The Bidvest Group Limited Bidvest plc
(Incorporated in the Republic of (Incorporated in the Isle of Man)
South Africa) (Registration number 92157C)
(Registration number ("Bidvest plc")
1946/021180/06)
(Share code: BVT)
(ISIN: 1946/021180/06)
("Bidvest")
Cautionary announcement
The following are extracts from an announcement made today, April 8 2002,
in the United Kingdom ("UK") by Bidvest plc, an 81 per cent. subsidiary of
Bidvest:
"Bidvest plc's submission to the Office of Fair Trading ("OFT") regarding a
possible combination with Brake Bros plc ("Brake Bros")
Following the announcement by Brake Bros on March 11 2002 that it is
undertaking a strategic review, Bidvest plc has today made a formal
submission to the OFT seeking consent for a possible acquisition of, or a
merger with, Brake Bros.
Bidvest plc believes that a combination of the Bidvest plc and Brake Bros
businesses has compelling commercial logic both for the companies and their
respective shareholders and, therefore, is considering entering discussions
with the board of Brake Bros with a view to seeking a recommendation for the
combination of Brake Bros and Bidvest plc.
There can be no guarantee that any transaction will proceed and any
potential transaction would be subject to the receipt by Bidvest plc of
regulatory clearances on terms satisfactory to Bidvest plc."
"Brake Bros is listed on the London Stock Exchange and currently has a
market capitalisation of approximately 386 million. Brake Bros is a leading
food supplier to the catering industry in the UK and France. For the 12
months to December 31 2001, Brake Bros had unaudited revenues of 1,389
million and pre-tax profit (before goodwill amortisation and exceptional
items) of 40 million."
In addition, shareholders are advised that, in terms of UK regulatory
requirements, the following is applicable to dealing in Brake Bros or
Bidvest plc shares:
"Any person who, alone or acting together with any other person(s) pursuant
to an agreement or understanding (whether formal or informal) to acquire or
control securities of Brake Bros or Bidvest plc, owns or controls, or become
the owner or controller, directly or indirectly of one per cent. or more of
any class of securities of Brake Bros or Bidvest plc is generally required
under the provision of Rule 8 of the City Code on Takeovers and Mergers (the
"City Code") to notify the London Stock Exchange and the Panel on Takeovers
and Mergers of every dealing in such securities during the period from the
date of this Announcement until such time as the offer period ends for the
purposes of the City Code.
Dealings by Brake Bros or Bidvest plc or by their respective "associates"
(within the definitions set out in the City Code) in any class of securities
of Brake Bros or Bidvest plc must also be disclosed. Please consult your
financial adviser immediately if you believe this rule may be applicable to
you."
Accordingly, Bidvest shareholders are advised to exercise caution in dealing
in their Bidvest shares until a further announcement is made.
Enquiries:
HSBC (financial advisor to Bidvest plc)
Mark R. Harrison (+44) 20 7336 9000
Jan Sanders
Mark Barbour-Smith
Johannesburg
April 8 2002
Merchant bank to Sponsor to Co-sponsor to Financial advisor
Bidvest Bidvest Bidvest to Bidvest plc
Investec Investec Deutsche
Corporate Finance Securities Securities HSBC
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