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Joint Announcement - The Creation Of A Long-Term Active Asset Management Relationship Between Sanlam And Ninety One
NINETY ONE LIMITED
(Incorporated in the Republic of South Africa)
(Registration number: 2019/526481/06)
JSE Share Code: NY1
ISIN: ZAE000282356
("Ninety One Limited")
NINETY ONE PLC
(Incorporated in England and Wales)
(Registration number: 12245293)
LSE Share Code: N91
JSE Share Code: N91
ISIN: GB00BJHPLV88
LEI: 549300G0TJCT3K15ZG14
("Ninety One plc")
SANLAM LIMITED
(Incorporated in the Republic of South Africa)
(Registration number: 1959/001562/06)
JSE & A2X Share Code: SLM; NSX Share Code: SLA
ISIN: ZAE000070660
("Sanlam" or "Sanlam Group")
SANLAM LIFE INSURANCE LIMITED
(Incorporated in the Republic of South Africa)
(Registration number: 1998/021121/06)
LEI: 378900E10332DF012A23
Bond Issuer Code: BISLI
("Sanlam Life")
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN,
INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT
LAWS OF THAT JURISDICTION
JOINT ANNOUNCEMENT REGARDING THE EXECUTION OF KEY OPERATIVE AGREEMENTS FOR THE
CREATION OF A LONG-TERM ACTIVE ASSET MANAGEMENT RELATIONSHIP BETWEEN SANLAM AND NINETY
ONE AND DISCLOSURE OF FURTHER FINANCIAL INFORMATION
1. INTRODUCTION
1.1. On 20 November 2024, Sanlam and Ninety One (the dual-listed company ("DLC") consisting
of Ninety One plc and Ninety One Limited, together, "Ninety One") jointly announced
(the "Initial Announcement") that they had entered into a binding Framework Agreement
(the "FWA") to establish a long-term strategic relationship whereby Sanlam would appoint
Ninety One as its primary active asset manager for single-managed local and global products
with preferred access to Sanlam's South African distribution network (the "Proposed
Transaction").
1.2. The FWA envisaged that the Proposed Transaction would be implemented pursuant to
several operative agreements in terms of which:
SA Transaction:
1.2.1. Sanlam Investment Holdings Proprietary Limited ("SIH") will dispose of its entire
shareholding in Sanlam Investment Management Proprietary Limited ("SIM") to
Ninety One Limited (the "SIM Sale"). Prior to the closing of the Proposed
Transaction and implementation of the SIM Sale, SIH will effect an intra-group
reorganisation of the SIH group of companies (the "SI Reorganisation"). As part
of the SI Reorganisation, all business activities and associated costs not forming
part of the active asset management business, as referred to in the Initial
Announcement, will be transferred out of SIM;
1.2.2. Sanlam Life will receive Ninety One shares as a consequence of various
transactions to be entered into between Sanlam Life, SIM and Ninety One plc
pursuant to the SA Transaction (as defined below) (the "Sanlam Life
Transaction");
1.2.3. Sanlam and Ninety One will enter into an initial 15-year strategic relationship,
which will provide for (among other things) Ninety One to be granted preferred
access to Sanlam's distribution network (together with the SIM Sale and the
Sanlam Life Transaction, the "SA Transaction"); and
UK Transaction:
1.2.4. Sanlam Investments UK Limited ("SI UK") will transfer its active asset
management business, including certain investment professionals currently
employed by SI UK, to Ninety One UK Limited ("Ninety One UK"), pursuant to
which Ninety One UK will be appointed as the primary active asset manager for
a specific portion of SI UK's assets under management (the "UK Transaction").
As part of the UK Transaction, Ninety One UK will enter into certain agreements
setting out the terms for appointment of Ninety One UK as the primary active
asset manager for the SI UK mandates prior to the closing of the UK Transaction.
