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Fri 24 Oct 2003, 8:49 SALIENT DATES ANNOUNCEMENT OF THE PROPOSED ACQUISI
SALIENT DATES ANNOUNCEMENT OF THE PROPOSED ACQUISITION BY DINATLA               
The Bidvest Group Limited                                                       
(Incorporated in the Republic of South Africa)                                  
(Registration number 1946/021180/06)                                            
(Share code: BVT    ISIN: ZAE000008132)                                         
("Bidvest")                                                                     
Dinatla Investment Holdings                                                     
Dinatla Investment Holdings (Proprietary) Limited                               
(Incorporated in the Republic of South Africa)                                  
(Registration number 2003/023927/07)                                            
("Dinatla")                                                                     
BidBEE                                                                          
BidBEE Limited                                                                  
(Incorporated in the Republic of South Africa)                                  
(Registration number 2003/018861/06)                                            
Securities code: BDE                                                            
("BidBEE")                                                                      
SALIENT DATES ANNOUNCEMENT OF THE PROPOSED ACQUISITION BY DINATLA OF 45 000     
000 bidvest ORDINARY SHARES BEING APPROXIMATELY                                 
15% OF THE ISSUED SHARE CAPITAL OF BIDVEST BY WAY OF A SCHEME OF ARRANGEMENT    
AND THE ABRIDGED PRE-LISTING STATEMENT FOR                                      
45 000 000 BIDBEE SECURITIES TO BE ISSUED AS CONSIDERATION IN TERMS OF THE      
SCHEME                                                                          
The terms used in this announcement are contained in the definition section in  
paragraph 15 below.                                                             
1.     INTRODUCTION                                                             
     As announced on SENS on July 9 2003 and in the press on July 10 2003       
Dinatla will, subject to the fulfilment of the suspensive conditions listed in  
paragraph 7, propose the scheme. In terms of the scheme, Dinatla will, with     
effect from the operative date, acquire the scheme shares pro rata from the     
scheme participants. This initiative will significantly raise Bidvest"s         
empowerment status                                                              
2.     SALIENT FEATURES OF THE SCHEME                                           
     The scheme will result in Dinatla becoming the owner, from the operative   
date, of the scheme shares which it will acquire, pro rata from the scheme      
participants, and as such will be entitled to vote the scheme shares. The       
scheme shares held by Dinatla will not participate in dividend distributions    
during the transaction period.                                                  
     In exchange for the disposal of the scheme shares, the scheme              
participants will receive the scheme consideration and call options. The call   
options entitle the holders to subscribe at the strike price (R60,00 per        
Bidvest ordinary share, subject to adjustment), in the aggregate, for 18        
million Bidvest shares which will be issued, if the call options are            
exercised, on the third anniversary of the operative date.                      
     The obligation of Dinatla to deliver the scheme consideration to the       
scheme participants will be delegated by Dinatla to BidBEE, which will settle   
the scheme consideration by issuing the BidBEE securities to the scheme         
participants. BidBEE has been established for the specific purpose of issuing   
and owing the BidBEE securities to the securities holders, so as to enable      
securities holders to trade the BidBEE securities. The BidBEE securities will   
be listed on the main board of the JSE in the Specialist Securities Sector      
("Other") under the name "BDE".                                                 
     In exchange for the assumption by BidBEE of the obligation of Dinatla to   
deliver the scheme consideration to the scheme participants, Dinatla will       
become liable to BidBEE for the Dinatla indebtedness. BidBEE will use the       
settlement received from Dinatla of the Dinatla indebtedness to settle its      
indebtedness under the BidBEE securities.                                       
     The Dinatla indebtedness is the obligation, subject to the resolutive      
conditions described in paragraph 4, to pay by not later than the settlement    
date, the calculated value multiplied by 45 000 000 to BidBEE. Settlement will  
either be in cash in full or partly in cash and partly by the delivery of the   
relevant number of scheme shares, calculated on the basis of the calculated     
value multiplied by 45 000 000. Dinatla shall be entitled to settle the         
Dinatla indebtedness in full prior to the settlement date but only in cash.     
