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Sage Group limited
("Sage" or "the Group")
(Incorporated in the Republic of South Africa)
(Registration number 1970/010541/06)
Share code: SGG ISIN: ZAE000006623
Disposal of certain properties
1 Introduction
Sage shareholders are advised that the company and its subsidiaries ("the
Group") have concluded agreements with Growthpoint Properties Limited
("Growthpoint") and Metboard Properties Limited ("Metboard"), in terms of which
the Group will dispose of two properties situated in Hatfield Gardens and the
associated letting businesses carried on in respect thereof to Growthpoint ("the
Growthpoint transaction") and one of its Protec Park properties and the
associated letting business carried on in respect thereof to Metboard ("the
Metboard transaction"). Both the Growthpoint transaction and the Metboard
transaction (collectively "the transactions") are effective 1 April 2003.
The properties disposed of were held by Sage Life Limited ("Sage Life") and a
subsidiary in both shareholders" and policyholders" funds. The proceeds to be
received approximate the net asset values of the properties at 31 December 2002.
The Growthpoint transaction constitutes a Category 3 transaction and the
Metboard transaction constitutes a Category 4 transaction in terms of the
Listings Requirements of the JSE Securities Exchange South Africa and this
announcement is solely for the purpose of providing information to Sage
shareholders.
2 Details of the transactions
The consideration for the Growthpoint transaction is R35,9 million, to be
settled by the payment of a cash sum of R17,95 million together with the issue
of 3 234 234 linked units in Growthpoint at an issue price of R5,55 per linked
unit. These linked units will not be entitled to half of the second distribution
to be made by Growthpoint in respect of its year ending 30 June 2003.
The consideration for the Metboard transaction is R11,4 million, to be settled
by the payment of a cash sum of R5,7 million together with the issue of 2 035
714 linked units in Metboard at an issue price of R2,80 per linked unit. These
linked units will not be entitled to the second distribution to be made by
Metboard in respect of its year ended 31 March 2003.
3 Rationale for the transaction
To the extent that the considerations in respect of the transactions will be
settled in cash, Sage Life"s exposure to property holdings will be reduced
accordingly. To the extent that the considerations in respect of the
transactions will be settled by the issue of Growthpoint and Metboard linked
units, Sage Life will further diversify its property investments. The proceeds
of the transactions will be dealt with in line with Sage Life"s overall
investment strategy.
4 Conditions precedent to the transactions
The transactions are subject to the fulfillment of certain non material
suspensive conditions which are standard to property transactions.
5 Pro forma financial effects
The combined pro forma effects of the transactions on the headline earnings, net
asset value and tangible net asset value per Sage share are not material.
Johannesburg
11 April 2003
Sponsor and financial advisor to Sage
Grant Thornton Kessel Feinstein
Corporate Sponsors (Proprietary) Limited
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