Sanlam Allianz Holdings (kenya) Plc · NSEKE:SLAM

Sanlam Allianz Holdings (kenya) — Sanlam — Merger or Acquisition (October 2022)

17 slides from Sanlam Allianz Holdings (kenya)'s merger presentation, Oct 12, 2022

  1. Slide 1: Proposed Acquisition of Control of AfroCentric by Sanlam

    PROPOSED ACQUISITION OF CONTROL OF AFROCENTRIC BY SANLAM 12 October 2022

  2. Slide 2: Agenda

    AGENDA CONTENT Transaction overview Strategic rationale Background of AfroCentric Other relevant transaction terms PROPOSED ACQUISITION OF CONTROL OF AFROCENTRIC BY SANLAM

  3. Slide 3: Transaction Overview

    TRANSACTION OVERVIEW ©

  4. Slide 4: Strategic Rationale

    STRATEGIC RATIONALE Strategic Improved alignment of interest between Sanlam and AfroCentric alignment Consolidation of product offerings into a single well-recognized proposition Route-to- Enhanced commercial visibility and Sanlam co-branding market strength Access to the overall Sanlam product offe

  5. Slide 5: Strategic Rationale (contd.)

    STRATEGIC RATIONALE (contd.) Life & • The proposed transaction will add strong healthcare Funeral capabilities to Sanlam’s offering Retirement • Sanlam market position in life and short-term Corporate insurance in South Africa Life insurance new business volumes #1* Corporate group risk volumes #1^

  6. Slide 6: Impact on Sanlam's solvency

    It is expected that the transaction will be value enhancing for Sanlam, with further value created when considering the future synergies and cross-sell opportunities, without a material impact on Sanlam’s solvency

  7. Slide 7: Transaction Mechanics

    TRANSACTION MECHANICS ILLUSTRATIVE STEP PLAN Partial offer 2 Flip up 1 of existing shares for shares AfroCentric shareholders Sanlam makes a partial Sanlam Life sells its 1 offer to AfroCentric existing 28.7% shareholders to acquire shareholding in no less than 36.9% of AfroCentric AfroCentric Group

  8. Slide 8: Transaction Mechanics: offer price and partial offer bands

    TRANSACTION MECHANICS Offer price Partial offer bands R6 per AfroCentric share 1 2 3 Implied PE multiple of 10.9x Waivable min Non-discretionary Discretionary R6 31.3% - 36.9% 36.9% - 43.9% 43.9% - 64.8% (Offer price) 55.07c R1.0bn – R1.2bn (inclusive) R1.5bn – R2.2bn (AfroCentric disclosed R1.2bn –

  9. Slide 9: Transaction Mechanics (contd.)

    TRANSACTION MECHANICS (contd.) Share exchange ratio 𝑹𝟔 If 30-day VWAP > R60, for If 30-day VWAP < R60: 𝒁 example R65: Use R60 with Z being the higher of: Use 30-day VWAP • R60 or 𝑹𝟔 𝑹𝟔 𝑹𝟔 𝑹𝟔 = = • 30-day SLM VWAP 𝒁 𝑹𝟔𝟓 𝒁 𝑹𝟔𝟎 = 𝟎. 𝟎𝟗 𝑺𝑳𝑴 𝒔𝒉𝒂𝒓𝒆𝒔 ∗ = 𝟎. 𝟏𝟎 𝑺𝑳𝑴…

  10. Slide 10: Background on AfroCentric Limited

    BACKGROUND ON AFROCENTRIC LIMITED

  11. Slide 11: AfroCentric's Business Model

    AFROCENTRIC’S BUSINESS MODEL Coordinated day-to-day healthcare Admission of patients to hospital Primary Hospitalisa care -tion Drugs used to treat, manage and improve acute chronic Treatment provided by conditions specialist medical disciplines Medicine Specialist care PROPOSED ACQUISITION OF CONTR

  12. Slide 12: AfroCentric's Investment Case

    AFROCENTRIC’S INVESTMENT CASE Diversified across healthcare Strong market positioning Multiple growth drivers services and countries Enhanced efficiencies for reduced An established track record as a medical healthcare costs Increased diversification focus, with scheme administrator – 3.8 million li

  13. Slide 13: AfroCentric Financial Information

    AFROCENTRIC FINANCIAL INFORMATION RECENT AFROCENTRIC RESULTS 8.0% 2.6% 4.1% 14.6% Group Profit for Basic revenue the year earnings ROE Total revenue (R’bn) CAGR 20.0% Operating profit (R’m) CAGR 15.8% 10 8.72 1 500 8.07 1 119 1 122 8 6.44 969 5.30 1 000 6 4.21 623 678 4 500 2 0 0 2018 2019 2020 2021

  14. Slide 14: Other Relevant Information

    OTHER RELEVANT INFORMATION ©

  15. Slide 15: Transaction Governance

    TRANSACTION GOVERNANCE CONDITIONS PRECEDENT TO PARTIAL OFFER Shareholder approval for the Partial Offer and the Flip-up >36.9% of AfroCentric shareholders tendering in the Partial Offer (Sanlam can waive) Required regulatory approvals being obtained Conditions to the Flip-Up being fulfilled or waive

  16. Slide 16: Indicative Timeline

    INDICATIVE TIMELINE IMPLIED FROM ANNOUNCEMENT December 2022 January 2023 1Q2023 1Q2023 Posting of circular / General Meeting Conditions Offer close / offer opens Precedent fulfilled effective date Indicative timeline subject to various regulatory approvals required PROPOSED ACQUISITION OF CONTROL OF

  17. Slide 17: Live with confidence

    © Sanlam Live with confidence

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