietary Limited (registration
number 2008/025969/07) (“AHA”) and, subsequent to the Transaction, AHA will be a wholly
owned subsidiary of Afrocentric. Sanlam, individually or together with its subsidiary
companies, including Sanlam Life (“Sanlam Group”) will become a strategic and controlling
shareholder in Afrocentric and thereby have alignment with other Afrocentric Shareholders in
the future strategy of Afrocentric and AHA. The Asset for Share Transaction (as defined in
paragraph 3.1.2 below) will facilitate a structure whereby Sanlam Life Insurance Limited
(registration number 1998/021121/06), a wholly owned subsidiary of Sanlam (“Sanlam Life”),
will hold shares at a listed Afrocentric level and not at the level of its subsidiary, AHA. This will
facilitate improved alignment of interest between Sanlam Group and Afrocentric, potentially
supporting further investment from Sanlam Group, development of bespoke healthcare
solutions through the co-operation of the Sanlam Group and Afrocentric teams and potential
integration of the Sanlam Group and Afrocentric products. Further investment from Sanlam
Group in Afrocentric would enable integration of Afrocentric into the ecosystem of the Sanlam
Group, Afrocentric will gain increased access to the wider Sanlam Group distribution network
and Afrocentric’s client base will benefit from access to the overall Sanlam Group product
offering.
3. TERMS AND CONDITIONS OF THE TRANSACTION
3.1. Overview of the Transaction
3.1.1. The Partial Offer is subject to the fulfilment or, if applicable, waiver of the
conditions precedent set out in paragraph 3.6 of this announcement
(“Conditions Precedent”).
3.1.2. The Conditions Precedent to the Partial Offer include the condition that the
Afrocentric Shareholders approve the issue by Afrocentric to Sanlam Life of
231 340 754 new shares in Afrocentric (“Consideration Shares”), credited as
fully paid-up and listed on the stock exchange operated by JSE Limited (“JSE”).
These shares will constitute approximately 28.7% of the issued shares in
Afrocentric subsequent to such issue and will be issued in exchange for and as
consideration for the disposal by Sanlam Life to Afrocentric of all the shares held
by Sanlam Life in AHA (“Asset for Share Transaction”). Sanlam Life currently
holds 28.7% of the issued share capital of AHA (“A4S Shares”).
3.1.3. The number of Consideration Shares has been calculated based on the number
of Afrocentric Shares in issue on the date of this announcement, excluding
treasury shares. Should the number of Afrocentric Shares in issue increase
before implementation of the Asset for Share Transaction, including by virtue of
any issue of new Afrocentric Shares (other than treasury shares) pursuant to any
long-term share incentive plans approved by Afrocentric Shareholders, the
number of Consideration Shares will increase proportionately, such that the
number of Consideration Shares constitutes 28.7% of the issued shares in
Afrocentric, excluding treasury shares, after the issue of shares in terms of the
Asset for Share Transaction.
3.1.4. Once the Partial Offer has been implemented, the Asset for Share Transaction
will be implemented.
3.1.5. The Afrocentric Shares will remain listed on the JSE following implementation of
the Transaction.
3.1.6. If the Transaction becomes unconditional, it shall become effective from the date,
and be implemented in accordance with the terms, detailed in the combined
circular to be issued by Afrocentric and Sanlam to the Afrocentric Shareholders
in respect of the Transaction (“Circular”) and in terms of which a meeting of the
Afrocentric Shareholders will be convened (“General Meeting”) to consider and,
if deemed fit, to pass the resolutions required to be adopted by Afrocentric
Shareholders for purposes of the Transaction (including the issue of the
Consideration Shares). See paragraph 12 of this announcement for further detail
in this regard.
3.1.7. The Partial Offer constitutes an “affected transaction” as defined in
section 117(1)(c) of the Companies Act and will therefore be regulated by the
Companies Act, the regulations published in terms of the Companies Act
(“Takeover Regulations”) and the Takeover Regulations Panel (“TRP”).
3.1.8. The Partial Offer and the Asset for Share Transaction are referred to collectively
as the “Transaction”.