The Dinatla indebtedness will not be less than the minimum price (R42,00,       
subject to adjustment) nor more than the maximum price (R60,00, subject to      
adjustment) multiplied by 45 000 000. At the operative date the Dinatla         
indebtedness will have an aggregate minimum value of R1 890 million and an      
aggregate maximum value of R2 700 million, before any adjustments to the        
minimum price and the maximum price. The Dinatla indebtedness will be secured   
by the pledge of the scheme shares by Dinatla in favour of BidBEE.              
Until the specified date, Dinatla will be deemed to have renounced any     
specified distributions and rights offers on the scheme shares to BidBEE,       
which in turn will be deemed to have onward renounced them to the securities    
holders.                                                                        
The BidBEE securities entitle the securities holders to:                   
-     the proceeds of the Dinatla indebtedness;                                 
-     the specified distributions;                                              
-     any rights offers on the scheme shares up to the specified date; and      
-     the fixed interest dealt with more fully in paragraph 12 as regards any   
amount paid in cash by Dinatla to BidBEE. BidBEE shall invest same with The     
Standard Bank of South Africa ("SBSA") on overnight call until such time as     
same together with the interest accruing thereon, shall be paid to the          
securities holders, which shall be as soon as possible after receipt thereof    
by BidBEE.                                                                      
     Securities holders are protected by BidBEE and Dinatla being restricted    
in their memoranda of association in terms of section 53(a) of the Act in that  
they cannot undertake any transactions of any nature whatsoever other than as   
envisaged by the scheme. Any transactions completed outside of these powers     
will be ultra vires and will therefore be void. Provision has been made in      
these companies" memoranda that these companies cannot amend their memoranda    
of association without the approval of the JSE and without the approval of, in  
the case of Dinatla, Bidvest and BidBEE and in the case of BidBEE, by Dinatla.  
     A diagrammatic representation of the transaction is as follows:            
*  Listed on the JSE                                                            
** BidBEE securities listed on the JSE                                          
3.     EXTENSION OF THE SPECIFIED DATE                                          
     The specified date can be extended by agreement between BidBEE and         
Dinatla and the approval of securities holders holding not less than 75% by     
market value of the BidBEE securities with the result that the transaction      
period is extended by a maximum of one year in the aggregate.                   
4.     RESOLUTIVE CONDITIONS                                                    
     The transaction is subject to the following resolutive conditions namely:  
4.1     Dinatla resolutive condition                                            
     If on the specified date the calculated value of a scheme share does not   
exceed the maximum price, unless Dinatla elects to and does implement the       
transaction in whole or in part, the transaction or the relevant part will be   
cancelled ab initio.                                                            
4.2     BidBEE resolutive condition                                             
     On each occasion after the first 30 days reckoned from the operative       
date, on which the value of a Bidvest share traded on the JSE calculated on a   
rolling 14-day traded volume weighted average price, falls below R32,00         
(subject to adjustment having regard to specified distributions, rights offers  
and capital restructurings), the transaction in its entirety shall be           
cancelled ab initio, unless the board of directors of BidBEE waives the BidBEE  
resolutive condition. If the value of a Bidvest share traded on the JSE         
calculated on a rolling 14-day traded volume weighted average price, falls      
below R36,00 (subject to adjustment having regard to specified distributions,   
rights offers and capital restructurings), the board of directors of BidBEE is  
entitled to seek directions from the securities holders as to whether or not    
to waive the resolutive condition if it arises.                                 
     The resolutive conditions, if fulfilled, shall not in any way affect the   
issue of the call options.                                                      
5.     FINANCIAL EFFECTS PERTAINING TO THE SCHEME                               
     The financial benefits to Bidvest emanating from the BEE initiative are    
difficult to quantify, but are expected to be significant in the future.        
     The table below sets out the pro forma financial effects of the issue of   
the call options on Bidvest. This is provided for illustrative purposes only.   
