Strathmore announces CommSoft entitlement

Strathmore announces CommSoft entitlement for its shareholders and clarifies terms of Buy Back

 Shareholders to receive preferential entitlement to CommSoft shares
 NZFM offers to buy shareholders’ entitlement
 Buy back offer to be 1 listed CommSoft share for every 4.25 Strathmore shares purchased

AUCKLAND – 8 August 2000 –Strathmore Group Limited (NZSE: SMR) has offered to buy back 15% of its shares in a deal that would see shareholders receive one share in the ASX listing company CommSoft for every 4.25 Strathmore shares they sell.

Strathmore said that following the decision to proceed with CommSoft’s Australian stock exchange listing and the lodgement of a prospectus for an $A17 million issue with the Australian Securities and Investment Commission, it was now appropriate to fully inform Strathmore shareholders regarding the buy back and other entitlements.
Strathmore today made the following key announcements:

 As part of CommSoft’s IPO, CommSoft will make a preferential offer to all Strathmore shareholders to subscribe for shares in the float; and
 Further details of the Strathmore Buy Back and its future investment in CommSoft.

Preferential entitlement to CommSoft shares
Strathmore referred shareholders to the offer in the CommSoft prospectus under which Strathmore shareholders will be granted a preferential entitlement to subscribe for CommSoft shares in the IPO. Under the terms of the entitlement, all Strathmore shareholders receive a minimum entitlement to subscribe for 500 CommSoft shares as part of a right to subscribe for CommSoft shares at a rate of one CommSoft share for every 75 Strathmore shares they hold.

Strathmore also referred shareholders to the offer by New Zealand Funds Management to buy the entitlement of those public shareholders not wanting to exercise their right to purchase CommSoft shares. New Zealand Funds Management will pay $A0.11 a share for any entitlement Strathmore’s public shareholders’ elect not to take up. Documentation on how to accept this offer will be contained in the prospectus.

Strathmore Executive Chairman Phil Norman said the preferential entitlement had been arranged with CommSoft and was a tangible way of rewarding Strathmore shareholders for their support.

“Strathmore is delighted the CommSoft listing will occur soon and is particularly pleased that a preferential offer will be made to Strathmore shareholders to subscribe for shares.

“The terms of the offer, taken alongside the offer from New Zealand Funds Management, mean shareholders will receive at least $A0.11 per share for their entitlement,” he said.

Shareholders on the Strathmore register on August 11 will be able to participate in the entitlement to CommSoft shares.

Details of the CommSoft offer are set out in the prospectus which will be available on the CommSoft web site – www.commsoftgroup.com. The IPO is to open on August 15 and the listing date is expected to be September 13. All Strathmore shareholders will receive a CommSoft prospectus which will include details of their preferential entitlement.

The offers of the securities will be made in, or accompanied by, a copy of the Prospectus. Anyone wishing to acquire the securities will need to complete the application form that will be in or will accompany the
Prospectus.

Strathmore share buyback terms
Strathmore Directors also announced that shareholders participating in the buyback will receive one $A1.10 listed CommSoft share for every 4.25 Strathmore ordinary shares they sell. Shareholders on the Strathmore register on August 18 will be eligible to participate in the buy back.

CommSoft Directors, cornerstone shareholders including Cullen Investments and Advantage Group, and institutional investor New Zealand Funds Management have agreed to accept the buyback.

To ensure that listed shares in CommSoft are transferred, the offer to buy back shares is conditional on the completion of the CommSoft IPO on or before November 30.

Strathmore shareholders will receive the formal buy back offer no later than 21 August and have until September 1 to accept the offer. Shareholders may also participate on a pro-rata basis with other shareholders in selling further shares as will be required to ensure that 15% of the Company’s capital is acquired by Strathmore. The Company will acquire no more than 15% of its capital. Strathmore Directors and cornerstone shareholders have committed to sell more shares if required for this purpose.

CommSoft share selldown
Noting that the CommSoft listing was to proceed, Strathmore said it would be selling down $A2million of its investment into the IPO.

“Strathmore Directors and the founding shareholders of CommSoft decided that it was in the best interests of the CommSoft listing to sell a portion of their holdings in the IPO. These sales will assist the IPO by making more shares available in the market to meet demand,” Mr Norman said.

Strathmore holds a 38% interest in CommSoft which will be reduced to 14% after the IPO, sell down and buy back.

Strathmore options (NZSE: SMROA) holders wishing to participate in the buy back and the preferential entitlement in the CommSoft prospectus for Strathmore shareholders will need to exercise their options prior to the earlier entitlement date, 11 August.

About Strathmore Group Limited

Strathmore Group Limited is a technology investment company with approximately $NZ19 million of shareholders’ funds. It targets Internet, e-Commerce and information technology companies with potential to deliver accelerated growth in shareholder value by competing in global markets. It provides strategic advice, capital support, operational assistance, industry expertise and a network of relationships to assist technology companies to migrate internally.

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