Sanlam's proposed acquisition of the remaining shares in South African insurer Santam, valued at approximately N$21.2 billion, has moved to the shareholder approval stage. A general meeting is scheduled for 2 December 2026, where shareholders will consider and, if deemed appropriate, approve the resolutions required to implement the scheme of arrangement. The proposed transaction will result in Santam becoming a wholly owned subsidiary of Sanlam.
Under the proposed transaction, Sanlam, through its wholly owned subsidiary Sanlam Life, will acquire all issued ordinary shares in Santam not already held by excluded shareholders at a cash consideration of N$505 per share. Sanlam currently holds 68,023,017 Santam shares, representing 61.9% of the insurer's issued shares, excluding treasury shares. The transaction was first announced through a joint firm intention announcement on 5 October 2026 and supplemented on 14 October.
The general meeting will take place entirely through electronic communication on 2 December 2026. Support for the transaction has already been secured from a significant portion of eligible shareholders, with irrevocable undertakings and indications of support from shareholders representing approximately 48.3% of the scheme shares. These shareholders have undertaken to vote in favour of, or otherwise support, the proposed resolution.
The proposed acquisition will also result in Santam's delisting from the Johannesburg Stock Exchange (JSE), the Namibian Stock Exchange (NSX), and A2X once the scheme is implemented. The termination of Santam's listings will follow automatically on the JSE, while applications will be made to the NSX and A2X to terminate its listings on those exchanges.
If shareholders approve the transaction and all other conditions are met, the scheme is expected to become effective in February 2027. According to the proposed timetable, the Takeover Regulation Panel is expected to issue its compliance certificate on 1 February 2027, followed by a finalisation announcement on or about 2 February.
Shareholders participating in the scheme are expected to receive the cash consideration on 15 February 2027. Dematerialised shareholders will have their accounts with their brokers or central securities depositories credited, while qualifying certificated shareholders will receive payment through electronic funds transfer. Shareholders who oppose the transaction also retain certain rights under the South African Companies Act.
The proposed transaction will not proceed if the scheme conditions are not fulfilled or waived by the applicable long-stop date. In that event, Santam shareholders will retain their shares. The circular also outlines the tax implications of the transaction, noting that these will depend on the individual circumstances and applicable tax jurisdictions of shareholders.
Key points
- Sanlam's proposed acquisition of Santam is valued at approximately N$21.2 billion.
- The general meeting for shareholder approval is scheduled for 2 December 2026.
- The proposed acquisition will result in Santam becoming a wholly owned subsidiary of Sanlam.
