The Potential Acquisition By Bidvest Of The Entire
Paragon
The Bidvest Group Limited Paragon Business Communications
(Incorporated in the Republic of Limited
South Africa) (Incorporated in the Republic of
(Registration number South Africa)
1946/021180/06 (Registration number
("Bidvest") 1995/007711/06)
("Paragon")
THE POTENTIAL ACQUISITION BY BIDVEST OF THE ENTIRE ISSUED SHARE CAPITAL OF
PARAGON
1. INTRODUCTION
Further to the announcements issued on 16 July 2001 and 19 December 2001,
Investec Bank Limited is authorised to announce that the Competition
Tribunal has approved without conditions the proposed acquisition by Bidvest
of the entire issued share capital of Paragon ("the proposed acquisition").
The proposed acquisition remains subject to the fulfillment of certain
conditions which are referred to in paragraph 3 below. Bidvest can extend an
offer to the shareholders of Paragon in terms of Section 440 of the
Companies Act, 1973 ("the Act") to purchase all their Paragon shares ("the
offer"), or propose a scheme of arrangement in terms of Section 311 of the
Act between Paragon and its shareholders pursuant to which Paragon will
become a wholly owned subsidiary of Bidvest ("the scheme").
The board of directors of Paragon has appointed PSG Investment Bank Limited
as the independent advisor to the transaction.
2. PURCHASE CONSIDERATION
The purchase consideration payable for each Paragon share by Bidvest or its
subsidiary in terms of the offer or the scheme will be 78,352 cents (seventy
eight comma three five two cents). No interest will be payable on this
purchase consideration.
3. CONDITIONS PRECEDENT
The obligation of Bidvest or its subsidiary to extend the offer or propose
the scheme and post the offer or scheme circular, is conditional, inter
alia, upon the following:
- approvals, insofar as may be necessary, of the appropriate documentation
by the JSE Securities Exchange South Africa , the Securities Regulation
Panel and the Exchange Control Division of the South African Reserve Bank;
and
- Bidvest being satisfied with the results of a due diligence investigation
to be undertaken by it.
The offer or the scheme, whichever is applicable, will be conditional upon,
inter alia, the acceptance of the offer by at least 90% of the Paragon
shareholders or the approval by at least 75% of the Paragon shareholders
present and voting at the scheme meeting.
4. FURTHER ANNOUNCEMENTS
An announcement setting out the salient details (including terms and
conditions) of the offer or the scheme, the mechanics thereof, as well as
the financial effects on Paragon shareholders will be published in the press
in due course.
Cape Town
16 January 2002
Merchant bank Attorneys to Bidvest
ÝInvestec Bank Limited¨ ÝBowman Gilfillan
Inc¨
Lead sponsor to Bidvest Attorneys to Paragon
ÝInvestec Securities¨ ÝFindlay and Tait¨
Sponsor and independent advisor to Paragon
ÝPSG¨
Co-Sponsor to Bidvest
Deutsche Securities (SA) (Proprietary) Limited
Profile Group (Pty) Ltd. has taken care in preparing all information on this website, but does not accept any liability for errors or out-of-date information.