                              Published  Pro forma Increase/ Difference         
                                 before      after (decrease)        %          
Earnings per share (cents)        448,6      449,3       0,7       0,2          
Headline earnings                                                               
per share (cents)                 479,0      478,1      (0,9)     (0,2)         
Distribution per share (cents)    220,0      207,9     (12,1)     (5,5)         
Net tangible asset value                                                        
per share (cents)               1,561,0    1,810,2     249,2      16,0          
Number of shares                                                                
in issue (million)                302,7      320,7      18,0       5,9          
Weighted average number                                                         
of shares (million)               308,1      326,1      18,0       5,8          
The "Pro forma after" column assumes that:                                      
- the scheme had been implemented with effect from July 1 2002;                 
- the 18 million call options were exercised and in issue for the full year     
ended June 30 2003;                                                             
- an average interest rate of 11% per annum before tax for the year ended June  
30 2003 was earned by Bidvest on the proceeds from the issue of the shares      
which are the subject matter of the call options; and                           
- in relation to the net tangible asset value calculation the scheme had been   
implemented on June 30 2003 and the call options had been exercised and the     
shares which are the subject matter of the call options issued on June 30       
2003.                                                                           
The table below sets out the pro forma financial effects of the scheme on  
a Bidvest shareholder. This is provided for illustrative purposes only and      
excludes the effects of the enhanced dividend yield on the share price of       
Bidvest shares and, because of its historical nature, may not be a true         
reflection of the effects into the future.                                      
                          Before     Pro forma after                            
                                              15                                
                             100      85  BidBEE               Diff-    Diff-   
Bidvest  Bidvest  Secu-  6 Call      erence   erence   
                          shares   shares rities options  Total    R        %   
Attributable market                                                             
value (Rands)                                                                   
- Market price at                                                               
last practicable date(1)   4 201    3 571    578    21    4 170    31    (0,7)  
- 30-day volume                                                                 
weighted price(2)          4 353    3 700    601    21    4 322    31    (0,7)  
- 60-day volume                                                                 
weighted price(3)           4 23    3 760    611    21    4 392    31    (0,7)  
Attributable                                                                    
Distributions                  -        -      -     -      220     -      0,0  
Notes:                                                                     
(1) The closing market price of 100 Bidvest shares on September 23 2003, being  
the last practicable trading day immediately preceding the publication of this  
circular.                                                                       
(2) The volume weighted average trading price of 100 Bidvest shares over the    
30 trading days up to and including September 23 2003.                          
(3) The volume weighted average trading price of 100 Bidvest shares over the    
60 trading days up to and including September 23 2003.                          
The financial effects are indicative only and have been based on the       
assumptions set out below:                                                      
- the scheme had been implemented on September 23 2003;                         
- the value of a call option was calculated using the Black Scholes valuation   
model with the following assumptions:                                           
- European call option;                                                         
- three year term commencing on the operative date of the scheme;               
- distributions for the year ended June 30 2003 escalated by 12%;               
- volatility of 25%; and                                                        
- a strike price of R60 per Bidvest share,                                      
     giving a value of R3,47, which was used in the pro forma financial         
effects calculation above.                                                      
- the value of the BidBEE security is calculated as the value of a Bidvest      
share less the value of a call option. No adjustment has been made to the       
Bidvest shares and BidBEE securities in the "Pro forma after" column for the    
increased and reduced dividend yield respectively, as this is difficult to      
quantify and the aggregate effect on a scheme participant is nil;               
- the Bidvest shareholders had not renounced their call options at the last     
practicable date; and                                                           
- the call options granted to the scheme participants represent approximately   
6% of the issued share capital of Bidvest.                                      
     The difference is equal to the value of a call option on 9% of the         
Bidvest shares held by a scheme participant.                                    
