Offer for Softline Limited

1 August 2003 Sage announces offer for South African business management software vendor Softline The Sage Group plc ('Sage') announces an offer to acquire the business and assets of Softline Limited ('Softline'), which is listed on the JSE Securities Exchange South Africa ('JSE'), for an equity value of £66.0m,to be financed using Sage's existing debt facilities. Softline has net cash of £11.1m as at 31 March 2003, giving an enterprise value of £54.9m. This announcement follows a previous announcement, on 25June 2003, stating that Sage was considering making an offer. The offer will be considered by Softline's independent process committee, and is also conditional upon finalising acquisition agreements, Softline shareholders' approval and regulatory clearances. The offer values Softline at the equivalent of R2.00 per share, a premium of 6.4% to the closing share price on 31 July 2003, and a premium of 26.6% to the closing share price on 24 June 2003, before Sage's initial announcement. Softline is a leading provider of business management software in South Africa and Australia. The proposed acquisition of the Softline business is consistent with the Sage strategy of expanding geographically into attractive markets. Softline's revenue for the year ended 31 March 2003 was £53.5m, with an operating profit of £7.3m. Softline has net assets of £44.2m. Simultaneous with this announcement, Softline has issued an announcement of the salient terms of the offer in accordance with South African regulations. Further information on the progress of the offer will be announced as appropriate. All financial information calculated on the basis of £1 = ZAR 11.9 Enquiries: The Sage Group plc 0191 255 3000 Financial Dynamics 020 7831 3113 Paul Walker, Chief Executive Giles Sanderson Paul Harrison, Finance Director Harriet Keen Phil Branston, Investor Relations Caroline Ledosquet Notes to editors: The Sage Group plc is a leading international supplier of accounting and business management software solutions and related products and services for small to medium-sized enterprises. Formed in 1981, Sage was floated on the London Stock Exchange in 1989 and the Group now employs over 5,500 people worldwide.

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