Good day, ladies and gentlemen. My name is Tokelo Mulaudzi, and I am Head of Investor Relations. Thank you all for joining us on this call today. Before we begin, let me outline a few logistics. During the presentation, the presenters will be on screen while everyone is on mute. There will be an opportunity for Q&A at the end of the presentation, at which point we will take questions on Chorus Call first and then the webcast, where you will be able to simply type your questions into the chat. With that, I will now hand over to Paul Hanratty to start the presentation. Tokelo, thanks very much, and good afternoon to everybody, and thank you for taking the time to join us on this call today. I am joined on the call today by David Marshall, our Group Executive for Strategy and M&A. Abigail Mukhuba, our Group Finance Director. Tavaziva Madzinga, the Chief Executive Officer of Santam. [Matthys Lodewikus], the Santam Finance Director and Chief Financial Officer. We also do have Mlondolozi Mahlangeni with us, Abigail and myself here. I will start by outlining the recent announcement, noting some key transaction terms and the strategic rationale. Tavaziva then going through the rationale from Santam's point of view, while David and Abigail will follow up and speak further about some of the details about the value inherent to the deal, the terms, and the expected financial effects and process. We have announced Sanlam's firm intention to make an all-cash offer to acquire the remaining Santam shares that we do not already own, excluding treasury shares, via a scheme of arrangement. Sanlam currently owns approximately 63% of Santam through its wholly-owned subsidiary, Sanlam Life. If implemented, Santam would become a wholly-owned subsidiary of Sanlam and delist from the Johannesburg Stock Exchange, the Namibian Stock Exchange, and the A2X. The proposal builds on decades of collaboration between Sanlam and Santam, a shared culture, and strong operational alignment. It is consistent with our fortress South Africa strategy. South Africa has long been a core market of the Sanlam Group, and this investment reinforces our commitment to maintaining and building a leading position in the South African market. The purchase consideration is a fully funded all-cash offer of ZAR 505 per share, and it reflects extensive negotiations over the last 12 months with the independent board of Santam. We believe it represents a compelling opportunity for Santam minority shareholders, given the certainty and the speed of value realization that comes with this structure. Each eligible shareholder will receive the consideration of ZAR 505 per Santam share in cash. From a governance perspective, the transaction has been overseen throughout by Santam's independent board, working closely with its advisors and drawing on input from an independent expert. Having considered the terms in detail, the independent board has confirmed that it unanimously supports the scheme and will recommend that eligible shareholders vote in favor of the scheme. Let me just change the next slide. As previously mentioned, this transaction is supported by a compelling strategic rationale. We see this transaction as a meaningful accelerator of both Sanlam and Santam's 2030 strategies. From Sanlam's perspective, full consolidation and the associated efficiencies should help accelerate our Vision 2030 objectives, reinforcing our fortress South Africa position and creating a clearer platform for long-term growth while reaffirming Santam's 2030 growth vectors. As we simplify the structure of the Sanlam Group and remove duplication, particularly around listing related costs, we expect that the combined earnings profile improves, which supports stronger earnings growth, dividend capacity, and returns over time. From Santam's perspective, being fully embedded within the Sanlam Group allows it to scale its ecosystem more meaningfully through more deliberate cross-sell opportunities, deeper partnership-led distribution, and stronger connectivity across the broader set of group capabilities. It also enhances Santam's ability to pursue international expansion over time, leveraging Sanlam's presence in India and the wider African footprint of the SanlamAllianz platform. This proposed transaction is directly aligned with Sanlam's strategy of leveraging quality and accelerating growth through its existing platforms, while further strengthening strategic alignment and operational efficiency. It allows for better coordination, decision-making, and capital deployment, including a more integrated client proposition through enhanced cross-sell opportunities that we expect to emerge over time. By moving to a single clearer market entry point and a more streamlined group structure, we reduce structural complexity. In doing so, we believe the transaction strengthens Sanlam's equity story, supports improved liquidity for the stock over time, and creates a clearer platform from which to execute. Santam shareholders have benefited over time from Sanlam's support in the financial and capital sense and access to our distribution. We expect to be able to accelerate growth at Santam gradually through our enlarged ecosystem. Full ownership and a consolidated position in South Africa supports a more integrated proposition