| Tue 25 May 2004, 11:20 | | OFFER TO BIDCORP PLC MINORITIES |
|
Offer To Bidcorp Plc (`BIDCORP`) Minorities By Scheme Of Arrangement
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 BIDCORP PLC (`BIDCORP`) MINORITIES BY SCHEME OF ARRANGEMENT
Shareholders attention is drawn to the fact that The Independent Directors of
Bidcorp and the board of Bidvest announce that they have reached agreement on
the terms of a recommended proposal, under which Bid Services Division (UK)
Limited (`BSD`) (a wholly-owned subsidiary of Bidvest) will acquire all of the
Bidcorp Shares not already owned by the Bidvest Group at 20 pence per share in
cash. The Proposal is to be effected by way of a scheme of arrangement between
Bidcorp and the Scheme Shareholders. Bidvest currently owns 145,448,245 Bidcorp
Shares representing approximately 58.6 per cent. of the issued share capital of
Bidcorp.
Transaction highlights
* Under the terms of the Proposal, Scheme Shareholders will receive 20 pence per
Scheme Share in cash, valuing the existing issued share capital of Bidcorp at
approximately GBP49.6 million. The value of the Proposal is approximately
GBP20.6 million (R250 million) before transaction costs.
* The consideration payable to Scheme Shareholders in respect of their Scheme
Shares represents a premium of approximately 15.9 per cent. to the Closing Price
of 17.25 pence per Bidcorp Share on 24 May 2004 (the last practicable business
day prior to this announcement)
* The Independent Directors of Bidcorp unanimously intend to recommend the
Proposal to Bidcorp Shareholders
* Those Independent Directors who own Bidcorp Shares have given irrevocable
undertakings to vote or procure the voting in favour of the resolutions required
to give effect to the Proposal in respect of, in aggregate, 7,577,977 Bidcorp
Shares, representing approximately 3.1 per cent. of the existing issued share
capital of Bidcorp
* Certain institutional Bidcorp Shareholders have given irrevocable undertakings
or letters of intent to vote in favour of the resolutions required to give
effect to the Proposal in respect of, in aggregate, 16,275,363 Bidcorp Shares,
representing approximately 6.6 per cent. of the existing issued share capital of
Bidcorp
* In aggregate therefore, BSD has received irrevocable undertakings or letters
of intent to vote or procure the voting in favour of the resolutions required to
give effect to the Proposal in respect of 23,853,340 Bidcorp Shares,
representing approximately 9.6 per cent. of the existing issued share capital of
Bidcorp and approximately 23.2 per cent. of the Bidcorp Shares not already owned
by the Bidvest Group
* The Scheme will be subject to the approval of Bidcorp shareholders and the
sanctioning of the Scheme by the Courts. The conditions are expected to be
satisfied and the Scheme to become effective in August 2004
Full details of the Scheme will be contained in the Scheme document, due to be
posted to Bidcorp shareholders on or about mid June 2004.
Definitions used in this announcement have the same meaning as those used in the
announcement made by Bidcorp and Bidvest to the London Stock Exchange today.
The proposal by Bidvest or BSD to acquire the minority shareholdings in Bidcorp
will be subject to the City Code. Under the rules of the City Code, there are
certain dealing disclosure requirements which apply in respect of dealings in
relevant securities during an offer period. An offer period is deemed to have
commenced with immediate effect by virtue of this announcement. As a result,
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 Bidcorp, owns or controls, or becomes the owner or controller,
directly or indirectly of one per cent. or more of any class of securities of
Bidcorp is generally required under the provisions of Rule 8 of the City Code to
notify a Regulatory Information Service and the Panel of every dealing in such
securities until such time as the offer period ends for the purposes of the City
Code.
Dealings by Bidvest, Bidcorp or their respective `associates` (within the
definitions set out in the City Code) in any class of securities of Bidcorp must
also be disclosed. Please consult your financial adviser immediately if you
believe that this rule may be applicable to you.
Sandton
25 May 2004
ENQUIRIES:
Bidvest
Brian Joffe (Chairman)
Tel: + 27 (0) 11 772 8704
David Cleasby (Investor Relations)
Tel: +27 (0) 11 772 8706
HSBC Bank plc
Jan Sanders
Marcus Ayre
Tel +44 (0) 207 991 8888
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 BSD and Bidvest and no one else in
connection with the Proposal and will not be responsible to anyone other than
BSD and Bidvest for providing the protections afforded to customers of HSBC Bank
plc or for providing advice in relation to the Proposal or any other matter
referred to in this announcement.
Date: 25/05/2004 09:06:40 AM Produced by the JSE SENS Department