6. SALIENT DATES AND TIMES PERTAINING TO THE SCHEME     2003                    
Last day to trade Bidvest shares on the JSE in order to be                      
recorded in the register on the voting record date        Thursday, October 30  
Voting record date in order to be able to vote at the                           
scheme meeting and general meeting                        Thursday, November 6  
Last day to lodge forms of proxy for the scheme meeting                         
(by 9:00) and the general meeting by 10:00                  Friday, November 7  
Scheme meeting held (at 9:00)                              Monday, November 10  
General meeting held (at 10:00 or immediately after the                         
conclusion of the scheme meeting, whichever is the later)  Monday, November 10  
Publish results of scheme meeting on SENS (expected date)  Monday, November 10  
Publish results of scheme meeting                                               
in the press (expected date)                              Tuesday, November 11  
Court hearing to sanction the scheme (at 10:00 or as soon                       
thereafter as Counsel may be heard in the High Court                            
of South Africa (Transvaal Provincial Division))          Tuesday, November 18  
Publish results of Court hearing                        Wednesday, November 19  
Expected last day to trade Bidvest shares on the JSE in                         
order to be recorded in the register on the record date                         
of the scheme                                              Friday, November 28  
Expected date of listing the BidBEE securities and the                          
call options on the JSE and the date from which trading                         
in the BidBEE will commence                                 Monday, December 1  
Expected record date of the scheme to determine                                 
participation in the scheme                                 Friday, December 5  
Expected operative date of the scheme from the                                  
commencement of business                                    Monday, December 8  
Expected date from which the scheme consideration and the                       
call options will be made available or posted to certificated                   
scheme participants (if documents of title are received on or                   
prior to the record date of the scheme) or, failing that,                       
within five business days of receipt of the relevant documents                  
of title by the transfer secretaries                        Monday, December 8  
Dematerialised scheme participants will have the BidBEE                         
securities and the call options credited to their safe custody                  
account held at their CSDP or broker                        Monday, December 8  
                                                                          2006  
Expected date of notice reminding the holders of the call options               
of the final exercise of the call options, published in the press               
and on SENS                                              Wednesday, November 1  
Expected last date to exercise call options by 14:30        Friday, December 8  
Expected date of settlement of the BidBEE securities to                         
securities holders                                        Tuesday, December 12  
Expected date of listing of shares allotted and issued as                       
a result of the exercise of the call options            Wednesday, December 13  
7.     SUSPENSIVE CONDITIONS                                                    
     The scheme is subject to the fulfilment of various suspensive conditions   
before it becomes operative. These conditions are:                              
- in accordance with the requirements of section 311 of the Act:                
- the scheme is approved at the scheme meeting by a majority representing     
not less than three-fourths of the votes exercisable by scheme members present  
and voting either in person or by proxy at the scheme meeting.;                 
  - the Court sanctioning the scheme; and                                       
- a certified copy of the Order of Court sanctioning the scheme being lodged  
with, and registered by, the Registrar;                                         
  - the granting of a listing by the JSE of the BidBEE securities and the call  
options. The JSE has, subject to the fulfilment of all the conditions           
precedent, granted approval for the listing of the BidBEE securities and the    
call options;                                                                   
- any other regulatory approvals or consents necessary to implement the scheme  
being obtained in unqualified form, including but not limited to approvals and  
consents from the JSE and the Exchange Control department of the South African  
Reserve Bank;                                                                   
- the passing of the resolution to be proposed at the general meeting to be     
held immediately after the scheme meeting; and                                  
- the signing of a relationship agreement governing the relationship inter      
alia between Bidvest, Dinatla and the core shareholders of Dinatla.             
     Bidvest has undertaken to announce on SENS and in the press confirmation   
of the fulfilment of the suspensive conditions as soon as possible after such   
fulfilment.                                                                     
8.     INFORMATION RELATING TO BIDBEE                                           
     BidBEE was incorporated in South Africa on August 7 2003. Miranda          
Feinstein, a director of Edward Nathan & Friedland (Proprietary) Limited, will  
be the shareholder of Newshelf 732 (Proprietary) Limited (Registration number   
2003/018913/07), which will in turn be the only shareholder of BidBEE. In view  
of the structure of BidBEE referred to below and since it will have no assets   
other than the Dinatla indebtedness, which it will have to use to settle the    
BidBEE securities, there is no possibility of the issued share in BidBEE ever   
being worth more than the par value thereof.                                    
     In order to enable Dinatla to have the benefits of the protections under   
section 53(a) of the Act (as regards the restrictions in its memorandum of      
association limiting its powers to undertake transactions other than those      
envisaged by the scheme), BidBEE has issued to Dinatla one redeemable           
preference share, which Dinatla may not transfer. The preference share will be  
redeemed at R1,00. The preference share is not entitled to any votes unless a   
resolution is proposed for a distribution to BidBEE"s ordinary shareholder or   
the preference dividend or redemption payment remains in arrear.                
     Edward Nathan & Friedland (Proprietary) Limited is the trustee to BidBEE.  
9.     INFORMATION RELATING TO DINATLA                                          
Dinatla, a company owned by a consortium of prominent entrepreneurial      
black businesses and the Bidvest Dinatla Trust was incorporated in South        
Africa on September 29 2003. The Bidvest Dinatla Trust is a trust to be formed  
for the purpose of uplifting Bidvest employees and their dependants who are     
predominantly historically disadvantaged individuals.                           
