| Thu 20 Mar 2008, 11:46 | | BVT - The Bidvest Group - Distribution To Shareholders Through A Share Buy-Back |
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BVT
BVT
BVT - The Bidvest Group - Distribution To Shareholders Through A Share Buy-Back
Of A Pro-Rata Portion Of Bidvest Shares By Way Of A Scheme Of Arrangement
The Bidvest Group Limited
(Incorporated in the Republic of South Africa)
(Registration number 1946/021180/06)
Share code: BVT & ISIN: ZAE000050449
("Bidvest" or "the Company")
Distribution To Shareholders Through A Share Buy-Back Of A Pro-Rata Portion Of
Bidvest Shares By Way Of A Scheme Of Arrangement
1. INTRODUCTION
Following the interim results announcement made on SENS on 3 March 2008, and the
reference to Bidvest`s intention to make an interim cash distribution by way of
a pro rata share buy back, Bidvest shareholders are hereby advised that Bidvest
and its wholly owned subsidiary, BB Investment Company (Proprietary) Limited
("BB Investment Company"), will acquire, in terms of section 89 of the Companies
Act, 1973, as amended, ("the Act"), a pro rata portion of the company`s shares
in issue, other than shares held by BB Investment Company ("the excluded
shareholder") by way of a scheme of arrangement in terms of section 311 of the
Act ("the scheme").
2. THE TERMS OF THE SCHEME
2.1 Basic characteristic
BB Investment Company proposes to acquire, in terms of section 89 of the Act, by
way of a scheme of arrangement in terms of section 311 of the Act, 1.82% of the
issued share capital of Bidvest held by each shareholder (other than the
excluded shareholder), adjusted by the application of the rounding principle,
for a consideration of R121.00 for each Bidvest share acquired. The proposed
cash consideration of R121.00 per scheme share represents a premium of 15.4% to
the 30 day VWAP as at 28 February 2008, being the last practical day before the
distribution was first announced on SENS.
If the scheme is implemented, it is expected that a total of approximately
5,609,985 shares (or such lesser or greater number of shares that result from
the application of the rounding principle) will be acquired by BB Investment
Company for an aggregate consideration of R678,808,233. As at the last
practicable date, 5,609,985 shares represent 1.82% of the issued share capital
of Bidvest, after excluding the Bidvest shares held by the excluded shareholder
(1.70% of the total Bidvest shares in issue). The scheme shares acquired by BB
Investment Company will be held as treasury shares.
2.2 Rationale
Bidvest resolved to make a distribution to shareholders through a buy back of
shares on a pro rata basis. The scheme of arrangement aims to ensure that all
shareholders are treated equally. It is expected that after implementation of
the scheme, a shareholder`s effective percentage holding of Bidvest shares will
remain unchanged. The reduction of the number of shares in issue is anticipated
to be earnings per share enhancing. The enhancement per share is further
pronounced if compared to either a capital distribution out of share premium or
a dividend distribution, which Bidvest may have declared in the absence of the
proposed share buy back.
2.3 Order of Court
The High Court of South Africa (Witwatersrand Local Division) ("the Court") has
ordered that a meeting in terms of section 311(1) of the Act ("the scheme
meeting") of Bidvest shareholders, other than BB Investment Company, ("scheme
members") recorded in the register at the close of business on Thursday, 10
April 2008 ("voting record date"), be convened for the purposes of considering,
and if deemed fit, approving, with or without modification, the scheme.
3. CONDITIONS PRECEDENT
The scheme is subject to the fulfilment of the following conditions precedent
before it becomes operative:
3.1 the special resolution approving BB Investment Company`s acquisition of the
scheme shares being duly passed at a general meeting of Bidvest
shareholders in accordance with the Act and the Listings Requirements of
the JSE, and the registration of such special resolution by the Registrar
of Companies;
3.2 the scheme being approved at the scheme meeting by a majority representing
not less than three-fourths of the votes exercisable by scheme members
present and voting in person or by proxy;
3.3 the Court sanctioning the scheme; and
3.4 a certified copy of the Order of Court sanctioning the scheme being
registered by the Registrar in terms of the Act.
