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The Bidvest Group Limited - Offer To Bidvest Plc Minorities And Withdrawal Of
Release Date: 05/04/2004 09:02:01 Code(s): BDEO BVT
The Bidvest Group Limited - Offer To Bidvest Plc Minorities And Withdrawal Of
Cautionary Announcement
The Bidvest Group Limited
Incorporated in the Republic of South Africa
Registration number 1946/021180/06
Share code: BVT
ISIN: ZAE000050449
("Bidvest" or "the Company")
OFFER TO BIDVEST PLC MINORITIES AND WITHDRAWAL OF CAUTIONARY ANNOUNCEMENT
Shareholders attention is drawn to the cautionary announcement issued on 5 March
2004 in which Bidvest, which owns 81% of the shares in Bidvest plc ("Bidplc"),
had reached agreement in principle with certain significant minority
shareholders in Bidplc to acquire, subject to the satisfaction of certain pre-
conditions, all of their shares in Bidplc for a price of A$ 6.00, in cash, per
Bidplc share.
The respective boards of directors of Bidvest and Bidplc have reached agreement
on the terms of a recommended cash offer to be made by HSBC Bank plc, on behalf
of Bid Foodservice Products Division (IOM) Limited ("BFPD") (an indirect wholly-
owned subsidiary of Bidvest), to acquire the entire issued and to be issued
share capital of Bidplc ("the offer"), the salient details of which are set out
below.
"Recommended Cash Offer
by
HSBC Bank plc ("HSBC")
on behalf of
Bid Foodservice Products Division (IOM) Limited ("BFPD")
(an indirect wholly-owned subsidiary of The Bidvest Group Limited ("Bidvest"))
for the whole of the issued and to be issued share capital of
Bidvest plc ("Bidplc")
- Recommended cash offer of A$6.00 or 2.48 per Bidplc share being made
by HSBC, on behalf of BFPD, to acquire the whole of the issued and to be issued
share capital of Bidplc
- Shareholders of Bidplc may elect to receive their consideration in
either Australian dollars or pounds sterling
Offer values the existing issued share capital of Bidplc at approximately
A$1,184 million 489 million)
- Offer Price represents a premium of approximately 41.7 per cent. to
the Bidplc weighted average Closing Price of A$4.23 for the 12 months prior to 4
March 2004 (the day prior to the commencement of the Offer Period)
- Commitments received from Bidplc Shareholders representing 92.2 per
cent. of the existing issued share capital of Bidplc to support the Offer
As the details of the offer have been public and posted to shareholders of
Bidplc, caution is no longer required to be exercised by Bidvest shareholders in
dealing in their securities
Sandton
2 April 2004
ENQUIRIES:
Bidvest
Brian Joffe (Chairman)
Tel: + 27 (0) 11 772 8704
David Cleasby (Investor Relations)
Tel: +27 (0) 11 772 8706
Investec Bank Limited HSBC Bank plc
Edward Nathan & Friedland (Pty) Ltd Deutsche Securities SA (Pty) Ltd
HSBC Bank plc, which is regulated in the United Kingdom by the Financial
Services Authority, is acting exclusively for BFPD and Bidvest and no one else
in connection with the Offer and will not be responsible to anyone other than
BFPD and Bidvest for providing the protections afforded to customers of HSBC
Bank plc or for providing advice in relation to the Offer or any other matter
referred to in this announcement.
Carlton Corporate Finance, which is regulated in the United Kingdom by the
Financial Services Authority for the conduct of designated investment business
in the United Kingdom, is acting for Bidplc and no one else in connection with
the Offer and will not be responsible to anyone other than Bidplc for providing
the protections afforded to clients of Carlton Corporate Finance or for giving
advice in relation to the Offer or any other matter referred to in this
announcement.
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