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Sage Group Limited / Momentum Group Limited - Announcement Regarding The
Fulfilment Of The Conditions Precedent And Remaining Salient Dates
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`)
ANNOUNCEMENT REGARDING THE FULFILMENT OF THE CONDITIONS PRECEDENT AND REMAINING
SALIENT DATES
Shareholders of Sage (`shareholders`) are referred to the announcement published
on SENS on 16 August 2005.
Shareholders are advised that:
- the Competition Tribunal yesterday approved the acquisition by Business
Venture Investments No 976 (Proprietary) Limited, a wholly owned subsidiary of
Momentum, of all the shares in the issued share capital of Sage, other than
those held by the excluded parties, subject to conditions which have been
accepted by Sage and Momentum;
- the Order of Court sanctioning the scheme has been duly registered with the
Registrar of Companies,
- and that accordingly all the conditions precedent to the implementation of
the scheme have been fulfilled.
Remaining Salient dates in regard to the implementation of the scheme are set
out below-
2005
Last day to trade in Sage shares on the JSE Friday, 2 September
Limited (`JSE`) in order to be recorded on
the register on the consideration record
date on
Suspension of listing of Sage shares on the Monday, 5 September
JSE at the commencement of trade on the JSE
on
Date on which shareholders, other than the Friday, 9 September
excluded parties, must be recorded as such
in the register to receive the initial
payment of 142 cents per Sage share
(`initial payment`) and possible subsequent
payment(s) of up to approximately 33 cents
per Sage share (`subsequent payment(s)`)
(`consideration record date`) by 17:00 on
Operative date of the scheme at the Monday, 12 September
commencement of trading on the JSE on
Initial payment expected to be transferred
electronically or posted to certificated
shareholders, who were recorded in the Monday, 12 September
register as such on the consideration record
date (if documents of title are received on
or prior to the operative date of the
scheme) on
Shareholders registered as such on the Monday, 12 September
consideration record date who hold
dematerialised shares to have their
accounts, held at their Central Securities
Depository Participant or broker, credited
and updated with the initial payment on
Termination of listing of Sage`s shares on Tuesday, 13 September
the JSE at the commencment of trade on the
JSE on
Notes:
1. No dematerialisation or rematerialisation of Sage shares may take place
after Friday, 2 September 2005.
2. Certificated scheme participants who have not surrendered their documents
of title on or before Friday, 9 September 2005 will have the scheme
consideration posted within five business days of receipt of their document(s)
of title by the transfer secretaries.
Shareholders are advised that the tax matters as described in the Circular to
Shareholders dated 8 July 2005 are still being considered by the South African
Revenue Service. Shareholders will be notified as and when the tax matters are
finalised, including details of the potential subsequent payment(s).
25 August 2005
Financial adviser and transaction Merchant bank to Momentum and BVI 976
sponsor to Sage Rand Merchant Bank
JPMorgan
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: 25/08/2005 11:34:01 AM
Produced by the JSE SENS Department
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