4. FINANCIAL EFFECTS
The table below sets out the unaudited pro forma financial effects of the scheme
on the unaudited earnings, headline earnings and adjusted headline earnings of
Bidvest for the six months ended 31 December 2007 and the net asset value at
that date:
Per Bidvest share Note Before After the %
the scheme Change
scheme (cents)
(cents)
Earnings 1 488.0 488.8 0.17
Headline earnings 1 498.1 499.1 0.21
Diluted earnings 2 477.1 477.7 0.13
Diluted headline 2 487.0 487.8 0.16
earnings
Net asset value 3 3,711.0 3,552.9 -4.26
Tangible net asset 3 2,291.6 2,106.8 -8.06
value
The unaudited pro forma financial effects have been prepared for illustrative
purposes only, in order to provide information on how the scheme might affect
the financial results and position of a Bidvest shareholder and, because of
their nature, may not give a true reflection of the actual financial effects of
the scheme. The pro forma financial effects have been calculated on the basis
set out below. The pro forma financial effects are the responsibility of the
directors.
Notes
1. The "Before" column reflects the earnings and headline earnings per
Bidvest share for the six months ended 31 December 2007, calculated on
the basis of 303,282,859 weighted average number of Bidvest shares
(excluding treasury shares) in issue throughout the period. The
"After" column assumes that the scheme was implemented with effect
from 1 July 2007, and is calculated on the basis of 297,672,874
weighted average number of Bidvest shares (excluding treasury shares)
in issue and assuming interest payable on the R678,808,233
consideration at an after tax interest rate of 7.34%.
2. The "Before" column reflects the diluted earnings and diluted headline
earnings per Bidvest share for the six months ended 31 December 2007,
calculated on the basis of 310,195,201 weighted average number of
Bidvest shares (excluding treasury shares) in issue throughout the
period. The "After" column assumes that the scheme was implemented
with effect from 1 July 2007, and is calculated on the basis of
304,585,216 weighted average number of Bidvest shares (excluding
treasury shares) in issue and assuming interest payable on the
R678,808,233 consideration at an after tax interest rate of 7.34%.
3. The "Before" column reflects the net asset value per Bidvest share and
the tangible net asset per Bidvest share as at 31 December 2007, and
is based on 304,170,747 Bidvest shares (excluding treasury shares) in
issue. The "After" column assumes that the scheme was implemented on
31 December 2007, calculated on the basis of 298,560,762 Bidvest
shares (excluding treasury shares) in issue.
4. Transactional costs estimated at R1,400,000 have been taken into
account in arriving at the above financial effects.
The independent reporting accountant`s assurance report on the financial effects
of the scheme is set out in the full scheme document.
5. TAX IMPLICATIONS FOR SCHEME PARTICIPANTS
A detailed summary of the potential tax implications for scheme participants is
included in the full documentation relating to the scheme, which will be posted
to Bidvest shareholders as detailed in paragraph 9 below. Bidvest shareholders
are advised however to consult their own professional advisors pertaining to the
tax consequences of the scheme and their tax positions.
6. SALIENT DATES OF THE SCHEME
The salient dates of the scheme have been finalised as follows:
2008
Last day to trade Bidvest shares on the JSE in Thursday, 3 April
order to be recorded in the register of Bidvest
or in the sub-registers of Bidvest administered
by CSDPs to vote at the scheme meeting (see note
1 below)
Voting record date for scheme meeting Thursday, 10 April
Last day to lodge forms of proxy for the scheme Friday, 11 April
meeting (by 10h00) (see note 2 below) and the
general meeting (by 10h30)
Scheme meeting held (at 10h00) Monday, 14 April
General meeting held (at 10h30 or 10 minutes Monday, 14 April
after the conclusion or adjournment of the
scheme meeting, whichever is later)
Publish results of the scheme meeting and Monday, 14 April
general meeting on SENS (expected date)
Publish results of the scheme meeting and the Tuesday, 15 April
general meeting in the press (expected date)
Court hearing to sanction the scheme (at 10h00 Tuesday, 22 April
or as soon thereafter as Counsel may be heard)
Publish results of Court hearing on SENS Tuesday, 22 April
Publish results of Court hearing in the press Wednesday, 23 April
If the scheme is sanctioned and becomes
effective:
Last day to trade in existing Bidvest shares on Wednesday, 30 April*
the JSE in order to be recorded in the register
of Bidvest or in the sub-registers of Bidvest
administered by CSDPs to participate in the
scheme
Bidvest shares will trade under the new ISIN Monday, 5 May
ZAE000117321 at commencement of trade
Bidvest shares will trade "ex" the scheme Monday, 5 May
Record date of the scheme to determine Friday, 9 May
participation in the scheme
Operative date of the scheme from the Monday, 12 May
commencement of business
Scheme consideration transferred or posted and Monday, 12 May
new share certificates posted to certificated
scheme participants (if documents of title are
received on or prior to 10h00 on the record date
of the scheme) or, failing that, within five
business days of receipt of the relevant
documents of title by the transfer secretaries
Dematerialised scheme participants will have the
scheme consideration credited to their account
held at their CSDP or broker.