3.2. Detail of the Partial Offer
3.2.1. If less than the Minimum Shares Requirement of the Afrocentric Shares are
tendered in terms of the Partial Offer, Sanlam will be entitled to elect whether or
not to proceed with the Transaction provided that Sanlam shall not declare the
Partial Offer unconditional as to acceptances (as contemplated in section 125(4)
of the Companies Act) unless it receives acceptances in respect of at least
179 752 572 Afrocentric Shares (constituting 31.3% of Afrocentric Shares, the
“Absolute Floor”). If Sanlam elects to proceed in circumstances where less than
the Minimum Shares Requirement is tendered, Sanlam will acquire all Afrocentric
Shares that are tendered in terms of the Partial Offer.
3.2.2. The Transaction will not proceed (and Sanlam shall have no election in this
regard) if less than the Absolute Floor is tendered in terms of the Partial Offer.
3.2.3. If between 36.9% (the Minimum Shares Requirement) and 43.9% (the Maximum
Shares Percentage) (inclusive) of the Afrocentric Shares are tendered in terms
of the Partial Offer, Sanlam will be obliged to proceed with the Transaction and
accept all Afrocentric Shares tendered in terms of the Partial Offer up to the
Maximum Shares Percentage, on the basis that (i) Sanlam will accept all of the
Afrocentric Shares tendered by each Afrocentric Shareholder who tenders up to
the Maximum Shares Percentage of the Afrocentric Shares it holds; and (ii) in
respect of each Afrocentric Shareholder who tenders Afrocentric Shares in
excess of the Maximum Shares Percentage, subject to paragraph 3.2.6 below,
Sanlam shall accept such proportion of the excess tender as will (taking into
account all other excess tenders by Afrocentric Shareholders and treating all
Afrocentric Shareholders equally) result in Sanlam holding, prior to
implementation of the Asset for Share Transaction, the Maximum Shares
Percentage of the Afrocentric Shares in aggregate.
3.2.4. For the avoidance of doubt, should the tendered Afrocentric Shares equal or
exceed the Minimum Shares Requirement, Sanlam will acquire such shares
proportional to the shareholding of the Afrocentric Shareholders that tendered the
Afrocentric Shares.
3.2.5. Should Sanlam receive acceptances of the Partial Offer which would (before
implementation of the Asset for Share Transaction) result in Sanlam holding more
than the Maximum Shares Percentage (“Excess Acceptances”), Sanlam shall,
subject to paragraph 3.2.6 below, be entitled, at its election, to acquire all or a
portion of the shares constituting the Excess Acceptances. If Sanlam elects to
accept all or a portion of the Excess Acceptances, it will (i) issue an
announcement on the Stock Exchange News Services of the JSE (“SENS”) on
the record date of the Partial Offer, stating the percentage of Afrocentric Shares
which it will accept (“Partial Offer Percentage”), which will not exceed 64.8% of
the Afrocentric Shares (before implementation of the Asset for Share
Transaction), (“Absolute Ceiling”); (ii) accept an Excess Acceptance in full from
any Afrocentric Shareholder who tenders up to the Partial Offer Percentage; and
(iii) in respect of each Afrocentric Shareholder who tenders Afrocentric Shares in
excess of the Partial Offer Percentage, accept such proportion of the excess
tender as will (taking into account all other excess tenders by Afrocentric
Shareholders and treating all Afrocentric Shareholders equally) result in Sanlam
holding, prior to implementation of the Asset for Share Transaction, the Partial
Offer Percentage in aggregate.
3.2.6. Under no circumstances shall the acquisition by Sanlam of Afrocentric Shares in
terms of the Transaction result in Sanlam holding more than 74.9% of the issued
share capital of Afrocentric following the implementation of the Partial Offer and
the Asset for Share Transaction.
