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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")
Results of general meeting
Shareholders in Sage Group ("shareholders") are referred to the announcement
published in the press on Thursday, 10 April 2003, regarding the proposed R350
million recapitalisation of Sage Group by means of a specific issue of shares
for cash (the "specific issue") to a consortium of investors represented by and
including AVASA Holdings Limited (the "AVASA Consortium") and a renounceable
rights offer (the "rights offer"), and are advised that at the general meeting
held on Thursday, 29 May 2003, the following special and ordinary resolutions
were passed by the requisite majority of shareholders and where applicable,
registered by the Registrar of Companies:
- the increase of the authorised ordinary share capital of Sage Group to R5
million divided into 500 000 000 ordinary shares with a par value of 1 cent each
("Sage Group shares"), in order to provide for a sufficient number of Sage Group
shares to implement the specific issue and the rights offer;
- the issue of 69 696 970 Sage Group shares at an issue price of R1,65 per share
to the AVASA Consortium in order to raise R115 million in terms of the specific
issue;
- the grant of an authority to the directors of Sage Group in terms of Section
221 of the Companies Act, 1973 (Act 61 of 1973), as amended (the "Act"), to
allot and issue 142 424 242 unissued Sage Group shares to those parties who
subscribe and pay for shares in terms of the rights offer and to ABSA Group
Limited, Financial Securities Limited and AVASA Holdings Limited pursuant to
their undertaking to underwrite the rights offer in terms of an agreement
concluded between them and the Company, dated 8 April 2003;
- the grant of an authority to the directors of Sage Group in terms of Section
221 of the Act to allot and issue all or any of the unissued Sage Group shares
remaining after the allotment and issue of the shares referred to above at such
time or times to such person or persons or bodies corporate upon such terms and
conditions as the directors may from time to time at their sole discretion
determine, subject to the provisions of the Act and the Listings Requirements of
the JSE Securities Exchange South Africa;
- the grant of an authority to any member of the board of directors of the
Company to sign all such documents and do all such things as may be necessary
for or incidental to the implementation of the above resolutions.
Shareholders are further advised that all of the conditions precedent to which
the specific issue and rights offer were subject have been fulfilled. The last
day to trade for purposes of determining shareholders entitled to participate in
the rights offer will be Friday, 6 June 2003, listing of and dealing in the
renounceable letters of allocation will commence on Monday, 9 June 2003 and the
record date for the rights offer will be Friday, 13 June 2003.
Dematerialised shareholders should notify their duly appointed CSDP or broker of
the action they wish to take in respect 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. Certificated shareholders will receive
a form of instruction in respect of a renounceable letter of allocation together
with the rights offer circular which will be dispatched on or about Tuesday, 17
June 2003.
Johannesburg
29 May 2003
Lead manager
JP Morgan
Attorneys
Werksman Attorneys
Corporate Sponsors
Grant Thornton Kessel Feinstein
Corporate Sponsors (Pty) Ltd
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