| Wed 7 May 2003, 9:28 | | Sage Group - Renounceable Rights Offer Terms |
|
Sage Group Limited
(Incorporated in the Republic of South Africa)
(Registration number 1970/010541/06)
Share code: SGG
ISIN: ZAE000006623
"Sage Group"
Renounceable rights offer of 142 424 242 new ordinary shares of 1 cent each in
Sage Group at R1,65 per share
1 Terms of the renounceable rights offer
Further to the announcement published on Thursday 10 April 2003, shareholders
in Sage Group ("shareholders") are advised that Sage Group will undertake a
renounceable rights offer of 142 424 242 new ordinary shares of 1 cent each (the
"rights shares") at R1,65 per rights share to shareholders recorded in the
register by 17h00 on Friday, 13 June 2003 (the "record date"), in the ratio of 1
rights share for every 1,10192 shares held in Sage Group ("Sage shares") on the
record date ("the rights offer").
Shareholders are advised further that application has been made to the JSE
Securities Exchange South Africa ("JSE") for a listing of:
* the renounceable (nil paid) letters of allocation to be issued in
dematerialised form pursuant to the rights offer ("letters of allocation"); and
* the 142 424 242 rights shares to be issued in terms of the rights offer.
The rights offer documentation will be lodged for registration with the
Registrar of Companies.
2 Issue of letters of allocation in dematerialised form
Sage Group will issue all letters of allocation in dematerialised form and the
electronic record in respect of certificated shareholders will be maintained by
Computershare Nominees (Proprietary) Limited. This will make it possible for
certificated shareholders to enjoy the same rights and opportunities as those
shareholders who have already dematerialised their Sage shares. Sage Group will
issue each certificated shareholder with a form of instruction in respect of a
letter of allocation reflecting the number of rights shares allocated to them.
By completing the relevant form of instruction, certificated shareholders will
be able to indicate whether or not all or part of the rights to the rights
shares should be sold, renounced or taken up and whether or not the certificated
shareholder wishes to apply for additional rights shares. The form of
instruction will be sent to certificated shareholders together with the circular
in respect of the rights offer.
Dematerialised shareholders will have the number of rights shares allocated to
them automatically debited to their custody account by their appointed Central
Securities Depository Participant ("CSDP") or broker in electronic form. The
CSDP or broker will advise these shareholders of the procedure they need to
follow for the sale, renunciation or taking-up of their rights shares and for
the application for additional rights shares.
3 The salient dates and times of the rights offer
Last day to trade for purposes of
determining the ordinary share-
holders of Sage Group entitled to
participate in the rights offer, on Friday, 6 June 2003
Ordinary shares trade ex-rights on the JSE on Monday, 9 June 2003
Listing of and dealing in the letters of
allocation commences on the JSE on Monday, 9 June 2003
Record date for purposes of determining
the ordinary shareholders of Sage Group
entitled to participate in the
rights offer at, 17h00 on Friday, 13 June 2003
Rights offer opens at 09h00 on Tuesday, 17 June 2003
Subject to the arrangements relating to certain foreign jurisdictions,
dematerialised shareholders will have their Sage Group custody accounts at their
CSDP or broker automatically credited with their entitlement on Tuesday, 17 June
2003
Subject to the arrangements relating to
certain foreign jurisdictions, certificated
shareholders will have their entitlement
credited to a Sage Group custody account at
Computershare Nominees
(Proprietary) Limited on Tuesday, 17 June 2003
Subject to the arrangements relating to certain foreign jurisdictions, a form of
instruction in respect of a letter of allocation and a circular giving full
details of the rights offer will be posted to certificated shareholders of Sage
Group recorded in the register on the record date (only the circular will be
posted to dematerialised shareholders recorded in the register and sub-register
and to those beneficial shareholders who have indicated that they wish
to receive circulars) on Tuesday, 17 June 2003
Last day to trade in the letters
of allocation on the JSE in order
to be settled by Friday 4 July 2003, on Friday, 27 June 2003
Listing of rights shares commences
on the JSE on Monday, 30 June 2003
Rights offer closes at 14h30 - payment to
be made in respect of certificated
shareholders by 14h30 on Friday, 4 July 2003 -
see notes 3 and 4 below.
Record date for the letters of allocation on Friday, 4 July 2003
Entitlements in respect of the rights offer available. Dematerialised
shareholders will have their Sage Group custody accounts updated and debited at
their CSDP or broker and (where requested) certificates posted to certificated
shareholders on Monday, 7 July 2003
Results of the rights offer published
on SENS on Monday, 7 July 2003
Results of the rights offer published
in the press on Tuesday, 8 July 2003
Notes:
1. The above dates and times are subject to change. Any such change will be
announced in the press and on SENS.
2. Share certificates may not be dematerialised or rematerialised between
Monday, 9 June 2003 and Friday 13 June 2003, both days inclusive.
3. CSDP"s effect payment on a delivery versus payment method in respect of
dematerialised shareholders.
4. Dematerialised shareholders are required to notify their duly appointed
CSDP or broker of their acceptance of the rights offer in the manner and time
stipulated in the agreement governing the relationship between such shareholders
and their CSDP"s or brokers.
4 Posting and inspection of documents
Forms of instruction and the circular giving full details of the rights offer
(the "rights offer documentation") will be posted to certificated ordinary
shareholders on Tuesday, 17 June 2003, subject to the arrange
ments relating to certain foreign jurisdictions. The circular will be posted
only to dematerialised shareholders recorded in the register and sub-register on
the record date and to those beneficial shareholders who have indicated that
they wish to receive circulars.
Subject to the arrangements relating to certain foreign jurisdictions,
dematerialised shareholders" CSDP accounts will be credited on Tuesday, 17 June
2003.
English copies of the circular may be inspected from Friday, 6 June 2003 until
Friday, 4 July 2003 during normal business hours (Saturdays, Sundays and public
holidays excluded) at the following addresses:
* Sage Group"s Head Office, 11th Floor Sage Centre, 10 Fraser Street,
Johannesburg, 2001;
* Computershare Investor Services Limited, Ground Floor, 70 Marshall Street,
Johannesburg, 2001;
* Werksmans Incorporated, 155-5 Street, Sandown, Sandton, 2196; and
* Grant Thornton Kessel Feinstein Corporate Sponsors (Proprietary) Limited, 137
Daisy Street, corner Grayston Drive, Sandown, 2196.
5 Foreign jurisdictions
The distribution of the rights offer documentation and/or the transfer of the
rights to subscribe for the rights shares and/or the transfer of the rights
shares in jurisdictions other than the Republic of South Africa (including,
without limitation, in the United States, the United Kingdom, Canada, Australia
and Japan) may be restricted by law and failure to comply with the requirements
of any of those restrictions may constitute a violation of the securities law of
such jurisdictions.
Any holder of Sage shares who is a resident, citizen or national of a
jurisdiction other than South Africa or which is a corporation, partnership or
other entity created or organised under the laws of any such jurisdiction should
inform themselves about and observe any applicable legal requirement in such
jurisdiction.
Johannesburg
7 May 2003
Lead manager
JP Morgan
Attorneys to Sage
Werksman Attorneys
Independent reporting accountants
Grant Thornton Kessel Feinstein
Chartered Accountants (SA)
Accountants, Auditors and Business Advisers
Corporate Sponsors
Grant Thornton Kessel Feinstein
Corporate Sponsors (Pty) Ltd