across general insurance, life insurance, asset management, and broader financial services capabilities such as banking and credit. Over time, we expect this to enable a more coordinated client coverage and to expand cross-sell opportunities across the entire ecosystem. Sanlam and Santam have been cooperating closely with each other for over a century. This transaction further solidifies the relationship, allowing for enhanced capital allocation, decision-making, and strategic flexibility across the group. In terms of incremental value available to Sanlam through synergies, we do expect efficiencies over time, particularly through the removal of minority leakage and the unlocking of some cost synergies. They will be limited. The transaction stands on its own merits alone. Simplification, deeper alignment, clearer resource allocation, and stronger execution capacity. At this point of the presentation, I'm going to hand over to Tavaziva Madzinga, who will talk a little bit about the rationale of this transaction from the Santam business point of view. Tavaziva Madzinga, over to you. Thank you very much, Paul, and good afternoon, everyone. Building briefly on Paul's remarks. From a Santam management perspective, we are fully aligned to the strategic direction of the transaction, and we are of the view that the transaction is a compelling proposal for Santam shareholders. I would like to highlight the rationale, at least from our perspective. As the Santam Group, we have benefited from and are certainly grateful for Sanlam's long-standing support and partnership, and for being able to rely on Sanlam through the challenging times and also the strong periods. For us, moving to full private ownership deepens Sanlam's commitment to Santam's growth. This is backed by Sanlam's scale, their capital strength, distribution capabilities, and more importantly for us into the future, the broader financial services platform that Sanlam is building out. This combination strengthens the foundations that underpin Santam's longer term objectives, and effectively allows us to accelerate our current future fit strategy to 2030, which is based on three key vectors. That is strengthening our position in our domestic market here in South Africa, driving our international expansion, and scaling our ecosystems via our partners. The transaction for us enhances our client proposition by broadening the addressable client base and strengthening the breadth of our existing offering. This creates additional opportunities for cross-sell in time, underpinned by greater access to Sanlam's greater ecosystem and partnerships. I think for us, this certainly is strategically supportive of the Santam Group to 2030. I will now hand over to Paul to cover the key transaction terms. Tava, thanks a lot. Apologies to the audience because I know Tava was breaking up a little bit on our side, possibly on yours as well. We believe this proposal represents a very attractive offer to Santam's shareholders. As I mentioned earlier, under our proposal, each eligible shareholder will receive a total cash consideration of ZAR 505 for each Santam share. We think it is a compelling proposal for Santam shareholders, representing a premium of roughly 27% to spot. That was obviously before the jump up today. Around about 25% to the 30-day VWAP, and around 29% to the 90-day VWAP. The price also sits 9.4% above the 52-week market trading high. On a trading comparables basis, using market consensus numbers, it corresponds to a forward P/E of 11.7 and a price to book on 2026 numbers of 3.2 times. The all-cash consideration will be funded from existing balance sheet capacity at Sanlam, remaining well within our solvency targets. We expect the leverage that we take on initially to reduce steadily over time, and we do not expect it to have any dividend impacts on Sanlam itself. I am going to hand over now to Abigail Mukhuba, our Chief Financial Officer, to talk through some of the pro forma financial effects. Thank you, Paul. The compelling mutual benefits are clear with incremental value created through the consolidation. Please note what we're showing on the slide is illustrative financial effects on the group and aimed to be used just as a guidance. The combination of a simplified structure, unlocking the final layer of synergies, and eliminating duplicated listing-related costs are expected to translate into a near-term uplift in earnings metrics, as well as modest earnings per share accretion. This reflects a stronger return on equity profile expected to surpass the ROE level that could be achieved as a standalone group. On funding, an important point is that the consideration is all cash, and it is funded from existing balance sheet capacity, remaining well within the Sanlam solvency targets. You should expect a temporary increase in leverage immediately post the transaction. We expect gearing to reduce steadily over time as retained earnings strengthen the equity base. Importantly, we don't expect an impact to Sanlam's dividend policy. Management remains committed to our existing capital return framework. I'll hand over to David to cover the execution process and the next steps. Thanks, Abigail. Hi, everyone. As mentioned earlier, the proposal is a fully funded one, supported