Sanlam Limited made an offer to acquire a 43.9% stake in AfroCentric Investment Corporation Limited.
The tender offer is subject to minimum tender of 31.3%. The Conditions Precedent to the Partial Offer include the condition that the Afrocentric Shareholders approve the issue by Afrocentric to Sanlam Life of 231.340754 million new shares in Afrocentric (âConsideration Sharesâ), credited as fully paid-up and listed on the stock exchange operated by JSE Limited (âJSEâ). 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 (âAsset for Share Transactionâ). Sanlam Life currently holds 28.7% of the issued share capital of AHA (âA4S Sharesâ). 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. 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. The Transaction will not proceed if less than the Absolute Floor is tendered in terms of the Partial Offer. 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. As of February 14, 2023, the offer became unconditional. The transaction is also subject to regulatory approvals from JSE and approvals from relevant competition authorities. The transaction has received the approval from Competition Tribunal of South Africa. The tender offer will close on March 31, 2023. As on March 16, 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. Sanlam has reserved the right to further extend the Offer Closing Date if the Partial Offer Closing Date does not occur by May 26, 2023. In addition, Shareholders are advised that Sanlam and AfroCentric have agreed to extend the Longstop Date from May 2, 2023 to July 5, 2023. As of May 26, 2023, the offer became unconditional.
Rand Merchant Bank acted as financial advisor to Sanlam, Edward Nathan Sonnenbergs Inc. acted as a legal advisor to Sanlam. Investec Bank plc and BDO Corporate Finance Proprietary Limited acted as financial advisor to AfroCentric and Norton Rose South Africa acted as a legal advisor to AfroCentric.