2000/04/07
NOTICE TO GUARDIAN NATIONAL SHAREHOLDERS REGARDING: [JSE Securities Exchange - SENS]
 
07/04/2000 - 20:02:33

SANTAM LIMITED
(INCORPORATED IN THE REPUBLIC OF SOUTH AFRICA)
(REGISTRATION NUMBER 1918/001680/06)
("SANTAM")
GUARDIAN NATIONAL INSURANCE COMPANY LIMITED
(INCORPORATED IN THE REPUBLIC OF SOUTH AFRICA)
(REGISTRATION NUMBER 1920/002086/06)
("GUARDIAN NATIONAL")
NOTICE TO GUARDIAN NATIONAL SHAREHOLDERS REGARDING:
* ACCEPTANCES OF THE OFFER BY SANTAM;
* DECLARATION THAT THE OFFER IS UNCONDITIONAL;
* AMENDED CLOSING DATE OF THE OFFER;
* NOTICE IN TERMS OF SECTION 440K(1)(A) OF THE COMPANIES ACT; AND
* SUSPENSION AND SUBSEQUENT TERMINATION OF THE LISTING OF GUARDIAN NATIONAL ON
THE JSE.
1. ACCEPTANCES OF OFFER
SHAREHOLDERS OF GUARDIAN NATIONAL ("GUARDIAN NATIONAL SHAREHOLDERS") ARE
REFERRED TO THE CIRCULAR DATED 23 MARCH 2000 (THE "OFFER CIRCULAR") REFLECTING
THE TERMS OF THE OFFER BY SANTAM TO GUARDIAN NATIONAL SHAREHOLDERS TO ACQUIRE
ALL OF THEIR GUARDIAN NATIONAL SHARES FOR AN OFFER CONSIDERATION OF R13.075 PER
GUARDIAN NATIONAL SHARE (THE "OFFER CONSIDERATION").
TO DATE, THE OFFER HAS BEEN ACCEPTED BY GUARDIAN NATIONAL SHAREHOLDERS HOLDING
114 344 660 GUARDIAN NATIONAL SHARES, REPRESENTING 94.0% OF THE GUARDIAN
NATIONAL SHARES WHICH WERE SUBJECT TO THE OFFER.
2. OFFER DECLARED UNCONDITIONAL
THE COMPETITION TRIBUNAL HAS APPROVED UNCONDITIONALLY THE ACQUISITION BY SANTAM
OF ALL THE GUARDIAN NATIONAL SHARES.
IN ADDITION, THE JOHANNESBURG STOCK EXCHANGE (THE "JSE") HAS CONSENTED TO THE
LISTING OF SHARES TO BE ISSUED BY SANTAM IN ORDER TO FUND APPROXIMATELY R1
BILLION OF THE AGGREGATE OFFER CONSIDERATION WITH EFFECT FROM MONDAY, 10 APRIL
2000.
AS ALL THE CONDITIONS PRECEDENT TO WHICH THE OFFER IS SUBJECT HAVE BEEN
FULFILLED OR WAIVED, THE OFFER IS NOW UNCONDITIONAL IN ALL RESPECTS.
3. AMENDED CLOSING DATE OF OFFER
SINCE THE OFFER IS NOW UNCONDITIONAL, THE FINAL CLOSING DATE HAS, WITH THE
APPROVAL OF THE SECURITIES REGULATION PANEL (THE "SRP"), BEEN BROUGHT FORWARD
TO TUESDAY, 25 APRIL 2000.
4. 440K(1)(A) NOTICE
IN VIEW OF THE FACT THAT THE OFFER HAS BEEN ACCEPTED BY THE HOLDERS OF MORE
THAN 90% OF THE GUARDIAN NATIONAL SHARES WHICH WERE THE SUBJECT OF THE OFFER,
SANTAM HEREBY GIVES NOTICE OF ITS INTENTION TO COMPULSORILY ACQUIRE, IN TERMS
OF SECTION 440K(1)(A) OF THE COMPANIES ACT, 1973 (ACT 61 OF 1973), AS AMENDED
(THE "ACT"), THE GUARDIAN NATIONAL SHARES HELD BY THOSE GUARDIAN NATIONAL
SHAREHOLDERS WHO DO NOT ACCEPT THE OFFER BY THE FINAL CLOSING DATE (THE
"REMAINING GUARDIAN NATIONAL SHARES") ON THE SAME TERMS AND CONDITIONS AS
APPLICABLE UNDER THE OFFER (THE "COMPULSORY ACQUISITION").