obviously by a bank guarantee as required by the TRP. We think that the execution risk in the transaction is significantly mitigated by the fact that Sanlam already has existing control and a long-standing relationship, and obviously operational familiarity with Santam, which means that no formal due diligence is required. The transaction is subject to customary regulatory approvals, but importantly, no competition commission approval is needed given the existing controlling stake. Based on our preliminary assessment of all the other approvals that will be required, we do not expect any significant impediments or delays to closing of the transaction. Additionally, as the transaction is a Category 2 one for Sanlam, no Sanlam shareholder approval will be required. For further details on the transaction, a shareholder circular will be distributed at the latest by the 3rd of November, and that will obviously include a lot more information about the subsequent steps in the process. The transaction remains subject to Santam shareholder approval, and that vote is then expected to take place on or around the 30th of November. Subject to those approvals being obtained, we would expect the transaction to become unconditional fairly early in Q1 of 2027, at which point Santam would then become a wholly owned subsidiary of Sanlam, and its listings on the relevant exchanges would be terminated. We will open now for questions. Thank you. Thank you, David, and thank you to the Sanlam and Santam executives. With that, as mentioned earlier, we will start with the questions on Chorus Call. Operator, do we have any questions? This is the operator speaking. You can dial star one to ask questions. At the moment, we don't have any participant in the queue. Thank you, operator. With that, I'll just move on to the questions on the webcast. The first one is from Richard Cheesman. He is from Urquhart Partners, and he says, "Congratulations on the transactions. Assuming the shareholder approval and the regulatory processes proceed as expected, is there any reason why the transaction couldn't close in January or February? If there are delays and it closes late March, could you give us color around potential Santam dividend? Have the relevant dividend dates been fixed, and would it be purely mechanical, i.e., if the transaction closes the day before the relevant date, the distribution is not made, or if the transaction closes a day after their date it is? Would there be any discretion around timing and distribution? Many thanks. Thanks very much, Richard. David, that's probably a question for you. Yeah, thanks, Richard. As I indicated, this transaction should be, given its context, should be about as straightforward as a transaction like this will be. That said, one can never predict regulatory approvals. To answer your question directly, we see no reason why the transaction in the normal course shouldn't be closing sometime in February. Yes. Assuming that the transaction closes before the normal date on which Santam would have declared a dividend, then that point is moot. There will be no dividend declared. Should it go for whatever reason beyond that normal date, then a dividend would be declared in the normal course. Thank you, David. The next question is from Michael Christelis from UBS, and he asks: "How much capacity will the Sanlam Group have to issue debt once this deal is concluded, if need be? Okay. I'm going to ask Abigail and Mlondolozi to comment on that. I guess the answer, Michael, in broad terms, would be that our leverage will obviously be elevated above that point, which we would normally be comfortable with, and we've indicated our intention to reduce leverage. There would be no intention on our part to take any more debt on post this transaction. Is there anything either of you want to add to that? No, nothing to add. You've covered it, Paul. Okay. Thank you, Paul. The next question is from Warwick Bam of RMB Morgan Stanley. He asks: "Integration between Sanlam and Santam distribution in South Africa has been cited as a strategic opportunity for several years. Can you remind us how much overlap there is in customers and advisors between the two entities, and why you think a transaction of this kind could enhance cross-sell execution? Okay. Warwick, thanks a lot. I will ask Tavaziva to comment in a minute. At a very high level, the way I think about it is that Tavaziva has got around about 1 million personal lines policyholders. I am ignoring the corporate business for the purpose of this question and talking purely about retail or personal lines customers. There are about 1 million, of whom Sanlam has an equivalent base of something like 5 million- 6 million. Historically, the business at Santam has been more heavily focused on the affluent market. In fact, a very significant, I think the largest channel historically for Santam has been the Sanlam financial advisors and customers. Clearly there is an overlap, and Tavaziva may or may not have, or David may or may not have, be able to give some guidance on the proportion. What is true is that in the last number of years, under Tavaziva's leadership, we have begun to significantly change the mix of business and by distribution channel. There is an increasing proportion of personal lines