| Wed 17 Sep 2008, 16:24 | | BVT - The Bidvest Group - Terms Of Pro Rata Offer Announcement |
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BVT
BVT
BVT - The Bidvest Group - Terms Of Pro Rata Offer Announcement
The Bidvest Group Limited
Incorporated in the Republic of South Africa
Registration number 1946/021180/06
Share code: BVT
ISIN: ZAE000117321
("Bidvest")
TERMS OF PRO RATA OFFER ANNOUNCEMENT TO ORDINARY SHAREHOLDERS OF NAMPAK
LIMITED OTHER THAN NAMPAK LIMITED OR ITS SUBSIDIARY COMPANIES
1. INTRODUCTION
Nampak Limited ("Nampak") ordinary shareholders are referred to the
announcement released by Bidvest on the Securities Exchange News Service
("SENS") of the JSE Limited on September 4 2008 and published in the
press on September 5 2008.
Investec Bank Limited is authorised to announce that, subject to the
fulfillment of the suspensive conditions, Bidvest or a subsidiary of
Bidvest ("the offeror") will offer to acquire up to 30% of the Nampak
ordinary shares held by each of the Nampak ordinary shareholders ("the
basic entitlement"), other than Nampak or any of its subsidiaries ("the
pro rata offer").
2. THE PRO RATA OFFER CONSIDERATION
The pro rata offer consideration will be settled by the issue of Bidvest
ordinary shares in the ratio of one Bidvest share for every 7.50 Nampak
ordinary shares held which Bidvest shares will be issued ex the
distribution of 275.0 cents per share payable by Bidvest to its
shareholders on October 6 2008 ("the pro rata offer consideration").
3. 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.
4. TERMS OF THE PRO RATA OFFER
In terms of the pro rata offer, subject to the fulfilment of the
suspensive conditions, the offeror will offer to acquire up to 30% of
the shares held by each Nampak ordinary shareholder (the basic
entitlement), other than Nampak or any of its subsidiaries, for the pro
rata offer consideration. In addition, each Nampak ordinary shareholder
will be entitled to tender in excess of their basic entitlement.
Each Nampak ordinary shareholder will be entitled to dispose of Nampak
ordinary shares up to their basic entitlement, if the pro rata offer
becomes unconditional and if acceptance of the pro-rata offer takes
place prior to the pro-rata offer becoming unconditional.
Should Nampak ordinary shareholders tender in excess of their basic
entitlement ("excess tenders") prior to the pro rata offer becoming
unconditional, the offeror may, in its sole discretion, accept such
excess tenders, subject to Bidvest or its subsidiaries ("The Bidvest
Group") not becoming the owner of more than 30% of the Nampak ordinary
shares in issue after completion of the pro rata offer. Nampak ordinary
shareholders that accept the pro rata offer prior to the pro rata offer
becoming unconditional will therefore, if the offer becomes
unconditional, be able to dispose of at least their basic entitlement
and may be able to dispose of more than their basic entitlement.
Any tenders by Nampak ordinary shareholders after the pro rata offer
becomes unconditional may be accepted by the offeror in its sole
discretion subject to The Bidvest Group not becoming the owner of more
than 30% of the Nampak ordinary shares in issue after completion of the
pro rata offer.
The pro rata offer consideration will be settled by Bidvest after the
closing date of the pro rata offer as set out in paragraph 7 below
5. UNDERTAKINGS
Nampak ordinary shareholders holding approximately 30% of the Nampak
ordinary shares in issue on a fully diluted basis have conditionally
undertaken to accept the pro rata offer in respect of at least 49
million Nampak ordinary shares (approximately 8% of the Nampak ordinary
shares in issue on a fully diluted basis).