* The last day to trade in existing Bidvest shares on the JSE in order to
participate in the scheme has been amended to Wednesday 30 April 2008 as a
consequence of Friday, 2 May 2008 having been classified as a public holiday.
Shareholders are advised that this announcement supersedes the dates published
in the documentation regarding the scheme which has been posted to all
shareholders
Notes:
1. Shareholders should note that, as Bidvest shares now settle in the
Strate environment, settlement for trade takes place five business
days after trade. Therefore, Bidvest shareholders who acquire Bidvest
shares after Thursday, 3 April 2008 will not be eligible to vote at
the scheme meeting.
2. If a form of proxy for the scheme is not received by the time and date
shown above, it may be handed to the chairman of the scheme meeting by
no later than 10 minutes before the scheme meeting is due to commence
(or recommence, if adjourned).
3. If a form of proxy for the general meeting is not received by the time
and date shown above, it may be handed to the chairman of the scheme
meeting by no later than 10 minutes before the general meeting is due
to commence (or recommence, if adjourned).
4. No dematerialisation or rematerialisation of existing Bidvest shares
will take place after Wednesday, 30 April 2008. Dematerialisation and
rematerialisation of Bidvest shares under the new ISIN ZAE000117321
will re-commence after Monday, 12 May 2008.
5. Any change to the above dates and times will be agreed upon by Bidvest
and advised to shareholders by notification on SENS and in the press.
6. All times indicated above are South African times.
7. OPINIONS, RECOMMENDATIONS AND UNDERTAKINGS
The directors of Bidvest have considered the terms and conditions of the scheme
and are of the unanimous opinion that those terms and conditions are in the best
interests of the Bidvest shareholders. Accordingly, the Board of directors of
Bidvest supports the scheme and recommends that Bidvest shareholders vote in
favour of the scheme and the resolutions to be proposed at the general meeting.
The directors of Bidvest who hold Bidvest shares intend to vote in favour of the
scheme at the scheme meeting and the resolutions to be proposed at the general
meeting in respect of their own holdings of Bidvest shares.
8. NOTICE OF MEETINGS
The scheme meeting has been convened for Monday, 14 April 2008 at 10:00, at the
registered office of Bidvest, Bidvest House, 18 Crescent Drive, Melrose Arch,
Melrose, Johannesburg. The general meeting is to be held at the same venue at
10:30, on Monday, 14 April 2008, or 10 minutes after the conclusion or
adjournment of the scheme meeting, whichever is the later.
9. DOCUMENTATION
The documentation relating to the scheme, which contains, inter alia, the notice
of the scheme meeting and the notice of general meeting, will be posted to
Bidvest shareholders on or about 20 March 2008.
Sandton
20 March 2008
Investment bank and lead sponsor:
Investec Bank Limited
Attorneys:
Edward Nathan Sonnenbergs Inc.
Group accountants and auditors:
Deloitte & Touche
Transfer secretaries:
Link Market Services South Africa (Pty) Limited
Joint Sponsor:
Deutsche Securities (Pty) Limited
Date: 20/03/2008 11:46:03 Produced by the JSE SENS Department.
The SENS service is an information dissemination service administered by the
JSE Limited (`JSE`). The JSE does not, whether expressly, tacitly or
implicitly, represent, warrant or in any way guarantee the truth, accuracy or
completeness of the information published on SENS. The JSE, their officers,
employees and agents accept no liability for (or in respect of) any direct,
indirect, incidental or consequential loss or damage of any kind or nature,
howsoever arising, from the use of SENS or the use of, or reliance on,
information disseminated through SENS.
