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Softline Limited - The Firm Offer From The Sage Group Plc (sage)
Release Date: 08/08/2003 11:50:22 Code(s): SFT
Softline Limited - The Firm Offer From The Sage Group Plc ("SAGE")
Softline Limited
(Incorporated in the Republic of South Africa)
(Registration number 1977/002304/06)
Share code: SFT ISIN: ZAE000012316
("Softline" or "the company")
THE FIRM OFFER FROM THE SAGE GROUP PLC ("SAGE")
("SAGE FIRM OFFER") AND FURTHER CAUTIONARY ANNOUNCEMENT
Further to the Sage firm offer and further cautionary announcement dated 1
August 2003, Brait Corporate Finance, a division of Brait South Africa Limited
("Brait") is authorised to announce that:
1.1 the Securities Regulation Panel ("SRP") has confirmed its view that the non-
executive directors of the Softline board, being Messrs G B Rubenstein, C S dos
Santos, E Ellerine, S R Maharaj, M A Golding and J A Copelyn or their
alternates, are not conflicted and may participate in the deliberations of the
Softline board regarding the Sage firm offer and any potential third-party offer
in respect of the company and/or its undertaking, accordingly, the services of
Messrs A Shapiro and L Vroom will no longer be required in this regard;
1.2 the consortium consisting of Exact Holding N.V. and Mr Ivan Ferrer ("the
Exact/Ferrer Consortium") has concluded the review of the information to which
it is entitled in terms of the Securities Regulation Code on Takeovers and
Mergers, which included interviews with such relevant management of Softline as
it had requested;
1.3 despite requests by Softline to commit to a firm offer by 08:30 on Thursday,
7 August 2003, the Exact/Ferrer Consortium has not yet committed to a firm
offer;
1.4 the non-executive directors of the Softline board met on Thursday, 7 August
2003, to consider the offers before them, and have resolved:
* that in the circumstances, it is in the best interests of the company and its
shareholders to dispose of its undertaking on the most favourable terms
possible;
* to accept the Sage firm offer, being the highest offer before Softline, and
recommend that shareholders seriously consider voting in favour of it, subject
to certain terms and conditions as published in the 1 August 2003 announcement,
including:
- the passing by shareholders and, if applicable, the registration of
all resolutions required to approve and implement the Sage firm offer
in accordance with the requirements of the Companies Act, Act 61 of
1973, as amended;
- the entitlement of Softline to withdraw any acceptance of the Sage
firm offer or any agreement resulting from the Sage firm offer,
without penalty, in the event that a higher offer is received; and
- the completion or finalisation of the necessary disposal agreements.
In reaching this decision, the non-executive directors of the Softline board
took account of the advice received from KPMG, in its capacity as independent
advisor to the minority shareholders, that the proposed terms of the Sage firm
offer, while reasonable (at a material premium to the average traded share price
prior to the issue of the first cautionary announcement), may however not be
fair to a long-term investor. This is due to the fact that the consideration
outlined in the Sage firm offer falls below (but not materially below) the value
which the non-executive directors of the Softline board understand to be KPMG"s
minimum fundamental value of the Softline group based on its independent
valuation of the company (which valuation has been updated, in light of recent
developments, since its opinion was contained in the 30 May 2003 announcement).
Further cautionary announcement
Softline 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
8 August 2003
Corporate advisor
BRAIT
Legal advisor
Read Hope Phillips ATTORNEYS
Sponsor
Brait Sponsors (Proprietary) Limited
(Registration number 2000/031069/07)
Auditors and reporting accountants
Charles Orbach & Company
Chartered Accountants (SA) Registered Accountants & Auditors
Independent advisor to minorities
KPMG