A CIRCULAR, SETTING OUT FULL DETAILS OF THE COMPULSORY ACQUISITION (THE
"COMPULSORY ACQUISITION CIRCULAR") AND WHICH IS SUBJECT TO THE APPROVAL OF THE
JSE AND THE SRP, WILL BE POSTED TO ALL GUARDIAN NATIONAL SHAREHOLDERS CURRENTLY
REFLECTED IN GUARDIAN NATIONAL'S SHARE REGISTER AS SHAREHOLDERS WHO HAVE NOT
ACCEPTED THE OFFER (THE "REMAINING GUARDIAN NATIONAL SHAREHOLDERS") ON OR ABOUT
FRIDAY, 14 APRIL 2000.
THE REMAINING GUARDIAN NATIONAL SHAREHOLDERS ARE ENTITLED TO MAKE APPLICATION
TO THE HIGH COURT OF SOUTH AFRICA (THE "COURT") IN TERMS OF SECTION 440K(1)(A)
OF THE ACT, WITHIN SIX WEEKS OF THE DATE OF ISSUE OF THE COMPULSORY ACQUISITION
CIRCULAR, SEEKING AN ORDER THAT SANTAM IS NOT ENTITLED OR BOUND TO MAKE THE
COMPULSORY ACQUISITION OR REQUESTING THE COURT TO IMPOSE CONDITIONS OF
ACQUISITION DIFFERENT FROM THOSE APPLICABLE UNDER THE OFFER.
5. SURRENDER OF DOCUMENTS OF TITLE AND PAYMENT OF OFFER CONSIDERATION
CHEQUES IN RESPECT OF THE OFFER CONSIDERATION WILL BE POSTED BY REGISTERED POST
TO THOSE GUARDIAN NATIONAL SHAREHOLDERS WHO HAVE ALREADY ACCEPTED THE OFFER AND
SURRENDERED THEIR SHARE CERTIFICATES OR OTHER DOCUMENTS OF TITLE IN RESPECT OF
THEIR GUARDIAN NATIONAL SHARES ("DOCUMENTS OF TITLE"), TOGETHER WITH PROPERLY
COMPLETED AND SIGNED FORMS OF ACCEPTANCE, SURRENDER AND TRANSFER (ATTACHED TO
THE OFFER CIRCULAR), TO GUARDIAN NATIONAL'S TRANSFER SECRETARIES AS REFLECTED
ON THE FORM OF ACCEPTANCE, SURRENDER AND TRANSFER (THE "TRANSFER SECRETARIES"),
AT THE RISK OF THE SHAREHOLDERS CONCERNED, TO THE ADDRESS AS DISCLOSED, OR
ALTERNATIVELY, THE OFFER CONSIDERATION WILL BE PAID IN ACCORDANCE WITH ANY
INSTRUCTIONS TO THE CONTRARY REFLECTED IN THE FORM OF ACCEPTANCE, SURRENDER AND
TRANSFER.  PAYMENT TO THESE GUARDIAN NATIONAL SHAREHOLDERS WILL BE MADE ON OR
ABOUT FRIDAY, 14 APRIL 2000.
GUARDIAN NATIONAL SHAREHOLDERS WHO STILL WISH TO ACCEPT THE OFFER ARE REQUESTED
TO SURRENDER THEIR DOCUMENTS OF TITLE, TOGETHER WITH A PROPERLY COMPLETED AND
SIGNED FORM OF ACCEPTANCE, SURRENDER AND TRANSFER (ATTACHED TO THE OFFER
CIRCULAR), TO THE TRANSFER SECRETARIES BY THE FINAL CLOSING DATE.  POSTAL
ACCEPTANCES POSTMARKED ON OR BEFORE THE FINAL CLOSING DATE WILL BE ACCEPTED
UNTIL 14:30 ON MONDAY, 2 MAY 2000.
THE REMAINING GUARDIAN NATIONAL SHAREHOLDERS WHO HAVE NOT ACCEPTED THE OFFER BY
THE FINAL CLOSING DATE ARE REQUESTED TO SURRENDER THEIR DOCUMENTS OF TITLE,
TOGETHER WITH A PROPERLY COMPLETED AND SIGNED FORM OF SURRENDER (ATTACHED TO
THE COMPULSORY ACQUISITION CIRCULAR), AS SOON AS POSSIBLE AND RETURN THESE TO
THE TRANSFER SECRETARIES AS DETAILED ON THE FORM OF SURRENDER.
CHEQUES IN RESPECT OF THE OFFER CONSIDERATION WILL BE POSTED BY REGISTERED POST
TO THOSE GUARDIAN NATIONAL SHAREHOLDERS WHO SURRENDER THEIR DOCUMENTS OF TITLE
TOGETHER WITH A PROPERLY COMPLETED FORM OF ACCEPTANCE, SURRENDER AND TRANSFER
OR A FORM OF SURRENDER, AS THE CASE MAY BE, TO THE TRANSFER SECRETARIES, AT THE
RISK OF THE SHAREHOLDERS CONCERNED, TO THE ADDRESS AS DISCLOSED, OR
ALTERNATIVELY, THE OFFER CONSIDERATION WILL BE PAID IN ACCORDANCE WITH ANY
INSTRUCTIONS TO THE CONTRARY REFLECTED IN THE RELEVANT FORM.  PAYMENT WILL BE
MADE WITHIN SEVEN DAYS OF RECEIPT BY THE TRANSFER SECRETARIES OF THE VALID
DOCUMENTS OF TITLE AND PROPERLY COMPLETED FORM OF ACCEPTANCE, SURRENDER AND
TRANSFER OR FORM OF SURRENDER, AS THE CASE MAY BE.