business at Santam that is now coming through direct rather than broker intermediated channels. What that does is it opens up, I believe, going forward, two things. One, the ability to much more directly access customers from the Sanlam client base. Secondly, Sanlam itself is probably much better positioned in the retail mass market than Santam, which has been focused historically a little bit more, at the upper end of the market. I think that there is tremendous potential. Remember, you would know this, Warwick, is that with revenue synergies, these things can take a long time to build up and to compound. If you try and put a value on it is quite speculative. Tavaziva, do you want to add anything to this? Yes, Paul. Maybe just starting with the limited synergies on the cost side. The two businesses already at an operational level share quite an extensive quantum of resources. For example, on the procurement side, Santam already manages the Sanlam Group's entire procurement. Then if you look at, for example, on the IT side, we benefit from Sanlam's scale on the IT side, cybersecurity and IT platforms that we currently run. I think a huge proportion of cost synergies would largely be already exhausted, save for some limited synergies. Then on the revenue side, I think as Paul has correctly articulated, I think in time we will benefit in our view, from the broader platform that Sanlam is building, which is around the ecosystem. There is limited overlap between our customer base. We have a much smaller customer base than the Sanlam Group. I think it is also important to say that we have been very mindful of how we deploy the Santam resources, particularly where we have shared opportunities with the Sanlam Group into the rest of Africa, into India. I think with this transaction, it does simplify how we work together at an operational level. I think it makes it much easier not having to worry and to track the costs into building platforms and distribution and avoiding the splitting of hairs between the various entities. I think operationally and practically, it just makes it easier for us to work together on the revenue side moving forward. It is quite interesting, Warwick, that a bit of history, which I am sure you know, is that the MiWay business, which is now an increasing proportion of Tava's personal lines business, originally was built by Sanlam, and then migrated across to Santam. Illustrating the ability to access a customer base in a bit of a different segment. Thank you, Paul and Tava. The next question is from Warren Riley from Bateleur Capital. He asks, "What share of the minority register has indicated support? Why are there no irrevocables? Do minorities receive the 2026 dividend if closing slips to late Q1 2027? Okay. I think the second question was answered very fully. You may have posted the question before it was asked. On the first one, we have had the opportunity to carry out a wall crossing with some of the key shareholders of Santam, the minority shareholders. I think it's fair to say that we would not be moving forward if we hadn't had very strong support and indications of support. The way in which people express irrevocables varies quite a lot, therefore it's quite difficult to express that simply. We're confident that we will have the support of minority shareholders in this transaction. Thank you, Paul. Murray, I think your question has been answered in that last question. Lonwabo Maqubela from Perpetua asks, "Santam's capital coverage is at the higher end of its targeted range. Are there any capital model efficiencies that are expected at Santam level prior to 2026 results? Are there any capital model efficiencies that accrue to Sanlam as a result of this transaction? The answer to that is that historically, we've actually managed Santam on the basis that it is fully integrated from a capital point of view. The regulator has always permitted us to manage capital at a level that is consistent with a single view of a balance sheet, even though they have been two separate entities. That's actually relatively unusual. What it means is that there are no direct capital synergies from this transaction. In fact, what we have established through this process is that the Santam shareholders have historically had effectively a free ride and a subsidy from Sanlam around capital support. If Santam stood alone, it would have to run at higher capital levels than it's been able to. The answer to that question is no, we don't foresee any capital synergies. Clearly, in the fullness of time, as we look to refinance the bridging finance, we will look at what is optimal for the total balance sheet. Thank you for that. The next question is from Asanda Notshe at Mazi Asset Management. He says, thank you. In terms of timing, why is the transaction being done at this point? All right. I have to interpret the question, and please feel free if we have misinterpreted it. I assume you do not mean at this point in the year or whatever, but why are we doing this now as opposed to last year or the year before. Let me say that I have always viewed the eventual integration of Sanlam and Santam as something that would happen and have to happen at some point in time. Because it is very natural to simplify the structure of the group, to do