3.3. Mechanism of the Transaction
3.3.1. In relation to the Partial Offer but subject to the provisions of the Circular:
3.3.1.1. Afrocentric Shareholders who tender shares in terms of the Partial
Offer (“Offer Participants”) will be entitled to tender more than
36.9% of the Afrocentric Shares they hold to Sanlam and Sanlam
shall be obliged to accept all excess tenders up to the Maximum
Shares Percentage pro rata between all Offer Participants who make
such an excess tender, on the basis set out in paragraph 3.2.1 and
3.2.3 above;
3.3.1.2. Subject to paragraph 3.2.6 above, Sanlam is entitled, on written
notice to Afrocentric issued on SENS on the record date for purposes
of the Partial Offer (as detailed in the Circular):
3.3.1.2.1. to waive the Minimum Shares Requirement and, as
a result, nonetheless implement the Partial Offer
even if Sanlam will acquire less than the Minimum
Shares Requirement in terms of the Partial Offer,
provided that Sanlam shall at all times acquire no
less than the Absolute Floor in terms of the Partial
Offer; or
3.3.1.2.2. in its discretion, to acquire all or a portion of shares
tendered in excess of the Maximum Shares
Percentage and up to the Partial Offer Percentage in
terms of the Partial Offer, subject to a maximum
equal to the Absolute Ceiling, on the basis set out in
paragraph 3.2.5 above.
3.3.1.3. Offer Participants shall be entitled to receive the Offer Consideration
from Sanlam in return for the sale of their Afrocentric Shares (“Offer
Shares”) to Sanlam; and
3.3.1.4. Sanlam shall acquire registered and beneficial ownership, free of
encumbrances, of the Offer Shares against settlement of the Offer
Consideration.
3.3.2. In relation to the Asset for Share Transaction but subject to the provisions of the
Circular:
3.3.2.1. Sanlam Life shall transfer and Afrocentric shall acquire ownership of
the A4S Shares in exchange and as consideration for the issue of the
Consideration Shares; and
3.3.2.2. Afrocentric shall issue and Sanlam Life shall acquire ownership of the
Consideration Shares.
3.3.3. Once the Transaction has been implemented:
3.3.3.1. the Sanlam Group will hold no less than 55.0% of the Afrocentric
Shares (subject to Sanlam’s right to waive the Minimum Shares
Requirement), made up of the Offer Shares (being Sanlam’s direct
31.3% holding in Afrocentric following implementation of the Partial
Offer) and the Consideration Shares (being Sanlam Life’s direct
28.7% holding in Afrocentric following implementation of the Asset for
Share Transaction); and
3.3.3.2. AHA will be a wholly owned subsidiary of Afrocentric.
3.3.4. Sanlam has undertaken that, once the Transaction has been implemented, it will
not increase its shareholding in Afrocentric to 75% or more without making an
offer to all the Afrocentric Shareholders (other than the Sanlam Group) to acquire
all their Afrocentric Shares under Section 117(1)(c)(v) of the Companies Act.
3.4. Effects of the Transaction
The table below provides an illustration of the resultant shareholding of Sanlam in Afrocentric
should the Transaction proceed, and taking into account both the implementation of the Partial
Offer and the Asset for Share Transaction, respectively:
Aggregate Sanlam's rights and obligations in terms of Resultant
percentage of the Partial Offer shareholding by
Afrocentric Sanlam Group in
Shares Afrocentric post
tendered under Asset for Share
the Partial Offer Transaction
Below 31.3% Transaction fails 0% (Transaction not
implemented)
31.3% - 36.9% Sanlam shall be entitled to elect whether to 51.0% - 55.0%
proceed with the Transaction and, if it proceeds,
will accept all Afrocentric Shares tendered in
terms of the Partial Offer
36.9% - 43.9% Sanlam shall be obliged to proceed with the 55.0% (inclusive) –
Transaction and accept all Afrocentric Shares 60.0% (inclusive)
tendered in terms of the Partial Offer, up to the
Maximum Shares Percentage
43.9% - 64.8% Sanlam shall be entitled to elect whether or not to 60.0% - 74.9%
accept all or a portion of the Excess Acceptances
up to the Partial Offer Percentage, which shall not
exceed 64.8%
3.5. Offer Consideration
3.5.1. The consideration for the Offer Shares is R6.00 per Offer Share, payable either
in cash or in shares in Sanlam (“Sanlam Shares”) or a combination thereof, at
the election of each Afrocentric Shareholder, as follows:
3.5.1.1. cash in respect of 100% of the Afrocentric Shares tendered by such
Afrocentric Shareholder;
3.5.1.2. cash in respect of 50% and Sanlam Shares in respect of 50% of the
Afrocentric Shares tendered by such Afrocentric Shareholder; or
3.5.1.3. Sanlam Shares in respect of 100% of the Afrocentric Shares
tendered by such Afrocentric Shareholder.
