Sage/Momentum - Results Of The Court Hearing Held On 16 August 2005
Sage Group Limited Momentum Group Limited
(Incorporated in the Republic (Incorporated in the Republic
of South Africa) of South Africa)
(Registration number (Registration number
1970/010541/06) 1904/002186/06)
Share code: SGG ISIN number: (`Momentum`)
ZAE000006623
(`Sage`)
RESULTS OF THE COURT HEARING HELD ON 16 AUGUST 2005
Shareholders are advised that the High Court of South Africa (Witwatersrand
Local Division) (`the court`) has today sanctioned 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 Sage Group Limited
Executive Share Trust and the Sage Share Purchase Incentive Trust (`excluded
parties`)) to acquire all the shares in the issued share capital of Sage, other
than those held by the excluded parties (`scheme shares`).
Shareholders are further advised that the acquisition by BVI 976 of the scheme
shares has been approved by the Registrar of Long-term Insurance.
Outstanding Conditions Precedent
The only outstanding conditions are (i) the registration by the Registrar of
Companies of the Order of Court sanctioning the scheme; and (ii) the approval of
the scheme by the Competition Tribunal in terms of the Competition Act, 1998.
The Order of Court sanctioning the scheme will be lodged with the Registrar of
Companies for registration by not later than Friday, 19 August 2005 and it is
expected that the Registrar of Companies will register the Order of Court in due
course.
Upon fulfilment of all the conditions precedent, shareholders will be advised of
the remaining salient dates and times.
16 August 2005
Financial adviser and transaction sponsor Merchant bank to Momentum and BVI
to Sage 976
JPMorgan Rand Merchant Bank
Attorneys to Sage Attorneys to Momentum and BVI 976
Werksmans Hofmeyr, Herbstein & Gihwala
Independent adviser to the Sage Board
Grant Thornton Corporate Finance
Independent reporting accountants to Sage
KPMG
Date: 16/08/2005 04:54:04 PM
Produced by the JSE SENS Department
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