Sanlam’s proposed R21.2-billion acquisition of Santam’s minority shareholders is moving towards a shareholder vote, with the distribution of a formal circular and a general meeting scheduled for 2 December 2026.
Sanlam is offering R505 in cash for each scheme share through its wholly owned subsidiary, Sanlam Life. Sanlam already beneficially owns 68 023 017 Santam shares, representing 61.9% of the issued shares, excluding treasury shares.
If the scheme goes ahead, Santam will become a wholly owned subsidiary of Sanlam, and its listings on the JSE, A2X, and the Namibian Securities Exchange (NSX) will end.
The two groups have received irrevocable undertakings and indications of support from eligible shareholders representing approximately 48.3% of the scheme shares, according to a joint SENS announcement issued on 3 November 2026.
This figure includes further indications of support received after the last practicable date for the circular. It combines shareholders who have given irrevocable undertakings with those who have indicated their support. It does not represent votes already cast.
The proposed buyout is the final step in Sanlam’s plan to simplify its South African group structure. At its October Capital Markets Day, management said full ownership of Santam was expected to support earnings growth, improve returns, and give the group greater flexibility in allocating capital across its businesses.
Read: Sanlam expects Santam deal to lift returns
The dates Santam shareholders need to know
The general meeting will take place entirely by electronic communication at 2pm on Wednesday, 2 December. Shareholders will consider the resolutions required to approve and implement the scheme.
The circular was distributed on 3 November to shareholders recorded in Santam’s register on 23 October. It is available in English on the Santam and Sanlam websites. Shareholders can also request a copy from Santam’s investor relations team at Investor.Relations@santam.co.za.
The key dates for shareholders wishing to participate in the vote are:
- 17 November 2026: Last day to trade in Santam shares to qualify to attend, participate in, and vote at the general meeting.
- 20 November: Record date for determining which shareholders are eligible to attend, participate, and vote.
- 30 November: Deadline for lodging proxy forms with Santam’s transfer secretary by 2pm.
- 2 December: General meeting at 2pm.
Proxy forms not lodged by the 30 November deadline may still be emailed to proxy@computershare.co.za before the proxy exercises the shareholder’s voting rights at the meeting.
Shareholders who want to object to the scheme resolution under section 164(3) of the Companies Act must also notify Santam by 2pm on 2 December.
What happens if shareholders vote against the deal?
The circular sets out several rights for shareholders who oppose the scheme.
If the resolution is approved but opposed by at least 15% of the voting rights exercised at the meeting, an opposing shareholder may, under section 115(3)(a) of the Companies Act, require Santam to seek court approval for the scheme. The deadline for making such a request is 9 December.
A shareholder who votes against the resolution may also seek leave from a court to apply for a review of the scheme under section 115(3)(b). The circular gives 17 December as the deadline for this process.
There is also an appraisal right under section 164 of the Companies Act. Shareholders who follow the prescribed objection process may demand that Santam pay them the fair value of their shares rather than accept the scheme consideration.
The deadline for making this demand is 18 January 2027.
These rights could affect the transaction timetable. The dates published by Sanlam and Santam assume that no court approval or review will be required.
February implementation remains conditional
If the scheme receives the necessary approvals and becomes unconditional, the current timetable points to implementation in February next year.
The Takeover Regulation Panel is expected to issue its compliance certificate on 1 February 2027, followed by a finalisation announcement on 2 February. Santam expects to lodge its JSE delisting application on 4 February.
The proposed timetable then provides for 9 February as the last day to trade in Santam shares on the JSE, followed by suspension of the listing from the start of trade on 10 February.
The scheme record date is expected to be 12 February, with implementation and payment of the R505-a-share consideration scheduled for 15 February. The termination of Santam’s listings on the JSE, A2X, and NSX is expected on 16 February.
These dates are provisional and may be amended. The timetable assumes that the necessary shareholder and regulatory approvals are obtained and that no court approval or review is required. Any changes will be announced on SENS, NENS, and ANS.
The scheme remains subject to the fulfilment or waiver, where applicable, of the conditions set out in the circular, including shareholder approval. If those conditions are not met or waived by the long-stop date, the scheme will not become operative, and Santam shareholders will retain their shares.
The circular also advises shareholders to obtain professional tax advice because the consequences will depend on their individual circumstances. Where securities transfer tax is payable on the transfer of shares to Sanlam Life, it will be calculated at 0.25% of the scheme consideration and borne by Sanlam Life.