     In order to enable Bidvest and BidBEE to have the benefits of the          
protections under section 53(a) of the Act (as regards the restrictions in its  
memorandum of association limiting its powers to undertake transactions other   
than those envisaged by the scheme), Dinatla has issued to Bidvest 1 A and to   
BidBEE 1 B redeemable preference share with par values of R1,00 each. The       
preference shares are not entitled to any votes unless a resolution is          
proposed for a distribution of any nature to Dinatla"s ordinary shareholders    
other than as contemplated in the scheme, or a distribution of a preference     
dividend, or an redemption payment remains in arrear, or the protections under  
section 53(a) are sought to be amended without the requisite approvals.         
10.     DIRECTORS                                                               
Full names     Age     Qualifications                 Address                   
BidBEE                                                                          
Peter Nyman    58      CA(SA), ACMA, HDip Tax Law     Bidvest House             
                                                      18 Crescent Drive         
Melrose Arch,             
                                                      Melrose                   
                                                      2196                      
Mafika Sihlali 35       BA.LLB                        18 Clydesdale Road        
Crystal Park              
                                                      1515                      
Guy Smith      72       B.Comm. CA(SA)                48 5th Avenue             
                                                      Illovo                    
2196                      
Dinatla                                                                         
Lionel Jacobs  59       B. Comm. MBA.                 Tuscany Office Park       
                                                      Coombe Place              
Rivonia                   
                                                      2128                      
Tania Slabbert 35       MBA (OU, UK 1998), BA         Dunkeld Court             
                                                      16 North Road             
Dunkeld West              
                                                      2196                      
11.     SHARE CAPITAL OF BIDBEE                                                 
     Authorised and issued share capital                                        
The authorised and issued share capital of BidBEE, before and after the    
issue of the BidBEE securities, assuming that the scheme becomes operative, is  
set out below:                                                                  
                                                                             R  
Before the scheme                                                               
Authorised share capital                                                        
1 000 ordinary shares of R1,00 each                                      1 000  
1 redeemable preference share of R1,00                                       1  
Total authorised share capital                                           1 001  
Issued share capital                                                            
1 ordinary share of R1,00                                                    1  
1 redeemable preference share of R1,00                                       1  
Total issued share capital                                                   2  
After the scheme                                                                
Authorised share capital                                                        
1 000 ordinary shares of R1,00 each                                      1 000  
1 redeemable preference share of R1,00                                       1  
Total authorised share capital                                           1 001  
Issued share capital                                                            
1 ordinary share of R1,00                                                    1  
1 redeemable preference share of R1,00                                       1  
Total issued share capital (including share premium)                         2  
BidBEE securities                                                            R  
Before the scheme                                                               
Issued                                                                          
0 BidBEE securities                                                          -  
                                                                             -  
After the scheme                                                                
Issued                                                                          
45 000 000 BidBEE securities                                         1 890 000  
Total BidBEE securities                                              1 890 000  
12.     SALIENT FEATURES OF THE BIDBEE SECURITIES                               
The BidBEE securities are asset-backed securities in terms of the JSE      
Listings Requirements. The BidBEE securities:                                   
- are backed by the scheme shares in terms of the pledge;                       
- will rank pari passu with one another;                                        
- will receive any specified distributions and will be entitled to participate  
in rights offers;                                                               
- will receive the fixed interest, namely if Dinatla settles the Dinatla        
indebtedness:                                                                   
1.     (or the relevant part thereof, if the Dinatla resolutive condition is    
waived only in part) on or after the specified date but before the 2nd          
business day after the specified date, the amount of interest (which shall      
accrue on the 1st business day after the specified date being the date upon     
which the calculated value is ultimately determinable) calculated on the        
Dinatla indebtedness (or the relevant part thereof, if the Dinatla resolutive   
condition is waived only in part) for one day, namely the 1st business day      
after the specified date at a rate equal to the overnight call rate of the      
SBSA applicable on the 1st business day after the specified date in respect of  
money deposited with SBSA on overnight call;                                    
2.     prior to the specified date, the amount of interest (which shall accrue  
on the 1st business day succeeding the transaction end date being the date      
upon which the calculated value is ultimately determinable) calculated on the   
Dinatla indebtedness for one day, namely the 1st business day after the date    
of settlement of the Dinatla indebtedness ("transaction end date") at a rate    
equal to the overnight call rate of SBSA applicable on the 1st business day     
after the transaction end date in respect of money deposited with SBSA on       
overnight call.                                                                 
     As regards any amount paid in cash by Dinatla to BidBEE, BidBEE shall      
invest same with SBSA on overnight call until such time as same together with   
the interest accruing thereon, shall be paid to the securities holders, which   
shall be as soon as possible after receipt thereof by BidBEE.                   