away with the inefficiency of two entry points, to do away with two listing sets of costs. Most importantly, we have reached a point in time in South Africa where, as a group, we have taken the view that to drive further forward from where we are, we need to work in a much more integrated fashion from a customer point of view. So the notion of having great individual businesses in product silos is going to have to adapt. So we run what we call an ecosystem model, where there is a high degree of integration from the customer point of view. We have reached that evolution in our business and therefore it is natural that we should take the step. It is also important to note that our business and group have changed somewhat over the years. So we now have a majority interest in the P&C business in India as well as, of course, across the African continent. So when you sit at Sanlam level and you are trying to work out whether to allocate a rand to India, to Lloyd's or to Africa, the position of minorities in Santam actually muddies that decision-making and that clarity on where best to allocate capital. So it is a natural simplification in my view. It is a difficult transaction to get to happen because we have shareholders who are on both sides, in many cases, of this equation. So there is a very narrow price at which minorities will accept a transaction. But which is still valuable in the long term for Sanlam shareholders. There are points in time where that becomes possible, and we happen to be at one of those points in time right now, where we believe it is possible to give something compelling to the Santam minorities and at the same time do it on terms that make long-term success. We are giving effect to what I believe is a long-term necessity and will happen at some point in this group. But the time is right now to make this work. Thanks, Paul. The next question is from Harry Botha at Bank of America Securities. He asks whether we can elaborate on the growth opportunities and synergies that Santam provides the group in Africa. Yeah. Look, I think, the biggest opportunity, and maybe Tava might be better placed to talk to this, is that in Africa, the real big growth opportunities going forward are in the, we believe, in the specialist space as opposed to personal lines. I am not saying that with a long enough view, the personal lines would not be important. Clearly, it would. But in the short term, the greatest opportunity lies in the specialist arena. This will allow for much better coordination of what is a very strong specialist capability in Santam with a local presence and feet on the ground. At the moment, we have the unfortunate situation where the two strongest players on the continent actually compete against each other, which does not make sense. This business is all broker, and it does not make sense for us to be competing for it. It will provide an opportunity to be more efficient in conducting that business. We know there is a huge flow of that business through ultimately, the Lloyd's market. I think this put us in a great place to basically get a look at all specialist business out of Africa. Or the 25 countries we are in, let us put it that way, which is half the continent. Yeah, maybe just to add to Paul's comments. We do currently work closely with the SanlamAllianz team across the rest of Africa in the specialty space. But I think as Paul correctly put it, we have separate teams, largely cooperating in some spaces, but also competing in some spaces. And I think that creates mixed messaging from a single group in terms of how we engage with brokers and with clients. I think one can certainly foresee a future where that is streamlined. We also have teams that are working across our Santam Re business. And if you look at the teams working across the Santam Re business, I think looking again into the future, I think there may be opportunities for consolidation, particularly around how we think about deploying reinsurance capital across the GI entities across the board. And I think as Paul has mentioned, we already have a stake in the short-term insurance business. And again, if we look at the capabilities that Santam can bring to bear as we look at places such as India, I think again, there are opportunities for us to explore further how the group works together in a much more integrated way across the general insurance platform. Actually, Tava mentions, Harry, a very important point, which is reinsurance. I always say to people, to be good in GI, you obviously have to be good at managing claims, underwriting, and pricing. But the thing that you have to be really, really good at is reinsurance. And I think I'd be correct in saying that Santam is the biggest placer of reinsurance on the African continent by some distance. And there are definite synergies to be had if we can bring these things together. And at the moment, of course, there is an inherent conflict involved. I think reinsurance probably is quite a hidden opportunity for us to improve efficiency with over time. The next question is from Charles Boles at Titanium Capital. He asks, what consideration was given to providing a share alternative to the cash offer? And if was a cash consideration considered, and if so, why was this not pursued? Because this