3.5.2. Where an Afrocentric Shareholder has elected to receive the Offer Consideration
(or part thereof) in Sanlam Shares (“Consideration Share Election”), the
number of Sanlam Shares to be delivered to such Afrocentric Shareholder in
settlement will be calculated according to the following formula which, for the
avoidance of doubt, will result in Afrocentric Shareholders receiving no more than
1 Sanlam Share for every 10 Afrocentric Shares tendered in the Partial Offer:
X = R6.00 x Y
Z
where
X is the number of Sanlam Shares to be delivered;
Y is the number of Afrocentric Shares tendered pursuant
to the Consideration Share Election; and
Z is the higher of (i) the 30-day VWAP of Sanlam Shares
as at the last practicable date prior to implementation
of the Partial Offer and (ii) an amount of R60 (which
represents the price per Sanlam Share).
If the above calculation results in any fraction of a Sanlam Share being required
to be delivered, the relevant number of Sanlam Shares will be rounded down and
the shortfall will be paid to the Afrocentric Shareholder in cash.
3.5.3. Where an Afrocentric Shareholder accepts the Partial Offer but does not indicate
an election with regard to whether the Offer Consideration due to such Afrocentric
Shareholder must be settled in cash or Sanlam Shares, such Afrocentric
Shareholder shall be deemed to have elected to receive the Offer Consideration
in cash.
3.5.4. The Offer Consideration represents a premium of 49.01% to the 30-day VWAP of
an Afrocentric Share, and a premium of 55.84% to the closing price of an
Afrocentric Share (namely R3.85 per Afrocentric Share), on the JSE as at
7 October 2022.
3.6. Conditions Precedent
3.6.1. The Partial Offer is subject to the fulfilment or, where applicable, waiver of the
following Conditions Precedent:
3.6.1.1. sufficient Afrocentric Shareholders accepting the Partial Offer and
selling their Offer Shares to Sanlam, so that following the
implementation of the Partial Offer (and before the Asset for Share
Transaction) Sanlam holds no less than 36.9% of the Afrocentric
Shares;
3.6.1.2. independent Afrocentric Shareholders adopting an ordinary
resolution in terms of section 125(3)(b)(ii) of the Companies Act,
approving the making of the Partial Offer by Sanlam;
3.6.1.3. Afrocentric Shareholders adopting a special resolution in terms of
section 41(3) of the Companies Act and in respect of paragraph 9.20
of the Listings Requirements of the JSE, approving the issue by
Afrocentric of the Consideration Shares to Sanlam Life in terms of the
Asset for Share Transaction;
3.6.1.4. all regulatory approvals required to implement the Transaction being
obtained, including:
3.6.1.4.1. all relevant competition authorities to which the
Transaction is notifiable as a merger granting such
approvals for the Transaction as may be required by
law, either unconditionally or subject to such
conditions as may be acceptable to (i) Sanlam in its
reasonable discretion in respect of any conditions
which are imposed on and/or will apply in respect of
Sanlam only, and/or (ii) Sanlam and Afrocentric in
their reasonable discretion in respect of any other
conditions;
3.6.1.4.2. the JSE granting such approvals for the Transaction
as may be required by law; and
3.6.1.4.3. the TRP having issued a compliance certificate in
respect of the Partial Offer as required in terms of
section 119(4)(b) and section 121(b) of the
Companies Act (“TRP Certificate Condition”);
3.6.1.5. all conditions to the agreement regulating the Asset for Share
Transaction, other than the condition relating to the Partial Offer
being implemented, being fulfilled or, if permitted, waived; and
3.6.1.6. no material adverse change in circumstances (“MAC”) having
occurred prior to the date upon which all Conditions Precedent, other
than this Condition Precedent and the TRP Certificate Condition, are
fulfilled or, if applicable, waived, in circumstances where the MAC has
or is reasonably likely to cause the EBITDA of Afrocentric to decrease
by more than 5%, when measured with reference to the comparable
EBITDA for the financial year ended 30 June 2022. For the purpose
of this paragraph 3.6.1.5, EBITDA means the earnings before
interest, taxes, depreciation and amortisation of Afrocentric
calculated in accordance with the International Financial Reporting
Standards.
