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Bidvest / Dinatla / BidBEE Limited - Fulfilment Of The Remaining Condition
Precedent To The Scheme And Finalisation
Announcement
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 (Proprietary) Limited
(Incorporated in the Republic of South Africa)
(Registration number 2003/023927/07)
("Dinatla")
BidBEE Limited
(Incorporated in the Republic of South Africa)
(Registration number 2003/018861/06)
Securities code: BDE
("BidBEE")
FULFILMENT OF THE REMAINING SUSPENSIVE CONDITION TO THE SCHEME AND FINALISATION
ANNOUNCEMENT
FULFILMENT OF THE REMAINING SUSPENSIVE CONDITION TO THE SCHEME
Further to the announcement published on the Securities Exchange News Service
("SENS") of the JSE Securities Exchange South Africa ("JSE") on Tuesday,
November 18 2003, Investec Bank Limited is authorised to announce that the
remaining suspensive condition to the scheme of arrangement ("the scheme")
proposed by Dinatla between Bidvest and the holders of ordinary shares in
Bidvest, other than BB Investment Company (Proprietary) Limited, ("scheme
participants") has now been fulfilled. The Order of the Court sanctioning the
scheme has been registered with the Registrar of Companies.
FINALISATION OF THE TABLE OF ENTITLEMENTS
Scheme participants are referred to the table of entitlements set out in
Annexure IV to the circular sent to Bidvest shareholders dated October 24 2003.
The number of Bidvest shares which a scheme participant will dispose of ("scheme
shares"), will be determined by multiplying the number of Bidvest shares held by
the scheme participant by 0.15019. Accordingly Scheme participants will dispose
of 15.019 Bidvest shares for every 100 Bidvest shares held. Scheme participants
will receive one BidBEE security in exchange for each scheme share disposed of.
The number of call options to which a scheme participant will be entitled, will
be determined by multiplying the number of Bidvest shares held by the scheme
participant by 0.06007. Accordingly, scheme participants will receive 6.007
call options for every 100 Bidvest shares held.
If a scheme participant is required to dispose of a fraction of a scheme share
or becomes entitled to receive a fraction of a call option then such fraction
shall be:
rounded up to the nearest scheme share or call option, if the fraction is equal
to or greater than half of a scheme share or call option; and
rounded down, if the fraction is less than half of a scheme share or call
option.
SALIENT DATES
2003
Last day to trade Bidvest shares on the Friday, November 28
JSE in order to be recorded in the
register on the record date of the scheme
Bidvest shares commence trading ex the Monday, December 1
disposal of the scheme shares to Dinatla
and the entitlement to the BidBEE
securities and call options
Date of listing the BidBEE securities and Monday, December 1
the call options on the JSE and the date
from which trading in the BidBEE will
commence
Record date of the scheme to determine Friday, December 5
participation in the scheme
Operative date of the scheme from the Monday, December 8
commencement of business
Date from which the scheme consideration Monday, December 8
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 Computershare
Limited
Dematerialised scheme participants will Monday, December 8
have the BidBEE securities and the call
options credited to their safe custody
account held at their Central Securities
Depository Participant or broker
Share certificates in Bidvest may not be dematerialised or rematerialised
between Monday, December 1 2003 and Friday, December 5 2003, both days
inclusive.
Johannesburg
November 21 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 accountants and auditors
KPMG
Attorneys for the scheme
Knowles Husain Lindsay Inc
Attorneys
(Registration number 2000/000004/21)
Independent advisor
Nedbank Corporate
Date: 21/11/2003 11:15:05 AM Produced by the JSE SENS Department
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