2. EXECUTION OF KEY OPERATIVE AGREEMENTS
2.1. To facilitate the implementation of the Proposed Transaction, Sanlam and Ninety One have
now entered into the following key operative agreements:
SA Transaction
2.1.1. a transaction implementation agreement setting out a series of inter-connected
transaction steps for the implementation of the SA Transaction including, inter
alia, the SIM Sale and Sanlam Life Transaction;
2.1.2. a relationship agreement, effective upon closing of the SA Transaction, which will
govern the 15-year strategic relationship between Ninety One and the Sanlam
Group;
2.1.3. certain investment management agreements setting out the terms for the
appointment of Ninety One as the primary active asset manager for the assets
held on the balance sheet by Sanlam Life and Sanlam Developing Markets
Limited; and
UK Transaction
2.1.4. a transfer agreement governing the implementation of the UK Transaction.
2.2. The remaining operative agreements will be entered into on or before closing of the SA
Transaction and the UK Transaction, as applicable.
3. TRANSACTION CONSIDERATION
3.1. As consideration for the Proposed Transaction, the Sanlam Group will receive a total of
125,694,804 shares, comprising a combination of Ninety One plc and Ninety One Limited
shares. This allocation represents an approximate 12.3% equity stake in Ninety One on a DLC
basis, based on Ninety One's total issued share capital as at 28 February 2025. The
distribution of these shares among the Sanlam Group entities is as follows:
Recipient SIH Sanlam Life SI UK Sanlam Group
Total shares 99,424,590 12,594,619 13,675,595 125,694,804
3.2. Excluding ARC Financial Services Investments Proprietary Limited as an indirect minority
shareholder in SIH and Absa Financial Services Limited as a direct minority shareholder in
SIH, the Sanlam Group will hold an effective shareholding of approximately 8.9% in Ninety
One (on a DLC basis).
4. FINANCIAL INFORMATION
4.1. As previously indicated in the Initial Announcement, the financial information referred to
under paragraph 4 (Financial Information) thereof is set out below.
4.2. The value of the SIM net assets as at 30 September 2024 and the net profits that are the
subject of the Proposed Transaction for the six months ended 30 September 2024 were
GBP23.6 million and GBP11.7 million1 respectively. The net assets figure reflects SIM's pre-SI
Reorganisation net assets.
4.3. This financial information has been prepared in terms of IFRS and extracted from the SIM and
SI UK management accounts for the six-month period ended 30 September 2024. Review
opinions on this financial information were issued by the respective audit firms.
4.4. For Ninety One, the Proposed Transaction is anticipated to be earnings and dividend accretive
from inception.
4.5. For Sanlam, the Proposed Transaction is anticipated to be marginally dilutive to earnings and
dividends in the initial year, primarily due to transaction implementation costs and taxation
on the transaction consideration. However, from year three onward, the Proposed
Transaction is anticipated to become earnings and dividends accretive as the strategic
benefits of the deal begin to materialise.
5. CONDITIONS PRECEDENT
5.1. The UK Transaction and the SA Transaction are not inter-conditional, each transaction is
subject to various suspensive conditions, including regulatory and other customary
approvals.
5.2. The SA Transaction is further contingent upon completion of the SI Reorganisation, the SIH
minority shareholder approval, as well as the Ninety One shareholder approvals for the
issuance of Ninety One shares to the Sanlam Group in connection with the SA Transaction.
1ZAR/GBP exchange rate used: 22.89 for the value of the net assets (being the exchange rate as at 30 September 2024); and 23.39 for the net profits
attributable (being the average exchange rate used for the six months ended 30 September 2024).
The UK Transaction is not subject to Ninety One shareholder approval, and the issuance of
Ninety One shares in connection with the UK Transaction will take place using Ninety One's
existing allotment authority, as previously approved by Ninety One shareholders at its 2024
annual general meeting.
5.3. The UK Transaction has a long stop date of 15 August 2025, while the SA Transaction has a
long stop date of 31 March 2026. The effective dates for each transaction will be dependent
on the fulfilment of the suspensive conditions applicable to each transaction.
