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McCarthy Limited - Bidvest Proposal: opinion and recommendations and further
cautionary announcement
McCarthy Limited
(Incorporated in the Republic of South Africa)
(Registration number 1991/003245/06)
("McCarthy" or "the company")
Ordinary shares: JSE code: MCCISIN: ZAE000034823
Preference shares: JSE code: MCCPISIN: ZAE000034831
Bidvest Proposal - opinion and recommendations and further cautionary
announcement
INTRODUCTION
In an announcement dated 5 November 2003 ("the initial announcement"), holders
of McCarthy ordinary shares and preference shares ("shareholders") were advised
that The Bidvest Group Limited ("Bidvest") and the major shareholders of the
company, being a consortium of banks ("COB") had entered into an agreement in
terms of which, subject to the fulfilment of certain conditions precedent:
* Bidvest intends to make an offer to acquire all the ordinary shares of the
company, subject to various adjustments as set out in the initial announcement,
at 33 cents per ordinary share, either by means of a Scheme of Arrangement in
terms of Section 311 of the Companies Act, Act 61 of 1973, as amended ("the
Act") or via an offer to ordinary shareholders in terms of Section 440(A) of the
Act (the "ordinary share offer");
* the COB has irrevocably undertaken to accept the ordinary share offer in
respect of their ordinary shares, representing 88.27% of the issued ordinary
shares;
* Bidvest has agreed to acquire the preference shares held by the COB,
representing 99.69% of the issued preference shares, subject to various
adjustments as set out in the initial announcement, at 33 cents per preference
share ("the preference share acquisition"); and
* in respect of the balance of the preference shares, Bidvest shall make an
offer in terms of the Securities Regulation Code on Takeovers and Mergers and
the Rules of the Securities Regulation Panel, to the McCarthy preference
shareholders other than the COB,collectively, "the Bidvest Proposal".
Shareholders are reminded, however, that Bidvest has not yet delivered a letter
to the McCarthy board of directors ("the Board") setting out its firm intention
to make an offer.
OPINION AND RECOMMENDATIONS
Nedbank Corporate (a division of Nedbank Limited), acting as independent
financial advisor to the Board, has considered the terms and conditions of the
Bidvest Proposal and is of the opinion that the ordinary share offer price and
the preference share acquisition price are not fair and reasonable to
shareholders and has advised the Board accordingly. Nedbank Corporate has
informed the Board that it would have considered the terms and conditions of the
Bidvest Proposal fair and reasonable had the ordinary share offer price and the
preference share acquisition price been equal to a minimum of 37 cents per
ordinary and preference share (all other terms and conditions remaining the
same).
As the Board has not received a letter from Bidvest setting out its firm
intention to make an offer, it cannot make any recommendation to shareholders at
this time.
The attention of shareholders is further drawn to the fact that, in terms of the
agreement between Bidvest and the COB, the COB has irrevocably undertaken to not
accept any increase in an ordinary share offer price of 33 cents per ordinary
share should Bidvest elect to increase it.
Further cautionary announcement
Shareholders are advised to continue exercising caution when dealing in the
company"s securities until a further announcement is made.
Durban
12 December 2003
Independent financial Sponsor Legal adviser to
advisor and transaction McCarthy
sponsor
Nedbank Corporate Rand Merchant Bank Cox Yeats
(A division of
FirstRand Bank Limited)
Date: 12/12/2003 05:43:03 PM Produced by the JSE SENS Department
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