3.6.2. The Conditions Precedent in paragraphs 3.6.1.1, 3.6.1.5 and 3.6.1.6 may be
waived by Sanlam. The Conditions Precedent in paragraphs 3.6.1.2 to 3.6.1.4
cannot be waived.
3.6.3. The Conditions Precedent must be fulfilled or, where applicable, waived by no
later than 2 May 2023 or such later date as Sanlam and Afrocentric may agree in
writing prior to 2 May 2023 (“Longstop Date”).
4. AHA FINANCIAL INFORMATION
4.1. The value of the net assets comprising A4S Shares as at 30 June 2022, being the date of the
last audited annual financial statements of Afrocentric, was R976.4 million, representing 28.7%
of AHA.
4.2. The audited profits after tax attributable to A4S Shares for the period ended 30 June 2022,
was R136.1 million, representing 28.7% of AHA, based on the audited annual financial
statements of Afrocentric for the year ending 30 June 2022, which were prepared in terms of
International Financial Reporting Standards.
5. PRO FORMA FINANCIAL INFORMATION
5.1. The value of the net assets as at 30 June 2022 and the comprehensive net income for the
year attributable to shareholders of AfroCentric for the year ended 30 June 2022 are R3 445.9
million and R314.3 million, respectively (“AfroCentric Financial Information”).
5.2. The AfroCentric Financial Information in this announcement has been extracted from
AfroCentric’s audited results for the year ended 30 June 2022, which were prepared in terms
of International Financial Reporting Standards.
5.3. The TRP has granted a dispensation that the pro forma financial information for AfroCentric,
as required in terms of regulation 101(7)(b)(iv) of the Takeover Regulations, will be contained
in the Circular. Accordingly, shareholders of Afrocentric are advised to exercise caution when
dealing in their Afrocentric Shares until the pro forma financial effects of the Transaction are
released in the Circular.
6. TRANSACTION FUNDING AND BANK GUARANTEE AND CONFIRMATION OF AUTHORISED SHARE CAPITAL IN SANLAM
6.1. The Offer Consideration which is required to be settled in cash will be funded by Sanlam from
available cash balances.
6.2. Sanlam has confirmed that it has (and will continue to have) sufficient authorized share capital
available from which to transfer Sanlam Shares to Afrocentric Shareholders who elect to
receive the Offer Consideration in the form of Sanlam Shares.
6.3. In compliance with regulations 111(4) and 111(5) of the Takeover Regulations, Sanlam has
furnished the TRP with an irrevocable bank guarantee (in a form approved by the TRP) issued
by Rand Merchant Bank, a division of FirstRand Bank Limited, a licensed bank in terms of the
Banks Act, 94 of 1990, in terms of which the guarantor undertakes to pay a maximum cash
consideration of R2 234 413 136 (two billion two hundred and thirty four million four hundred
and thirteen thousand one hundred and thirty six rand) in relation to the Partial Offer, should
Sanlam fail to do so. Payment under the written irrevocable bank guarantee is subject to the
Partial Offer becoming unconditional and being implemented in accordance with its terms and
conditions.
7. SHARES IN AFROCENTRIC HELD BY SANLAM AND/OR PERSONS ACTING IN CONCERT WITH SANLAM
7.1. Neither Sanlam nor any persons acting in concert with Sanlam hold or control, directly or
indirectly, any beneficial interest in Afrocentric Shares.
7.2. Neither Sanlam nor any persons acting in concert with Sanlam hold any option to purchase
any beneficial interest in Afrocentric Shares.
7.3. Sanlam confirms that it is the ultimate prospective purchaser of the Afrocentric Shares and
that it is acting alone, and not in concert with, any other person in respect of the Partial Offer.
8. AFROCENTRIC INDEPENDENT BOARD, INDEPENDENT EXPERT AND INDEPENDENT EXPERT’S REPORT AND FAIR AND REASONABLE OPINION
8.1. In accordance with the provisions of the Companies Act and the Takeover Regulations,
Afrocentric has established an independent board (“Independent Board”) for purposes of
assessing the terms of the Partial Offer, as well as advising Afrocentric Shareholders thereon.
The Independent Board comprises Bruno Fernandes (as lead independent director), Alice le
Roux, and Mmaboshadi Chauke.
