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BVT
BVT
BVT - Bidvest - Proposed Acquisition By Bidvest Of Between 20% And 30% Of
The Ordinary Shares Of Nampak Limited ("Nampak")
The Bidvest Group Limited
Incorporated in the Republic of South Africa
Registration number 1946/021180/06
Share code: BVT
ISIN: ZAE00117321
("Bidvest")
Proposed acquisition by Bidvest of between 20% and 30% of the ordinary
shares of Nampak Limited ("Nampak")
1. Introduction
The board of directors of Bidvest hereby announces the terms of a
transaction to be proposed between Bidvest or a wholly-owned subsidiary of
Bidvest ("The Bidvest Group") and Nampak shareholders, in terms of which
The Bidvest Group will make a pro rata offer to acquire 25%, of the
ordinary shares held by each of the Nampak shareholders ("the Pro-Rata
Offer").
2. Rationale for the Pro Rata Offer
Bidvest`s proven ability of combining investment skills and management
expertise has enabled it to achieve a highly accomplished track record and
consistently grow the wealth of all its stakeholders. This strategy has
included, not only acquiring 100% of its acquisition targets, but also
identifying and making strategic investments of between 20% and 35% in
businesses which are aligned to industries in which Bidvest operates and in
which it believes it can add value for all stakeholders.
3. Terms of the Pro Rata Offer
In terms of the Pro Rata Offer which it is intended will be made on the
terms set out in this announcement and subject to the suspensive conditions
set out in paragraph 4 below:
- The Bidvest Group will by no later than 17h00 on September 17 2008
offer to acquire 25% of the ordinary shares held by each of the Nampak
shareholders; and
- the purchase price per Nampak ordinary share will be settled by the
issue of Bidvest ordinary shares in the ratio of 7.50 Nampak ordinary
shares for one Bidvest ordinary share which Bidvest ordinary shares
will be issued ex any normal ordinary dividend or distribution payable
by Bidvest to its shareholders in respect of the six month period
ended June 30 2008 ("the Pro Rata Offer Consideration").
4. Suspensive conditions
The Pro Rata Offer will be subject to the following suspensive conditions:
- to the extent required, the approval of Bidvest shareholders;
- the receipt by The Bidvest Group of the requisite regulatory
approvals;
- The Bidvest Group owning at least 125 million Nampak ordinary shares
(approximating 20% of the Nampak ordinary shares in issue) after
completion of the Pro Rata Offer ("the Minimum Nampak Shareholding").
To this extent it is recorded that The Bidvest Group currently holds
approximately 5% of the Nampak ordinary shares in issue; and
- there being no material adverse change in market conditions or in the
financial position of Nampak which comes to the attention of The
Bidvest Group.
5. Financial effects of the Pro Rata Offer on Bidvest shareholders
The table below sets out the pro forma financial effects of the Pro
Rata Offer assuming it had been implemented by Bidvest on June 30
2008 for balance sheet purposes and for the year ended June 30 2008
for income statement purposes. The pro forma financial effects have
been prepared for illustrative purposes only to provide information
about how the Pro Rata Offer would have affected the financial
information presented.
Per Bidvest share Before the After the % change
Pro Rata Pro Rata (%)
Offer Offer
(cents) (cents)
Earnings 1 1 073.0 1 094.0 2.0
Headline earnings 1 1 068.0 1 088.0 1.9
Net asset value 2 4 480.6 4 844.1 8.1
Tangible net asset value 2 2 803.0 3 254.6 16.1
Notes
1. The "Before the Pro Rata Offer" column represents the audited
earnings and headline earnings per Bidvest ordinary share for the
year ended June 30 2008. The "After the Pro Rata Offer column"
is based on a weighted average of 319.8 million Bidvest ordinary
shares in issue for the year ended June 30 2008 and shows the
earnings and headline earning per Bidvest ordinary share on the
assumption that the unaudited earnings and headline earnings of
Nampak for the rolling 12 months ended March 31 2008 in respect
of the Minimum Nampak Shareholding had been equity accounted by
Bidvest for the year ended June 30 2008.
2. The "Before the Pro Rata Offer" column represents the net asset
value and tangible net asset value per Bidvest ordinary share for
the year ended June 30 2008. The "After the Pro Rata Offer
column" is based on 317.2 million Bidvest ordinary shares in
issue at June 30 2008 and shows the net asset value and tangible
net asset value per Bidvest ordinary share on the assumption that
the Minimum Nampak Shareholding had been equity accounted by
Bidvest at June 30 2008.
6. Further announcement, documentation and important dates and times
A document containing details of the approvals required by Bidvest
shareholders, including important dates and times relating thereto,
will be posted to Bidvest shareholders in due course.
By order of the Board
The Bidvest Group Limited
Johannesburg
September 4 2008
Investment Bank and lead Legal adviser to the
sponsor transaction
Investec Corporate Finance Cliffe Dekker
Date: 04/09/2008 10:21:03 Produced by the JSE SENS Department.
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