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BDEO NMS BVT
BVT NMS
Bidvest /Namsea - Voluntary Offer to All Shareholders of Namsea Other Than
Bidvest
The Bidvest Group Limited
(Incorporated in the Republic of South Africa)
(Registration number 1946/021180/06)
(Share Code: BVT
ISIN: ZAE000050449)
("Bidvest")
Namibian Sea Products Limited
(Incorporated in the Republic of Namibia)
(Registration number 709/1953)
(South African share code: NMS)
(Namibian share code: NAS & ISIN: NA0008640246)
("Namsea")
VOLUNTARY OFFER TO ALL SHAREHOLDERS OF NAMSEA OTHER THAN BIDVEST
1. Introduction
Shareholders are referred to the announcement by Namsea on March 27
2006, announcing that Bidvest increased its shareholding in Namsea
from 30,0% to 65,0% through the acquisition of Namsea shares at a
price of 15,0 cents per share. Bidvest would like to extend a
voluntary offer ("the offer") to all the Namsea shareholders, other
than Bidvest, to acquire the remaining Namsea shares not already held
by Bidvest ("the offer shares"), being approximately 40,7 million
shares.
2. The offer
a. Terms of the offer
The consideration payable will be 15,0 cents per offer share,
payable in cash ("the offer consideration") amounting to a total
consideration of approximately R6,1 million.
b. Section 321 of the Namibian Companies Act
In the event that acceptances in terms of the offer are received
in respect of not less than nine-tenths of the offer shares,
Bidvest may elect to invoke the provisions of section 321 of the
Namibian Companies Act, 61 of 1973 (as amended) ("the Namibian
Companies Act") in order to acquire the offer shares in respect
of which acceptances have not been received, compulsorily.
c. Take-over offer and statement
Bidvest has lodged with the Namibian Registrar of Companies the
offer letter setting out the terms of the offer and other take-
over information required by section 315 of the Namibian
Companies Act.
d. Namsea options
Should the provisions of Section 321 of the Namibian Companies
Act be invoked, acceptable arrangements will be made in so far as
to ensure such option holders are not prejudiced in any way.
e. Conditions precedent
The offer is subject to the approval, to the extent legally
required, by any regulatory authorities.
3. Timing
The offer will be open from Monday, May 22 2006 and the latest date on
which the offer will close is Friday, September 22 2006. A further
announcement regarding the closing date will be made once the offer
becomes unconditional.
An offer document will be distributed to all Namsea shareholders by
Monday, May 22 2006 and will contain an opinion from the directors of
Namsea on the offer. Shareholders are advised to exercise caution
when dealing in their Namsea shares until publication of the offer
document.
Johannesburg
May 9 2006
Lead sponsor to Joint sponsor to
Investment bank Bidvest Bidvest
(Investec Corporate (Investec Bank (Deutsche
Finance) Limited) Securities)
Transaction law South African
advisor to Bidvest sponsor to Namsea Namibian Sponsor to
Namsea
(Werksmans) (PSG Capital) (Investment house
Namibia)
Date: 09/05/2006 04:36:09 PM Produced by the JSE SENS Department
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