IF NO CHOICE IS MADE REGARDING THE METHOD OF PAYMENT, PAYMENT WILL BE MADE BY A
CHEQUE PAYABLE TO THE GUARDIAN NATIONAL SHAREHOLDER CONCERNED IN THE MANNER SET
OUT ABOVE.
THE GUARDIAN NATIONAL SHARES OF THOSE GUARDIAN NATIONAL SHAREHOLDERS WHO DO NOT
ACCEPT THE OFFER BY THE FINAL CLOSING DATE OR WHO DO NOT SURRENDER THEIR
DOCUMENTS OF TITLE WITHIN THE TIME PERIODS STIPULATED IN THE COMPULSORY
ACQUISITION CIRCULAR, WILL BE COMPULSORILY ACQUIRED BY SANTAM.  IN SUCH EVENT,
THE OFFER CONSIDERATION WILL BE HELD IN TRUST BY GUARDIAN NATIONAL, FOR THE
BENEFIT OF SUCH GUARDIAN NATIONAL SHAREHOLDERS, IN TERMS OF SECTION 440K(4) OF
THE ACT.
6. SUSPENSION AND TERMINATION OF THE LISTING OF GUARDIAN NATIONAL
SUBJECT TO THE COMPULSORY ACQUISITION CIRCULAR BEING POSTED ON FRIDAY, 14 APRIL
2000, APPLICATION WILL BE MADE TO THE COMMITTEE OF THE JSE TO SUSPEND THE
LISTING OF GUARDIAN NATIONAL SHARES ON THE JSE WITH EFFECT FROM THE CLOSE OF
TRADING ON THAT DATE.  A SUBSEQUENT APPLICATION WILL BE MADE TO THE COMMITTEE
OF THE JSE TO TERMINATE THE LISTING OF GUARDIAN NATIONAL SHARES ON THE JSE WITH
EFFECT FROM THE CLOSE OF TRADING ON FRIDAY, 26 MAY 2000.
BELLVILLE                                             JOHANNESBURG
7 APRIL 2000                                          7 APRIL 2000
FINANCIAL ADVISER TO SANTAM
  ROBERT FLEMING SOUTH AFRICA LIMITED
  (REGISTRATION NUMBER 1995/011812/06)
LEGAL ADVISER TO SANTAM
  JAN S DE VILLIERS & SON
SPONSORING BROKER TO SANTAM IN SOUTH AFRICA
  FLEMING MARTIN SECURITIES LIMITED
  (REGISTRATION NUMBER 1995/011815/06)
  (MEMBER OF THE JOHANNESBURG STOCK EXCHANGE)
SPONSORING BROKER TO SANTAM IN NAMIBIA
  HERBERT MAIER
  (MEMBER OF THE NAMIBIAN STOCK EXCHANGE)
  TRADING AS FLEMING MARTIN SECURITIES LIMITED
  (REGISTRATION NUMBER 1995/011815/06)
INDEPENDENT ADVISER TO GUARDIAN NATIONAL
  INVESTEC BANK LIMITED
  (REGISTRATION NUMBER 1969/004763/06)
LEGAL ADVISER TO GUARDIAN NATIONAL
  DENEYS REITZ INC.
  (REGISTRATION NUMBER 1984/003385/21)
SPONSORING BROKER TO GUARDIAN NATIONAL
  MERRILL LYNCH SOUTH AFRICA (PROPRIETARY) LIMITED
  (REGISTRATION NUMBER 1995/001805/07)
  (MEMBER OF THE JOHANNESBURG STOCK EXCHANGE)
FINANCIAL ADVISER TO AXA AND LIBERTY
  DEUTSCHE BANK SECURITIES (SA) (PROPRIETARY) LIMITED
  (REGISTRATION NUMBER 1995/011798/07)
LEGAL ADVISER TO AXA
  WEBBER WENTZEL BOWENS
LEGAL ADVISER TO LIBERTY
  WERKSMANS
UNDERWRITER TO THE OFFER
  SANLAM LIMITED
  (REGISTRATION NUMBER 59/01562/06)
PRODUCED BY: ANUSHA MOTHILALL 07-04-2000 17:37 SENS

PUBLISHER : JSE SENS Feed
Source: JSE Securities Exchange - SENS
 
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