     If the Dinatla indebtedness is not settled in full (or in part, if the     
Dinatla resolutive condition, described in paragraph 4.1, is fulfilled and      
waived only in part), on the settlement date, the Dinatla indebtedness shall    
in addition bear mora interest, provided that the mora interest will be         
suspended in certain circumstances while the adjustment of the minimum and      
maximum price is being settled.                                                 
12.1     Entitlement to specified distributions                                 
     As regards any specified distributions, Dinatla will be entitled to        
receive them as the holder of the scheme shares but will be deemed, during the  
transaction period, to have renounced them in favour of BidBEE, which will in   
turn onward renounce them to the securities holders. The specified              
distributions will not be paid by Bidvest to Dinatla but will be paid by        
Bidvest as agent on behalf of Dinatla and BidBEE directly to the securities     
holders recorded in the register on the record date for the specified           
distribution in question.                                                       
12.2     Entitlement to rights offers                                           
     As regards rights offers, Dinatla will be entitled to receive them as the  
holder of the scheme shares but will be deemed, during the transaction period,  
to have renounced them in favour of BidBEE, which in turn will onward renounce  
them to the securities holders recorded in the registers and sub-registers of   
BidBEE on the record date for the rights offer.                                 
12.3     Entitlement to interest                                                
The BidBEE securities will be interest bearing in that:                    
12.3.1     they will receive on a pro rata basis interest equal to the fixed    
interest which shall accrue on date of receipt from Dinatla of the fixed        
interest, and if appropriate mora interest; plus                                
12.3.2     as regards any amount paid in cash by Dinatla to BidBEE, BidBEE      
shall invest same with SBSA on overnight call until such time as same together  
with the interest accruing thereon, shall be paid to the securities holders,    
which shall be as soon as possible after receipt thereof by BidBEE. The         
overnight call rate of SBSA in the event of any dispute shall be certified by   
any manager of SBSA whose appointment need not be proved.                       
12.4     Voting rights                                                          
     At a meeting of securities holders properly convened, a resolution put to  
the vote shall be decided by a poll based on the value of the BidBEE            
securities. A 75% majority by value of the BidBEE securities present and        
voting at the meeting shall be required to be voted in favour of any            
resolution. The result of such poll shall be deemed to be the resolution of     
the meeting.                                                                    
13.     LISTING ON THE JSE                                                      
     Application has been made to the JSE to list 45 000 000 BidBEE securities  
on the main board in the Specialist Securities - "Other" sector under the name  
"BDE" (incorrectly referred to in the scheme circular and the prelisting        
statement as the "Investment Products" sector) and to list the 18 000 000 call  
options. The listing is subject to the condition that the scheme is             
implemented. BidBEE will then meet the requirements of the JSE in respect of    
the requisite spread of securities holders.                                     
14.     DOCUMENTATION                                                           
     The documentation relating to the scheme will be posted today, to Bidvest  
shareholders registered at the close of business on Monday, October 20 2003.    
Bidvest shareholders are also referred to the notice of scheme meeting and      
order of court published simultaneously with this announcement.                 
     Copies of the Pre-listing Statement and the Scheme circular may be         
obtained during business hours until Friday, November 18 2003 from:             
-     Investec Securities Limited, 100 Grayston Drive, Sandown, Sandton 2196;   
-     Bidvest, Bidvest House, 18 Crescent Drive, Melrose Arch, Melrose 2196;    
and                                                                             
-     Computershare Limited, 70 Marshall Street, Johannesburg, 2001.            