8.2. The Independent Board has appointed BDO Corporate Finance (Proprietary) Limited, a
private company incorporated under the laws of South Africa with registration number
1983/002903/07, to act as independent expert, as required in terms of section 114(2) of the
Companies Act and Regulation 110 of the Takeover Regulations (“Independent Expert”), to
provide it with external advice in relation to the Partial Offer and to make appropriate
recommendations to the Independent Board in the form of a fair and reasonable opinion
(“Independent Expert’s Report”). The preliminary view of the Independent Expert is that the
Offer Consideration falls within the range of what constitutes a fair price. The Independent
Board of Afrocentric, constituted in accordance with the Companies Act, is of the preliminary
opinion that the Offer Consideration is fair and reasonable. The Independent Expert’s Report
as well as the Independent Board’s final opinion on the terms of the Partial Offer will be
detailed in the Circular referred to in paragraph 12 below.
9. RESTRICTIONS OUTSIDE SOUTH AFRICA
9.1. Any persons who are subject to the laws of any jurisdiction other than South Africa should
inform themselves about, and observe, any applicable requirements imposed by any such
jurisdiction. Any failure to comply with the applicable requirements may constitute a violation
of the securities laws of any such jurisdiction. It is the responsibility of any non-South African
Afrocentric Shareholder to satisfy themselves as to the full observation of the laws and
regulatory requirements of the relevant jurisdiction in connection with the Partial Offer,
including the obtaining of any governmental, exchange control or other consent or the making
of any filings which may be required, the compliance with other necessary formalities, or the
payment of any issue, transfer or other taxes or requisite payments due in such jurisdiction.
9.2. Any non-South African Afrocentric Shareholder who is in doubt as to their position, including,
without limitation, their tax status, should consult an appropriate independent professional
adviser in the relevant jurisdiction. The legality of the Partial Offer to persons resident in
jurisdictions outside of South Africa may be affected by laws of the relevant jurisdiction. Such
persons should satisfy themselves as to any applicable legal requirements that they are
obliged to observe. It is the responsibility of any such person wishing to accept the Partial
Offer to satisfy themselves as to the full observance of the laws of the relevant jurisdiction in
connection therewith.
9.3. The Partial Offer is not being made, directly or indirectly, in or into any jurisdiction where it is
illegal for the Partial Offer to be made or accepted.
10. INFORMATION ABOUT AFROCENTRIC
10.1. Afrocentric group is a majority black-owned JSE-listed investment holding company which
operates in and provides specialised services to the public and private healthcare sectors,
making quality healthcare more accessible and affordable to members and beneficiaries in
both sectors. A principal objective of the group is to ensure the delivery of efficient health
management services, the distribution of quality products, all at manageable and affordable
cost, for the benefit of scheme clients, scheme members and the group’s growing customer
base in various new product lines being developed.
10.2. The Afrocentric group operates through three main clusters, namely the Services cluster,
Pharmaceutical cluster and Corporate Solutions cluster. The Services cluster substantially
comprises the medical scheme administration business. The Pharmaceutical cluster has a
presence across manufacturing, wholesale and retail of drugs and multi-vitamins. The
Corporate Solutions cluster comprises various entities that support the overall aim of offering
uniquely integrated, employee-focused health and wellness solutions to corporate and
institutional clients.
10.3. The Afrocentric group operates in South Africa, Botswana, Mauritius and Namibia.
11. INFORMATION ABOUT THE SANLAM GROUP
11.1. Sanlam is a pan-African financial services group listed on the Johannesburg, Namibian and
A2X stock exchanges. Through its clusters: Life and Savings encompassing Retail Mass,
Retail Affluent and Corporate business units; Sanlam Emerging Markets; Sanlam Investment
Group; and Santam, the Group provides comprehensive and bespoke financial solutions to
institutional clients and consumers across all market segments. Sanlam’s areas of expertise
include life and general insurance, financial planning, retirement, investments, and wealth
management.
11.2. Established in 1918 as a life insurance company, Sanlam has evolved into the largest non-
banking financial services group in Africa through its diversification strategy.