6. SUSPENSIVE CONDITIONS PRECEDENT
The pro rata offer will be subject to the following suspensive conditions:
6.1 the receipt by The Bidvest Group of the requisite regulatory
approvals;
6.2 the approval by Bidvest shareholders at a general meeting to be
convened for the purpose of allotting and issuing Bidvest shares to
Nampak ordinary shareholders pursuant to the pro rata offer which
general meeting is expected to be held on or about October 2 2008
("the Bidvest general meeting");
6.3 The Bidvest Group owning at least 163 million Nampak ordinary
shares after completion of the pro rata offer (approximately 25% of
the Nampak ordinary shares in issue on a fully diluted basis) which
number of Nampak ordinary shares can be reduced to a minimum of 131
million Nampak ordinary shares (approximately 20% of the Nampak
ordinary shares in issue on a fully diluted basis) by Bidvest at
its sole discretion. To this extent it is recorded that The Bidvest
Group currently holds 30 million Nampak ordinary shares
(approximately 5% of the Nampak ordinary shares in issue on a fully
diluted basis); and
6.4 there being no material adverse change in either market conditions
or in the financial position of Nampak which comes to the attention
of The Bidvest Group.
7. SALIENT DATES AND TIMES
The salient dates of the offer are set out in the table below:
2008
Pro rata offer circular posted to September 29
Nampak shareholders on or about
Opening date of the pro rata offer at September 29
09:00 on or about
Bidvest general meeting October 2
Announcement by Bidvest on SENS that October 10
the pro rata offer is unconditional
(Note 1)
Announcement by Bidvest in the press October 13
that the pro rata offer is
unconditional (Note 1)
First settlement date in respect of October 14
Nampak ordinary shareholders who
accepted the offer prior to the
announcement by Bidvest on SENS that
the pro rata offer is unconditional
(Note 1)
Last day to trade in order for Nampak October 17
ordinary shareholders to participate in
the pro rata offer
Nampak ordinary shares trade ex the October 20
right to participate in the pro rata
offer
Record date on which Nampak ordinary October 24
shareholders must be recorded in the
register in order to participate in the
pro rata offer
Closing date of the pro rata offer October 24
("closing date") (12:00)
Announcement by Bidvest of results of October 27
pro rata offer on SENS
Announcement by Bidvest of results of October 28
pro rata offer in the press
Final settlement date in respect of October 28
Nampak ordinary shareholders who
accepted the pro rata offer prior to
the closing date
Notes:
1. In order to ensure the pro rata offer becomes unconditional by
October 10 2008 and closes on October 24 2008, Nampak ordinary
shareholders are therefore encouraged to accept the pro rata offer
by October 10 2008. Nampak ordinary shareholders who accept the
pro rata offer prior to October 10 2008 will be settled on the
first trading day after the announcement by Bidvest in the press
that the pro rata offer is unconditional.
2. Acceptances of the pro rata offer prior to the closing date are
irrevocable and may not be withdrawn once made. Any acceptances of
the pro rata offer prior to the pro rata offer becoming
unconditional, may not be withdrawn if the offer becomes
unconditional.
3. The above dates and times are subject to amendment at the
discretion of Bidvest. Any such amendment will be released on SENS
and published in the South African press.
4. The legality of the pro rata offer to Nampak ordinary shareholders
resident in jurisdictions outside the Republic of South Africa may
be affected by laws of the relevant jurisdiction. Such Nampak
ordinary shareholders should inform themselves about any applicable
legal requirements which they are obliged to observe. It is the
responsibility of any such Nampak ordinary shareholders wishing to
accept the pro rata offer to satisfy himself/herself as to the full
observance of the laws of the relevant jurisdiction in connection
therewith.
8. Further documentation
A circular containing the detailed terms of the pro rata offer will be posted
to Nampak shareholders on or about September 29 2008.
By order of the Board
The Bidvest Group Limited
September 17 2008
Sandton
Investment Bank to Legal advisor to Sponsor to Bidvest
Bidvest Bidvest
Investec Bank Cliffe Dekker Investec Corporate
Limited Hofmeyr Finance
Date: 17/09/2008 16:24:01 Produced by the JSE SENS Department.
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implicitly, represent, warrant or in any way guarantee the truth, accuracy or
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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,
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