15.     DEFINITIONS                                                             
15.1     "the Act" means the Companies Act, 1973 (Act 61 of 1973), as amended;  
15.2     "BidBEE securities" means a security issued by BidBEE obliging BidBEE  
to pay to the holder the pro rata portion of the Dinatla indebtedness settled   
by Dinatla;                                                                     
15.3     "calculated value" means the value of a Bidvest share on the JSE       
calculated on a rolling 14-day traded volume weighted average price of the      
Bidvest shares immediately preceding the transaction end date but not less      
than the minimum price nor more than the maximum price;                         
15.4     "call options" means the call options to be granted by Bidvest         
entitling the holders to subscribe in the aggregate for 18 million Bidvest      
shares;                                                                         
15.5     "Dinatla indebtedness" means the obligation to pay by the settlement   
date the calculated value multiplied by 45 million;                             
15.6     "JSE" means the JSE Securities Exchange South Africa;                  
15.7     "maximum price" means R60,00 per scheme share subject to adjustment    
having regard to specified distributions, rights offers and capital             
restructurings;                                                                 
15.8     "minimum price" means R42,00 per scheme share subject to adjustment    
having regard to specified distributions, rights offers and capital             
restructurings;                                                                 
15.9     "operative date" means the operative date of the scheme which is       
expected to be December 8 2003;                                                 
15.10     "the scheme" means the scheme of arrangement in terms of section 311  
of the Act proposed by Dinatla between Bidvest and the scheme members to which  
BidBEE is a party;                                                              
15.11     "scheme consideration" means one BidBEE security for every scheme     
share disposed of;                                                              
15.12     "scheme members" means persons registered as members of Bidvest       
other than BB Investment Company (Proprietary) Limited, on Thursday, November   
6 2003, entitled to vote at the scheme meeting;                                 
15.13     "scheme participants" means persons registered as members of Bidvest  
other than BB Investment Company (Proprietary) Limited (a wholly-owned          
subsidiary of Bidvest holding treasury stock), on Friday December 5 2003, who   
will dispose of the scheme shares in consideration for the scheme               
consideration and who will also receive the call options;                       
15.14     "scheme shares" means 45 000 000 Bidvest ordinary shares;             
15.15     "securities holders" means the holders of BidBEE securities;          
15.16     "settlement date" means the first business day after the specified    
date which is expected to be Tuesday, December 12 2006;                         
15.17     "specified date" means the first business day following the third     
anniversary of the operative date which is expected to be Monday, December 11   
2006;                                                                           
15.18     "specified distributions" means special distributions paid by the     
Bidvest on the scheme shares up to the specified date, other than normal        
dividend distributions (which normal dividend distributions may include         
distributions from Bidvest"s share premium account);                            
15.19     "strike price" means R60,00 per Bidvest share which is subject to     
adjustment if the capital structure of Bidvest changes during the transaction   
period;                                                                         
15.20     "transaction period" means the period ending on the specified date    
unless Dinatla settles the Dinatla indebtedness earlier when it will be that    
date.                                                                           
Sandton                                                                         
October 24 2003                                                                 
Investment bank and                                                             
transaction adviser                                                             
Investec Corporate Finance                                                      
Investec Bank Limited                                                           
 (Registration number 1969/004763/06)                                           
Corporate law advisers to the transaction                                       
Edward Nathan & Friedland (Pty) Ltd                                             
Corporate Law advisers & Consultants                                            
(Registration number 1999/026464/07)                                            
Werksmans Incorporated                                                          
(Registration number 1990/007215/21)                                            
Lead sponsor to Bidvest                                                         
Investec Securities Limited                                                     
Member of the JSE                                                               
(Registration number. 1972/008905/06)                                           
Joint sponsor to Bidvest                                                        
Deutsche Securities                                                             
Member of the Deutsche Bank Group                                               
Deutsche Securities (SA) (Proprietary) Limited                                  
(Registration number 1995/011798/07)                                            
Reporting accountant and auditor                                                
KPMG                                                                            
Attorneys for the scheme                                                        
Knowles Husain Lindsay Inc                                                      
Attorneys                                                                       
(Registration number 2000/000004/21)                                            
Independent advisor                                                             
Nedbank Corporate                                                               
Date: 24/10/2003 07:45:43 AM Supplied by www.sharenet.co.za                     
Produced by the JSE SENS Department                                             
                                                                                
                                                                                
                                                                                


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