| Wed 9 Apr 2003, 16:33 | | SAGE GROUP LIMITED - A SPECIFIC ISSUE OF SHARES FO |
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Sage Group limited
(Incorporated in the Republic of South Africa)
(Registration number 1970/010541/06)
Share code: SGG ISIN: ZAE000006623
("Sage Group " or "the company")
A specific issue of shares for cash, a renounceable rights offer, notice of last
day to trade and record date announcement
1 INTRODUCTION
JPMorgan is authorised to announce that Sage Group intends to raise R350 million
in cash by way of a specific issue of shares for cash (the "specific issue") and
a renounceable rights offer to all shareholders of Sage Group (the "rights
offer") in order to provide enhanced financial strength for Sage Group"s core
life assurance and unit trust activities in South Africa. The R350 million will
be raised in the following proportions:
* R115 million through the specific issue to a consortium of investors
represented by AVASA Holdings Limited (the "Consortium"); and
* The balance of R235 million through the rights offer which, subject to the
fulfillment of certain conditions precedent, will be fully supported through
underwriting undertakings and irrevocable undertakings from major shareholders
to follow their rights.
In terms of both the specific issue and the rights offer, approximately 212
million new ordinary shares will be issued by Sage Group at a price of R1,65 per
share. Subject to the fulfillment of certain conditions precedent, the rights
offer will be fully supported through underwriting undertakings or through
irrevocable undertakings to follow rights given by ABSA Group Limited ("ABSA"),
Financial Securities Limited ("FSL"), a wholly owned subsidiary of Remgro
Limited, the Consortium, the Mine Employees Pension Fund and Sentinel Mining
Industry Retirement Fund.
It is intended that a general meeting of ordinary shareholders of Sage Group
("shareholders") will be convened to be held at the registered office of Sage
Group, Sage Centre, 10 Fraser Street, Johannesburg on or about 23 May 2003, at
which the ordinary and special resolutions necessary to increase the authorised
share capital of Sage Group and to approve the implementation of the specific
issue and rights offer will be proposed.
The ordinary shares issued pursuant to the specific issue and the rights offer
will, upon issue, rank pari passu with the existing issued ordinary shares in
the share capital of Sage Group.
2 RIGHTS OFFER RECORD DATE
All shareholders who are recorded in the register on Friday,
13 June 2003 ("the record date") will have the right to subscribe for new
ordinary shares in Sage Group.
3 DECLARATION DATA
2003
Circular convening general meeting
posted to shareholders on or about Friday 2 May
General meeting on or about Friday 23 May
Last day to trade for purposes of
determining shareholders entitled to
participate in the rights offer Friday 6 June
Ordinary shares trade ex-rights on the
JSE on Monday 9 June
Listing of and dealing in the letters
of allocation commences on the JSE Monday 9 June
Record date for purposes of determining
shareholders entitled to participate
in the rights offer Friday 13 June
Note
These dates may be amended.
Any amendment will be published over SENS and in the press.
4 CONDITIONS PRECEDENT
The specific issue and rights offer are conditional upon, inter alia:
* the approval of the JSE;
* requisite approvals for the increase in the authorised share capital of Sage
Group, the specific issue and rights offer being granted by shareholders at the
general meeting;
* the JSE granting a listing for the renounceable (nil paid) letters of
allocation and for the ordinary shares to be issued pursuant to the specific
issue and rights offer;
* the registration by the Registrar of Companies of all requisite documents and
special resolutions;
* the requisite regulatory approvals having been granted; and
* the underwriting agreement entered into between Sage Group, the Consortium,
FSL and ABSA becoming unconditional in all respects.
5 CIRCULAR AND FURTHER ANNOUNCEMENT
It is expected that a circular convening the general meeting to approve the
increase in the authorised share capital, the specific issue and rights offer
will be dispatched to shareholders on or about Friday, 2 May 2003.
This announcement serves to withdraw the cautionary announcement published by
the company on Friday, 4 April 2003. Shareholders are advised that a further
announcement reflecting, inter alia, the full terms of the specific issue and
rights offer, the finalisation information and confirming the salient dates and
times of the rights offer will be published on or about Wednesday, 30 April
2003.
Johannesburg
9 April 2003
Financial adviser to Sage
JPMorgan
Attorneys to Sage
Werksmans Inc.
Sponsor to Sage
GrantThornton Kessel Feinstein
Financial adviser to ABSA
ABSA Corporate and Merchant Bank
Attorneys to Remgro Limited
Hofmeyrs
Attorneys to AVASA
Routledges
Attorneys to Mine Employees Pension Fund
Rabin, Van den Berg and Pelkowitz Inc.
