Santam’s $1.3 billion buyout heads to shareholder vote ahead of Feb. 2027 delisting

Santam, the South African insurance group, has moved a proposed R21.2 billion ($1.3 billion) acquisition by Sanlam to the shareholder approval stage, with the publication of a joint scheme circular alongside Sanlam outlining the terms of the transaction by way of scheme arrangement and setting December 2, 2026, for a general meeting to vote on the deal.

Sanlam, through its wholly owned subsidiary Sanlam Life, is seeking to acquire all Santam shares not already held by excluded shareholders under a scheme of arrangement in terms of South Africa’s Companies Act. The offer provides cash consideration of R505 per share, with the transaction expected to make Santam a wholly owned subsidiary of Sanlam and remove its shares from the JSE, A2X and Namibian Stock Exchange.

Sanlam offers R505 per share to acquire remaining stake

Sanlam currently holds 68,023,017 Santam shares, representing 61.9% of the insurer’s issued shares, excluding treasury shares. The proposed acquisition covers the remaining eligible shares, with the aggregate consideration estimated at R21.2 billion ($1.29 billion).

The transaction follows a firm intention announcement issued by the two companies on October 5, 2026, and supplemented on October 14. Its implementation remains conditional on the fulfilment or waiver of specified requirements, including approval by eligible Santam shareholders.

Santam distributed the scheme circular on November 3 to shareholders recorded in its register on October 23. The document contains the transaction details, the independent board’s recommendation, an independent expert’s report and the forms required to participate in the scheme.

Shareholders to vote on December 2

Santam shareholders will consider the proposed buyout at an entirely electronic general meeting scheduled for 14:00 South African time on December 2, 2026.

The companies disclosed that irrevocable undertakings and indications of support had been received from eligible shareholders representing approximately 48.3% of the scheme shares. These shareholders have committed to vote in favour of, or otherwise support, the proposed transaction.

The last day to trade Santam shares to qualify for participation and voting at the meeting is November 17, while the relevant voting record date is November 20. The results of the meeting are expected to be published on December 3.

Delisting targeted for February 2027

If shareholders approve the scheme and all outstanding conditions are satisfied, Sanlam expects the transaction to become unconditional in early February 2027.

The companies anticipate publishing a finalisation announcement on February 2, followed by the expected suspension of Santam’s JSE listing on February 10. The scheme implementation date is scheduled for February 15, when eligible shareholders are expected to receive the R505-per-share consideration. The termination of Santam’s listings on the JSE, A2X and NSX is expected on February 16.

However, the timetable remains subject to change if regulatory approvals, shareholder objections or court proceedings delay implementation.

Tax treatment and shareholder protections

Sanlam Life will bear any securities transfer tax payable on the transfer of Santam shares, calculated at 0.25% of the scheme consideration. 

Shareholders are advised to obtain professional tax guidance because individual tax consequences will depend on their circumstances and applicable jurisdictions.

The circular also outlines statutory rights available to shareholders who oppose the scheme, including certain rights to seek court intervention or demand fair value for their shares.