| Fri 8 Jul 2005, 8:59 | | Sage/ Momentum - Salient dates and times announcem |
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Sage/ Momentum - Salient dates and times announcement
Sage Group Limited
(Incorporated in the Republic of South Africa)
(Registration number 1970/010541/06)
Share code: SGG & ISIN number: ZAE000006623
(`Sage`)
Momentum Group Limited
(Incorporated in the Republic of South Africa)
(Registration number 1904/002186/06)
(`Momentum`)
SALIENT DATES AND TIMES ANNOUNCEMENT
Introduction
Sage shareholders (`Shareholders`) are referred to the announcement published on
SENS on 20 May 2005
Scheme Meeting
Shareholders are advised that the High Court of South Africa has granted Sage
leave to convene a scheme meeting (`the Scheme Meeting`), to be held at 12:00 on
Tuesday, 2 August 2005 at Sage`s premises situated at 12th Floor, Sage Centre,
10 Fraser Street, Johannesburg, 2001.
Important dates and times
This announcement sets out below the expected salient dates and times in
relation to the Scheme.
2005
Scheme circular posted to shareholders on Friday, 8 July
Last day to trade in Sage shares on the JSE Limited Thursday, 21 July
(`JSE`) in order to be recorded on the register to vote at
the Scheme Meeting, by the close of trade on the JSE
(refer Note 2 below) on
Record date to vote at the Scheme meeting on Thursday, 28 July
Last day to lodge form of proxy for the Scheme Meeting Friday, 29 July
(for use by certificated and ownname dematerialised
shareholders) by 12:00 on
Scheme meeting to be held at 12:00 on Tuesday, 2 August
Results of the Scheme Meeting released on SENS on Tuesday, 2 August
Results of Scheme Meeting published in the South African Wednesday, 3 August
press on
Court hearing to sanction the Scheme expected at 10:00 (or Tuesday, 16 August
as soon thereafter as counsel may be heard) on
If the Scheme is sanctioned and implemented:
Order of Court sanctioning the Scheme registered by the Thursday, 18 August
Registrar of Companies on or about
Confirmation of fulfilment of conditions precedent Thursday, 18 August
anticipated to be released on SENS on
Confirmation of fulfilment of conditions precedent Friday, 19 August
anticipated to be published in the South African press on
Expected last day to trade in Sage shares on the JSE in Friday, 19 August
order to be recorded on the register on the consideration
record date on
Expected suspension of listing of Sage shares on the JSE Monday, 22 August
at the commencement of trade on the JSE on
Expected consideration record date for the Scheme on which Friday, 26 August
shareholders must be recorded as such in the register to
receive the initial payment and possible subsequent
payment(s) by 17:00 on
Expected operative date of the Scheme at the commencement Monday, 29 August
of trading on the JSE on
Initial payment expected to be transferred electronically Monday, 29 August
or posted to certificated scheme participants (if
documents of title are received on or prior to the
operative date) on or about
or, failing receipt of documents of title on or before the
operative date, within five business days of receipt
thereof by the transfer secretaries.
Dematerialised scheme participants expected to have their Monday, 29 August
accounts held at their Central Securities Depository
Participant (`CSDP`) or broker credited and updated with
the initial payment on
Expected termination of listing of Sage`s shares on the Tuesday, 30 August
JSE at the commencement of trade on the JSE on
Notes:
The above dates and times are subject to change. Any variation of the above
dates and times, as may be approved by the Securities Regulation Panel, the JSE
and/or the High Court of South Africa will be released on SENS and published in
the South African press.
Shareholders should note that, as trade in Sage shares on the JSE is settled
through STRATE, settlement for trade takes place 5 (five) business days after
such trade. Therefore, shareholders who acquire Sage shares on the JSE after
Thursday, 21 July 2005 will not be eligible to vote at the Scheme Meeting.
Dematerialised scheme members, other than ownname dematerialised scheme members,
must provide their CSDP or broker with their instructions for voting at the
Scheme Meeting by the cutoff time and date advised by the CSDP or broker for
instructions of this nature.
No dematerialisation or rematerialisation of Sage shares may take place after
Friday, 19 August 2005.
Forms of proxy for the Scheme meeting may also be handed to the chairman of the
Scheme Meeting by not later than ten minutes before the commencement of the
Scheme Meeting.
8 July 2005
Financial adviser and transaction sponsor to Sage
JPMorgan
Attorneys to Sage
Werksmans
Independent adviser to the Sage Board
Grant Thornton Corporate Finance
Independent reporting accountants to Sage
KPMG
Merchant bank to Momentum and BVI 976
Rand Merchant Bank
Attorneys to Momentum and BVI 976
Hofmeyr, Herbstein & Gihwala
Date: 08/07/2005 08:59:03 AM
Produced by the JSE SENS Department