11.3. Headquartered in South Africa, Sanlam has a direct stake in financial services entities in
Namibia, Botswana, Swaziland, Zimbabwe, Mozambique, Mauritius, Malawi, Zambia,
Tanzania, Rwanda, Uganda, Kenya, and Nigeria. The Group has a footprint of insurance
operations in Morocco, Angola, Algeria, Tunisia, Ghana, Niger, Mali, Senegal, Burkina Faso,
Cote D’Ivoire, Togo, Benin, Cameroon, Gabon, Madagascar, Burundi, and Lesotho.
11.4. Sanlam also has business interests in India, Malaysia and the United Kingdom and a niche
presence in selected developed markets.
12. CIRCULAR POSTING DATE
12.1. Afrocentric Shareholders are advised that it is anticipated that the Circular, containing the full
details of the terms of the Transaction and convening the General Meeting, will be posted by
no later than 8 December 2022, subject to any extension granted by the TRP and / or the JSE.
12.2. Afrocentric Shareholders will be advised of the posting of the Circular and the opening of the
Partial Offer by means of a SENS announcement.
12.3. The Partial Offer will remain open for acceptance for at least 30 business days after the
opening date of the Partial Offer, and at least 10 business days after the Partial Offer has
been declared wholly unconditional. Sanlam shall be entitled to extend the closing date of the
Partial Offer.
13. RESPONSIBILITY STATEMENTS
13.1. The Independent Board, individually and collectively, accepts responsibility for the information
contained in this announcement insofar as it relates to Afrocentric. In addition, the
Independent Board confirms that, to the best of its knowledge and belief, the information
contained in this announcement, as it relates to Afrocentric, is true and correct and, where
appropriate, does not omit anything that is likely to affect the importance of the information
contained herein pertaining to Afrocentric and that all reasonable enquiries to ascertain such
information have been made.
13.2. The Afrocentric Board, individually and collectively, accepts responsibility for the information
contained in this announcement insofar as it relates to Afrocentric. In addition, the Afrocentric
Board confirms that, to the best of its knowledge and belief, the information contained in this
announcement, as it relates to Afrocentric, is true and correct and, where appropriate, does
not omit anything that is likely to affect the importance of the information contained herein
pertaining to Afrocentric and that all reasonable enquiries to ascertain such information have
been made.
13.3. The board of directors of Sanlam (“Sanlam Board”), individually and collectively, accepts
responsibility for information contained in this announcement insofar as it relates to Sanlam.
In addition, the Sanlam Board certifies that to the best of its knowledge and belief, the
information contained in this announcement as it relates to Sanlam, is true and correct and,
where appropriate, does not omit anything that is likely to affect the importance of the
information contained herein pertaining to Sanlam and that all reasonable enquiries to
ascertain such information have been made.
14. CATEGORISATION OF THE TRANSACTION
14.1. The Asset for Share Transaction constitutes a category 1 transaction for Afrocentric in terms
of the Listings Requirements of the JSE and is required to be approved by Afrocentric
Shareholders.
14.2. The Circular will incorporate the required provisions and disclosures which are required by the
Listings Requirements of the JSE in respect of the Asset for Share Transaction.
14.3. It is anticipated that the Circular and notice of general meeting, containing the full details of
the terms of the Partial Offer and the Asset for Share Transaction, response by the Afrocentric
Independent Board to the Partial Offer, and Transaction disclosure (required both in terms of
the Takeover Regulations and in respect of a category 1 transaction under the Listings
Requirements of the JSE) will be posted by no later than 8 December 2022, subject to any
extension granted by the TRP and / or the JSE.
By order of the Afrocentric Board
Johannesburg
11 October 2022
Transaction Advisor to Afrocentric
Investec Bank Limited
Transaction Sponsor to Afrocentric
Investec Bank Limited
Legal adviser to Afrocentric
Norton Rose Fulbright South Africa
Independent Expert to Afrocentric
BDO Corporate Finance Proprietary Limited
By order of the board of directors of Sanlam Limited
Johannesburg
11 October 2022
Exclusive Financial Adviser to Sanlam Limited
Rand Merchant Bank, a division of FirstRand Bank Limited
Legal adviser to Sanlam Limited
ENSafrica
Transaction Sponsor to Sanlam Limited
Rand Merchant Bank, a division of FirstRand Bank Limited
Date: 11-10-2022 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.