| Mon 15 Nov 2010, 15:12 | | BVT - The Bidvest Group Limited - Results of Annual General Meeting and Specific |
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BVT
BVT
BVT - The Bidvest Group Limited - Results of Annual General Meeting and Specific
Repurchase
The Bidvest Group Limited
(Incorporated in the Republic of South Africa)
(Registration number 1946/021180/06)
Share code: BVT ISIN ZAE000117321
("Bidvest" or "the Company")
RESULTS OF ANNUAL GENERAL MEETING AND SPECIFIC REPURCHASE
At the annual general meeting of the shareholders of Bidvest held on Monday,
November 15 2010 ("the annual general meeting") all the ordinary and special
resolutions proposed at the meeting were approved by the requisite majority of
votes.
The special resolutions will be lodged for registration with the Companies and
Intellectual Property Registration Office ("CIPRO") in due course.
Details relating to the specific repurchase in terms of section 85 of the
Companies Act 61 of 1973 ("the Act"), as amended, by Bidvest of its own ordinary
shares held as treasury shares by BB Investment Company (Proprietary) Limited
("treasury shares"), a wholly owned subsidiary of Bidvest ("the specific
repurchase") are disclosed below:
1 INTRODUCTION
On Monday, October 25 2010 Bidvest posted a circular to shareholders
containing details of the specific repurchase and incorporating a special
resolution, relating to the specific repurchase which was contained in the
notice and subsequently passed at the annual general meeting.
2 RATIONALE FOR THE SPECIFIC REPURCHASE
Bidvest has been purchasing its own shares through its subsidiary, BB
Investment Company (Proprietary) Limited ("subsidiary") which shares were
then held as treasury shares. The purchases were conducted in terms of
general authorities granted annually to Bidvest by the shareholders.
As at Friday, October 22 2010, the treasury shares constituted 7,92% of the
listed ordinary share capital of Bidvest. In terms of the Act and the
Companies Act, 2008 (which is likely to become effective in April 2011), a
company may only hold up to a maximum of 10% of that class of share of the
holding company. Bidvest`s ability to continue to purchase its own shares
through its subsidiary is therefore limited. In order to create new
capacity for Bidvest to purchase further Bidvest shares through its
subsidiary, the board has resolved that Bidvest should purchase the
treasury shares from the subsidiary. The treasury shares will, following
their repurchase, be cancelled as issued shares and restored to the status
of authorised shares.
3 TERMS OF THE SPECIFIC REPURCHASE
The specific repurchase will be performed at a price of R151.51 per Bidvest
ordinary share, being the closing share price for Bidvest on the JSE
exchange on Friday, October 22 2010. The specific repurchase will have no
significant financial effect on Bidvest or its shareholders, other than in
respect of transaction costs that are normally incurred in transactions of
this nature, namely securities transfer tax (of approximately
R10,509,199.49) and the RMB advisor and sponsor fee (R2 000 000) which in
total amounts to approximately R12,5 million and represents 0.0236% of the
Bidvest market cap of R53 billion, as at Friday, October 22 2010. As the
specific repurchase is intra group no significant cash will be utilised and
the financial effects have therefore not been disclosed.
The specific repurchase will be effected in one transaction or in a series
of transactions in aggregate of no more than 27 745 230 shares. All
repurchases pursuant to this specific authority will be completed by no
later than Friday, December 31 2010 provided all conditions precedent are
met, i.e. final board approval obtained and confirmation of the
registration of the specific resolution by CIPRO.
The table below sets out the authorised and issued share capital of Bidvest
before the specific repurchase:
Share capital R`000
2010
Authorised share capital
540 000 000 (2009: 540 000 000) ordinary shares of 5 cents 27 000
each
Issued share capital
350 144 745 (2009: 336 284 567) ordinary shares of 5 cents 17 507
each
Share premium 81 258
31 040 351 Treasury shares 1 552
The table below sets out the authorised and issued share capital of Bidvest
after the specific repurchase based on the maximum repurchase of 27 745 230
shares:
Share capital R`000
2010
Authorised share capital
540 000 000 (2009: 540 000 000) ordinary shares of 5 cents 27 000
each
Issued share capital
322 399 515 (2009: 336 284 567) ordinary shares of 5 cents 16 120
each
Share premium 81 258
3 295 121 Treasury shares (remaining in The Bidvest Share 165
Incentive Scheme)
Melrose Arch
November 15 2010
Merchant bank and transaction sponsor
RAND MERCHANT BANK (A division of FirstRand Bank Limited)
Sponsor
Investec Bank Limited
Attorneys
Edward Nathan Sonnenbergs
Date: 15/11/2010 15:12:01 Produced by the JSE SENS Department.
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