Sage/Momentum - Results Of The Scheme Meeting
Sage Group Limited
(Incorporated in the Republic of South Africa)
(Registration no.: 1970/010541/06)
JSE share code: SGG
ISDN: ZAE000006623
(`Sage`)
Momentum Group Limited
(Incorporated in the Republic of South Africa)
(Registration no.: 1904/002186/06)
(`Momentum`)
RESULTS OF THE SCHEME MEETING
Introduction
Shareholders are advised that at the scheme meeting held on Tuesday, 2 August
2005, scheme members representing 98.50% of the total number of votes exercised
by the scheme members present and voting either in person or by proxy approved
the scheme of arrangement (`the scheme`) proposed by Business Venture
Investments No. 976 (Proprietary) Limited (`BVI 976`), a wholly owned subsidiary
of Momentum, between Sage and its shareholders (other than the trustees for the
time being of the Sage Group Limited Executive Share Trust and the trustees for
the time being of the Sage Share Purchase Incentive Trust) (`excluded parties`),
in terms of which BVI 976 will acquire all the shares in the issued share
capital of Sage, other than those held by the excluded parties, (`scheme
shares`).
Outstanding conditions precedent
Shareholders are reminded that the scheme is still subject to the fulfilment of
the following conditions precedent:
the acquisition by BVI 976 of the scheme shares being approved by the Registrar
of Long-term Insurance;
the sanctioning of the scheme by the High Court of South Africa (Witwatersrand
Local Division) (`the Court`);
the Order of the Court sanctioning the scheme being registered by the Registrar
of Companies; and
the acquisition by BVI 976 of the scheme shares being approved by the
Competition Authorities in terms of the Competition Act, No. 89 of 1998,
by no later than 17:00 on Monday, 31 October 2005.
Further Announcement
A further announcement regarding the salient dates and times will be made by
Thursday, 18 August 2005.
Johannesburg
2 August 2005
Financial advisor to Sage Merchant Bank to Momentum
JPMorgan Chase N.A., Johannesburg branch Rand Merchant Bank
Attorneys to Sage Attorneys to Momentum
Werksmans Inc. Hofmeyr Herbstein & Gihwala Inc.
Reporting Accountants
KPMG Inc.
Independent Advisor to the Sage board
Grant Thornton Corporate Finance (Proprietary) Limited
Transaction Sponsor to Sage
JPMorgan Equities Limited
Date: 02/08/2005 05:54:47 PM
Produced by the JSE SENS Department
Profile Group (Pty) Ltd. has taken care in preparing all information on this website, but does not accept any liability for errors or out-of-date information.