would enable Santam shareholders to cost efficiently convert their investment into Sanlam. Yeah. Okay. Thanks for that question. We did consider all possible funding options, including the one that you suggest. But there are really two good reasons. The first one is simplicity. The minute an offer contains equity as part of it becomes more difficult to evaluate. And the Santam independent board and their independent expert would have to assess not just the cash portion, but the value of the Sanlam stock. And so that introduces another layer of valuation complexity and uncertainty into it. What we're looking for here is something that's quick and clean. So that's the first point. And the second point is that Sanlam share price at the moment is at a level that we wouldn't regard it as appropriate to be issuing Sanlam stock at these levels. And then the final question on the webcast, or final two questions are from Bradley Moorcroft at Peregrine Capital. He asks, could you share a bit more detail on Sanlam's proposed funding structure for the deal, such as the nature of new debt and tenure? His second question is, how has your assessment of Santam's opportunity at Lloyd's evolved this year? And to what extent has that influenced the timing of this transaction? Does full ownership change their appetite to commit capital to Lloyd's or accretive to its growth? Okay. So that's a bit of a mouthful. Tokelo, why don't you just break it into the essential questions there? Sure. Just remind me of the two or three questions that are actually in there. Yeah. So first one is just around the funding structure of the deal. Okay. Let's start with that. And the nature of new debt. Yeah. Okay, let's start with the funding structure. As we've explained, Bradley, we're beginning with bridging finance and over the course of the 12 months post-closing, we will look to restructure that in an optimal fashion. So that's all we can say on that. And then the second question, Tokelo, was? The second question was around the Lloyd's opportunity. What our assessment of how that opportunity has evolved this year, and to what extent has that influenced the timing of this transaction? All right. Well, let's just take that one first then before we get to any others. Our assessment is that we're in early days with Lloyd's. We're building a business for the long-term future there. We're nine months into the year. I think that any entry into a completely new market space, which is what this is, although we have some expertise in the specialist area, this is a completely new area for us. By definition, that requires some years of school fees and an elevated degree of risk. What we have agreed with Tava and his team is to develop this and to prove out over time that we do indeed have the right business model at Lloyd's, and that we have a team capable of doing the underwriting. That itself will evolve significantly over time. Initially, of course, we did plug in our own book of business, but insofar as we write new business, the initial approach will be to be a follow-on underwriter writing behind other people. But over the long term, provided that we can prove out that we have the necessary skills, at some point we can start leading on some business as well. For us, it's a long term. Lloyd's is a very long-term development. It's not short-term, and it had zero impact on our decision to go. As I've explained extensively, this is a long-term, strategic alignment of the two businesses and relatively unimportant is the Lloyd's consideration. But it does make it easier for us to allocate capital going forward to Lloyd's should the team prove that they're able to earn the requisite returns on that capital. Whereas absent this transaction, we may be more inclined to direct capital to other P&C opportunities in the group. Then the next two questions from- It's, I guess that last question, and I think you might have touched on it, Paul. He just asks whether full ownership changes our appetite to commit capital to Lloyd's or does it accelerate its growth? No. It will increase our willingness to allocate capital to it, all subject to it proving itself, which in my view is a three to five year proving period. This is not something you prove over one year. To me, we'd have to see three to five years of good track record on underwriting to really power that thing up. Thank you for that. We have one last one that was received now on the webcast before I move on to Chorus Call. [CP Weh] from CGAM asks, what happens to the SNT08 note? Sorry, what happens to the? It's a debt note. SNT08. Do you know, Abigail? It's the Sanlam sub-debt because- Sanlam sub-debt. Okay. Because to you there, I don't believe it make any difference. [inaudible] No. The transaction doesn't impact at all on our issued subordinated debt because this is an equity transaction. All right. Tokelo, do you want to go back to Chorus Call? Yes. Chorus Call, are there any further questions there? We have no more questions registered at this time. Alicia, in that case. Thank you. Could we thank you very much for being a very kind and efficient operator. And thank you very much to everybody who joined the call and to my colleagues, and we wish you a wonderful evening.
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