Softline shareholders vote to accept Sage offer

[23 September 2003]

At a shareholders meeting in Johannesburg today the majority of Softline shareholders voted to accept the offer of R2.00 per share tabled by the Sage Group plc, a FTSE 100 accounting and business management software company. The R 2.00 cash offer places a value of R785 million on Softline.

The transaction will be concluded upon fulfillment of the suspensive conditions including receipt of regulatory approval from the Reserve Bank and the Competition Commission. Subsequent to approval, funds will be transferred to shareholders and the following day Softline will de-list from the Johannesburg Securities Exchange.

Paul Walker, the Sage chief executive officer said "There is a natural fit between the two companies and this acquisition is in line with Sage's strategy of acquiring locally developed and locally supported market leading software brands in attractive new markets".

Softline is a leading provider of accounting, payroll and taxation software and related services to small and medium sized businesses in South Africa and Australia . Sage is a leading supplier in the same markets in Europe and North America where it provides business management software and related products and services to more than 3 million small-and medium-sized businesses.

"Softline affords Sage the opportunity to extend our geographical presence into the Southern hemisphere by gaining an immediate, established position in our core areas of focus," added Paul Walker.

Walker said Sage would work closely with Softline's existing management team which included co-founders Ivan Epstein, chief executive officer, Steven Cohen, chief operating officer and Alan Osrin, the managing director of Softline subsidiary HandiSoft Australia .

He continued: "it is important that Sage retains the local knowledge and expertise that was responsible for establishing Softline as a leading software company in the Southern hemisphere. By doing so, the company will continue to go from strength to strength."

Ivan Epstein, Softline's CEO, commented "Sage has recognised that Softline is a globally competitive company. It can provide Sage with a strong market position, leading product brands, and access to a sizeable customer and reseller base in the Southern hemisphere, which mirrors Sage's position in the northern hemisphere."

"Operating in a competitive global market demands an increased investment in research and development, as well as sales and marketing. By leveraging best practices in both organizations, these areas will be considerably strengthened."

"Softline was founded in 1988 and has established a leading position locally and in Australia . It's a great endorsement that Softline has ultimately caught the attention of the world's largest provider of business management software to the SME community," he concluded.

Ends

About Sage Group plc

Formed in 1981, Sage was floated on the London Stock Exchange in 1989 and the Group now employs over 5,500 people worldwide. For the 12 months ended 30 September 2002 Sage posted turnover of £ 551,7 million (R 6,5 billion) and pre-tax profit of £ 135,2 million (R1,6 billion). Sage has market capitalisation of GBP2.2 billion ? approximately R26.2 billion

About Softline

Softline is a developer of accounting, payroll and tax software applications for small and mid-sized businesses. Softline has a well-established market position in South Africa (SA), Australia , the USA and Canada . More than 340,000 businesses, encompassing approximately 5.5 million individual users, utilise its applications. Research and development is core to Softline's business ensuring that Softline is able to further its position in an increasingly competitive global software environment. For more information about Softline and its operations visit http://www.softline.co.za.

Further Information

Softline

Lara Jawitz

Director Group Investor Relations

Softline Holdings

Tel: +27 11 292 8200

082 820 5522

Sage

Beachhead Media & Investor Relations (Pty) ltd

Switchboard (021) 469 9000

Bruce Hetherington

082 458 2199

Ravin Maharaj

083 447 5158

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