| Wed 25 Jun 2003, 18:10 | | Softline Limited - Potential offer by The Sage Gro |
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Softline Limited - Potential offer by The Sage Group plc, disclosure of
information 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")
Potential offer by The Sage Group plc, disclosure of information and further
cautionary announcement
1. Further potential offer
1.1 Brait Advisory Services, a division of Brait South Africa Limited is
authorised to announce that The Sage Group plc ("Sage plc") submitted a letter
to the Board of Directors of Softline today, Wednesday, 25 June 2003, to the
effect that Sage plc is considering making an offer to the shareholders of
Softline to acquire their shares in Softline for no less than 180 cents per
share or to acquire the entire, or substantially the entire, business
undertaking of Softline for a similar consideration, subject to the outcome of a
satisfactory due diligence. The form of the offer would depend on the results of
a due diligence review.
1.2 Sage plc is a leading international supplier of accounting and business
management software solutions and related products for small to medium sized
enterprises. Formed in 1981, Sage plc was floated on the London Stock Exchange
in 1989 and is a member of the FTSE 100 Index.
2. Disclosure of information
2.1 Rule 16.4 of the Securities Regulation Code on Takeovers and Mergers
("the Code") of the Securities Regulation Panel ("SRP") provides that any
information given to a potential offeror ("relevant information") must, on
request, also be furnished equally and as promptly to another bona fide
potential offeror.
2.2 On 13 June 2003, Softline informed shareholders that -
2.2.1 It had requested certain information regarding, amongst other
things, the composition of a consortium consisting of Exact Holding N.V. and Mr
Ivan Ferrer (collectively referred to as "the Dutch Consortium") and the
proposed funding of the potential offer; and
2.2.2 In anticipation of a satisfactory response, it had commenced with
the preparation of data rooms to facilitate the Dutch Consortium"s request to
access relevant information and was in the process of securing suitable
confidentiality undertakings to ensure that the company and its shareholders are
adequately protected.
2.3 On 19 June 2003, Softline advised the Dutch Consortium that, in light of
the information provided by the Dutch Consortium on 18 June 2003, it was
satisfied that the Dutch Consortium was a bona fide potential offeror as
envisaged in the Code, and also informed the Dutch Consortium as to which of the
information requested by it, and which was made available to the financiers (and
their advisors) to the Management Consortium, was available with effect from 20
June 2003 and which information would be made available in the course of the
week ending 27 June 2003.
2.4 As anticipated in its announcement of 13 June 2003, and in the light of
its concern that Exact Holding N.V. is a competitor of Softline, Softline also
stated that certain highly sensitive information would either not be disclosed
at all or would be disclosed only to the independent advisors of the Dutch
Consortium.
2.5 In light of objections raised by the Dutch Consortium to the restrictions
placed by Softline on the information to be provided, Softline proposed an
interim arrangement allowing for the immediate disclosure of all but the most
sensitive information, pending the resolution of the Dutch Consortium"s
objections. This was also not accepted by the Dutch Consortium despite the
efforts made by the independent process committee and the company"s advisors to
accommodate their requirements.
2.6 In the interim, on 20 June 2003 the executive director of the SRP
advised, inter alia, that, in terms of the Code, Softline may not categorise the
relevant information and prescribe different disclosure terms and conditions for
different categories of information. The independent process committee has
considered this ruling and has today made further representations that may give
rise to an appeal against this decision to the Executive Committee of the SRP.
Furthermore, the independent process committee has, today, tendered to the Dutch
Consortium the disclosure of all information to which it may be entitled in
terms of the Code, subject to confidentiality undertakings including, in
relation only to the most competitively sensitive information, to a requirement
that same be accessible only to the Dutch Consortium"s Independent advisors.
2.7 As this matter progresses, shareholders will be advised accordingly.
2.8 Sage plc, on confirmation as a bona fide potential offeror by the
independent process committee, will be afforded access to certain company
information, as required by the Code.
3. Further cautionary announcement
Shareholders are advised to continue to exercise caution when dealing in
their Softline shares on the JSE Securities Exchange South Africa until a
further announcement is made.
Johannesburg
25 June 2003
Corporate advisor
Brait
Legal advisor to Softline
Read Hope Phillips Attorneys
Sponsor
Brait Sponsors (Proprietary) Limited
(Registration number 2000/031069/07)
Date: 25/06/2003 05:59:38 PM Supplied by www.sharenet.co.za
Produced by the JSE SENS Department
