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UPDATE FOR SOFTLINE SHAREHOLDERS AND FURTHER CAUTIONARY ANNOUNCEMENT
Softline Limited
(Incorporated in the Republic of South Africa)
(Registration number 1977/002304/06)
Share Code: SFT ISIN: ZAE 000012316
("Softline" or "the company")
UPDATE FOR SOFTLINE SHAREHOLDERS
AND FURTHER CAUTIONARY ANNOUNCEMENT
1. Background
Brait Advisory Services, a division of Brait South Africa Limited, is
authorised to announce that, further to the Softline announcement of 30 May 2003
and the announcement by Nedbank Corporate ("Nedbank") on 12 June 2003, the
company has been approached by a consortium comprising Exact Holding N.V.
("Exact") and Mr Ivan Ferrer (collectively "the Dutch Consortium") who are
contemplating an offer ("the potential offer") for the shares of Softline or an
offer on a similar basis to the transaction proposed in the 30 May 2003
announcement. The Dutch Consortium also requested information in terms of Rule
16.4 of the Securities Regulation Code ("Code") of the Securities Regulation
Panel ("SRP") from the company.
2. Steps taken
In order to comply with the requirements of the Code, the company has
requested certain information from Nedbank Corporate regarding, inter alia, the
composition of the Dutch Consortium, and the proposed funding of the potential
offer.
In anticipation of receiving a satisfactory response and in order not to
delay the process, the company has commenced with the collation and registration
of documentation in one or more data rooms, to facilitate the Dutch Consortium"s
access to relevant information.
In addition, Softline is in the process of securing suitable
confidentiality undertakings from the Dutch Consortium and its advisors to
ensure that the company and its shareholders are adequately protected. The
company has stated its concern that Exact is a competitor of Softline"s
underlying businesses. This amplifies the need to ensure the confidentiality and
integrity of the disclosure process.
3. Circular and timetable
The Code provides that, where a competing offer has been announced, it is
the norm that both offerors will generally be bound by the timetable established
by the posting of the competing offer document. Therefore, the company is
awaiting an offer from the Dutch Consortium, together with a proposed timetable,
before continuing to proceed with the regulatory approval process of the
circular that would have been distributed to shareholders on 20 June 2003.
4. Independent committees
The mandate of the independent advisory committee has been extended to
advise shareholders in respect of the potential offer and any further offers
which may arise.
In addition, the board of directors of Softline ("the board") has resolved
to constitute an independent process committee of the board to ensure
impartiality in the consideration and facilitation of the offers.
5. Further cautionary announcement
Softline shareholders are advised to continue to exercise caution when
dealing in their Softline shares until a further announcement is made.
Johannesburg
13 June 2003
Corporate advisor
Brait
Legal advisor to Softline
Rabin, van den Berg & Pelkowitz Incorporated
Sponsor
Brait Sponsors (Proprietary) Limited
(Registration number 2000/031069/07)
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