6. EXPECTED TIMETABLE AND WAY FORWARD
A circular to Ninety One shareholders containing further details relating to the issuance of the Ninety
One shares in connection with the SA Transaction will be published on the Ninety One website (and
subsequently posted to Ninety One shareholders) in due course. The announcement containing the
relevant salient dates will also be published in due course.
6 March 2025
Ninety One Enquiries:
Ninety One Investor Relations
ir@ninetyone.com
This announcement is being released simultaneously on the LSE and JSE in accordance with the rules
applicable to dual listed company structures and will be made available on the Ninety One website at
www.ninetyone.com.
JSE Sponsor to Ninety One:
J.P. Morgan Equities South Africa (Pty) Ltd
Financial Advisor to Ninety One:
Rothschild & Co South Africa (Pty) Ltd
Legal Advisors to Ninety One:
Edward Nathan Sonnenbergs Inc.
Linklaters LLP
Sanlam Enquiries:
Sanlam Investor Relations
ir@sanlam.co.za
JSE Equity Sponsor to Sanlam Limited:
The Standard Bank of South Africa Limited
JSE Debt Sponsor to Sanlam Life Insurance Limited:
The Standard Bank of South Africa Limited
NSX sponsor to Sanlam Ltd:
Simonis Storm Securities (Pty) Ltd
Legal Advisors to Sanlam:
Webber Wentzel
Allen Overy Shearman Sterling LLP
Forward looking statements
This announcement, oral statements made regarding the Proposed Transaction, and other information
published by Ninety One (where it relates to Ninety One) and/or Sanlam (where it relates to Sanlam) (jointly
the "Parties") may contain statements which are, or may be deemed to be, "forward-looking statements".
Forward-looking statements are prospective in nature and are not based on historical facts, but rather on
current expectations and projections of the respective management of the Parties about future events, and
are therefore subject to risks and uncertainties which could cause actual results to differ materially from the
future results expressed or implied by the forward-looking statements. The forward-looking statements
contained in this announcement include statements relating to the expected effects of the Proposed
Transaction for the Parties, the expected timing and scope of the Proposed Transaction and other statements
other than historical facts. Often, but not always, forward-looking statements can be identified by the use of
forward-looking words such as "plans", "expects" or "does not expect", "is expected", "is subject to",
"budget", "scheduled", "estimates", "forecasts", "intends", "anticipates" or "does not anticipate", or
"believes", or variations of such words and phrases or statements that certain actions, events or results
"may", "could", "should", "would", "might" or "will" be taken, occur or be achieved. Although the Parties
believe that the expectations reflected in such forward-looking statements are reasonable, the Parties can
give no assurance that such expectations will prove to be correct. By their nature, forward-looking
statements involve risk and uncertainty because they relate to events and depend on circumstances that will
occur in the future. There are a number of factors that could cause actual results and developments to differ
materially from those expressed or implied by such forward-looking statements. Other unknown or
unpredictable factors could cause actual results to differ materially from those in the forward-looking
statements. Such forward-looking statements should therefore be construed in the light of such factors.
Neither the Parties nor any of their respective associates or directors, officers or advisers, provides any
representation, assurance or guarantee that the occurrence of the events expressed or implied in any
forward-looking statements in this announcement will actually occur. You are cautioned not to place undue
reliance on these forward-looking statements. Other than in accordance with their legal or regulatory
obligations (including under the UK Listing Rules, the JSE Listings Requirements and the Disclosure and
Transparency Rules of the FCA and/or Chapter X of the Financial Markets Act in South Africa), the Parties are
under no obligation, and expressly disclaim any intention or obligation, to update or revise any forward-
looking statements, whether as a result of new information, future events or otherwise.
No statement in this announcement is intended as a profit forecast or profit estimate.
No offer or solicitation
This announcement is not intended to, and does not constitute, or form part of, any offer to sell or an
invitation to purchase or subscribe for any securities.
Date: 06-03-2025 09:05:00
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