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TO THE SHAREHOLDERS OF SOFTLINE LIMITED ("SOFTLINE")OF THE
SUBMISSION OF A POTENTIAL OFFER FOR THE SHARES OF SOFTLINE
1.) INTRODUCTION
Shareholders are referred to the announcement published by Softline on 30 May
2003 containing the firm intention of a consortium including certain directors
of Softline, their funders and other parties ("the Management Consortium")to
acquire the entire undertaking of Softline, excluding certain cash balances, for
a net distribution to shareholders of 130 cents per share ("the Management
Offer").
2.) THE POTENTIAL OFFER
2.1) Nedbank Corporate is authorised to announce that a consortium, consisting
of Exact Holding N.V. and Mr Ivan Ferrer,("the Consortium") today submitted to
the Chairman of Softline a letter to the effect that the Consortium is
contemplating making an offer to the shareholders of Softline to acquire their
shares in Softline for a consideration of approximately 145 cents per share,
subject to the satisfactory outcome of a review of information referred to in
2.3) below ("the Letter").
2.2) Rule 16.4 of the Securities Regulation Code ("the Code") requires that any
information given to a preferred offeror or potential offeror (but usually only
where there has been a public announcement of the existence of the preferred
potential offeror) shall on request be furnished equally and as promptly to a
less welcome but bona fide offeror or potential offeror.
2.3) The letter submitted to the Chairman of Softline contained a request for
information in terms of Rule 16.4 of the Code
2.4) Should any information arising out of the review described in 2.1) above
suggest that an offer should be structured otherwise than as described in 2.1)
then the Consortium reserves the right to make an offer on a basis similar to
that of the Management Offer, where the Consortium would acquire the entire
undertaking of Softline for a consideration such that shareholders will receive
a net distribution of approximately 145 cents per share.
2.5) Should the Consortium receive the information requested in the Letter
promptly, it is anticipated that the review will take no longer than 2 weeks.
It is thus anticipated that the Consortium will make an offer, should its review
of information prove satisfactory, that will be announced to shareholders prior
to the general meeting relating to the Management Offer as indicated in
Softline"s announcement of 30 May 2003.
3) FURTHER ANNOUNCEMENTS
The Consortium expects that the board of directors of Softline will make an
announcement to the shareholders of Softline in due course, detailing the
response of the board to the Consortium"s approach, as well as the further
actions required by the shareholders of Softline.
Johannesburg
12 June 2003
Investment bank
Nedbank Corporate
Attorneys
Werksmans
INFORMATION ON EXACT HOLDING N.V.
Exact Holding N.V. ("Exact")(EXCT:NA), established in 1984 and listed on the
Euronext Amsterdam Stock Exchange in June 1999, is a leading manufacturer of
software for accounting, human resources management, customer relationship
management, e-business and enterprise resource planning. Exact has developed
into one of the world"s premier providers of business software solutions to
medium-sized organizations with Exact software now used in 126 countries and
available in 26 languages. Further information can be obtained from
www.exactsoftware.com or contact Lucas Brentjens on +31 15 261 3714.
4) INFORMATION ON MR. IVAN FERRER
Mr Ivan Ferrer (51) founded Pastel Software ("Pastel") in 1987 and built the
company into one of South Africa"s most successful software companies,
dominating the SME accounting software market in the country. In addition
Pastel"s products were sold in 36 countries and translated into 9 languages.
Pastel was acquired by Softline in 1999. Ivan is a minority shareholder in
Softline. For further information contact Ivan Ferrer on +27 (0) 83 602 6126.
Date: 12/06/2003 08:18:29 AM Supplied by www.sharenet.co.za
Produced by the JSE SENS Department
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