| Fri 1 Aug 2003, 17:34 | | FIRM OFFER FROM SAGE AND FURTHER CAUTIONARY ANNOUN |
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Softline -
Softline Limited
(Incorporated in the Republic of South Africa)
(Registration number 1977/002304/06)
Share code: SFT ISIN: ZAE 000012316
("Softline" or "the company")
FIRM OFFER FROM SAGE AND FURTHER CAUTIONARY ANNOUNCEMENT
1. Firm offer
1.1 Introduction
Further to the announcement of 25 June 2003, Brait Corporate Finance, a
division of Brait South Africa Limited ("Brait"), is authorised to announce that
The Sage Group plc ("Sage") submitted a firm offer to the independent process
committee of the board of directors of Softline ("Independent Process
Committee") today, Friday, 1 August 2003, which, if accepted and subject to the
fulfilment of certain suspensive conditions (see paragraph 2 below), will result
in Sage acquiring, in terms of section 228 of the Companies Act, Act 61 of 1973,
as amended ("the Act"), the entire undertaking of Softline ("the firm offer").
1.2 Proposed purchase price
The proposed purchase price for the firm offer is such amount as will
result in a distribution to Softline shareholders of R2,00 per Softline ordinary
share, equating to a total aggregate purchase price of R784 829 146.
The Securities Regulation Panel ("SRP") has received confirmation from
Deutsche Securities (SA) (Pty) Ltd that Sage has sufficient resources to satisfy
the total aggregate purchase price.
1.3 Sage"s holding of Softline shares
Sage has advised Brait that neither it nor any party acting in concert
with it holds any shares in Softline.
2. SUSPENSIVE CONDITIONS
The firm offer is subject to and conditional upon the fulfilment or waiver of
the following suspensive conditions:
* the approval of the board of directors of Softline;
* the issuance by the relevant authorities established pursuant to sections
19, 26 and 36 of the Competition Act, Act No. 89 of 1998, as amended, of an
unconditional clearance certificate or conditional clearance certificate which
conditions are accepted by Softline and Sage;
* to the extent necessary in law, the approval of the firm offer by all
relevant international regulatory authorities, either unconditionally or subject
to such conditions as are accepted by Softline and Sage;
* the approval of the Exchange Control Department of the South African
Reserve Bank if required;
* to the extent required by law, the firm offer being unconditionally
approved by the JSE Securities Exchange South Africa ("the JSE"), the SRP and
any other regulatory body in South Africa; and
* the passing by shareholders and, if applicable, the registration of all
resolutions required to approve and implement the firm offer in accordance with
the requirements of the Act.
In addition, the offer is subject to the approval and the agreement by the
Softline board and the completion or finalisation of the necessary disposal
agreements. Sage also acknowledges that Softline will be entitled, but not
obliged, to withdraw any acceptance of the firm offer or any agreement resulting
from the firm offer, without penalty, in the event that a higher offer is
received.
3. OPINIONS
The Independent Process Committee will review the firm offer of Sage and make
a recommendation to the board of directors of Softline in due course. In turn,
the board of directors of Softline will make a recommendation to shareholders.
4. THE CONSORTIUM CONSISTING OF EXACT HOLDING N.V. AND MR IVAN FERRER ("The
Dutch Consortium")
In light of the firm offer by Sage, the Independent Process Committee will
continue in its efforts to procure promptly a competitive formal offer by the
Dutch Consortium.
5. IMPORTANT DATES AND TIMES AND FURTHER CAUTIONARY ANNOUNCEMENT
Softline shareholders are advised that the important dates and times
contained in the announcement of 30 May 2003 are no longer applicable. They are
advised to continue to exercise caution when dealing in their Softline shares on
the JSE until a further announcement is made.
Johannesburg
1 August 2003
Corporate advisor to Softline
Brait
Legal advisor to Softline
Read Hope Phillips
Sponsor to Softline
Brait Sponsors (Proprietary) Limited
Corporate advisor to Sage
Deutsche Securities
Member of the Deutsche Bank Group
&
Deutsche Bank
Attorneys to Sage
Bowman Gilfillan
Date: 01/08/2003 05:30:20 PM Supplied by www.sharenet.co.za
Produced by the JSE SENS Department
