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BDEO NMS BVT
BVT NMS
Bidvest/ Namsea - Update On Voluntary Offer
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")
UPDATE ON VOLUNTARY OFFER TO ALL SHAREHOLDERS OF NAMSEA OTHER THAN BIDVEST
1. Introduction
Namsea shareholders are referred to the joint announcement by Bidvest
and Namsea dated May 9 2006, regarding a voluntary offer by Bidvest to
all shareholders of Namsea other than Bidvest ("the offer").
All the conditions precedent to the offer have been met and
accordingly, the closing date of the offer will be September 15 2006
("the closing date").
2. Acceptance of the offer
Namsea shareholders are referred to the Namsea interim report
published on SENS on August 29 2006, wherein shareholders were advised
to exercise caution in dealing in Namsea"s securities given the
current potential restructuring and reorganisation of Namsea.
As a result of the potential restructuring and reorganisation, the
directors of Namsea who hold shares in Namsea, directly or indirectly,
believe that they are unable to tender such shares in the offer.
Accordingly Bidvest and Namsea wish to afford all Namsea shareholders
who have already accepted the offer, the opportunity to revoke such
acceptance on or prior to the closing date. Namsea shareholders who
still wish to accept the offer may do so prior to the closing date.
3. Action to be taken by Namsea shareholders
3.1 Namsea shareholders wishing to accept the offer
Namsea shareholders wishing to accept the offer are referred to
the procedures detailed in paragraph 4 of the circular posted to
Namsea shareholders on May 22 2006 and paragraph 4 below.
Namsea shareholders who have offered their shares and have
followed the required procedures referred to above and wish to
proceed with the offer should not take any further action.
3.2 Namsea shareholders wishing to revoke their acceptance of the
offer
3.2.1 Dematerialised Namsea shareholders
Namsea shareholders holding Namsea shares that have
been dematerialised through a Central Securities
Depository Participant ("CSDP") or broker
("dematerialised shareholders") who want to revoke
their acceptance of the offer, should instruct their
duly appointed CSDP or broker to revoke their
acceptance of the offer.
The instruction to revoke their acceptance of the offer
must be provided to the Namsea shareholders" CSDP or
broker, as the case may be, by the cut-off time
required by the CSDP or broker and in any event,
timeously, in order for such CSDP or broker to take the
necessary action to revoke the acceptance of the offer
prior to the closing date. Neither Bidvest nor Namsea
accepts any responsibility and will not be held liable
for any acts or omissions on the part of a CSDP or
broker of a dematerialised Namsea shareholder.
3.2.2 Certificated Namsea shareholders
Namsea shareholders holding Namsea shares that are
represented by a share certificate or other physical
document of title and which have not been surrendered
for dematerialisation ("certificated Namsea
shareholders") who want to revoke their acceptance of
the offer should notify the transfer secretaries in
writing, by hand or by registered mail to:
Delivered to: Posted to:
South African transfer secretaries
Computershare Investor Computershare Investor
Services 2004 Services 2004
(Proprietary) Limited (Proprietary) Limited
Ground Floor P O Box 61763
70 Marshall Street Marshalltown
Johannesburg, 2001 2107
Namibian transfer secretaries
Walvis Bay
Ernst & Young
1st Floor Ernst & Young
Bastos Building P O Box 415
8th Street Walvis Bay
Walvis Bay Namibia
Windhoek
Ernst & Young Ernst & Young
7th Floor P O Box 1857
Metje Behnsen Windhoek
BuildingIndependence Namibia
AvenueWindhoek
so as to be received by not later than 12:00 on the
closing date.
The documents of title surrendered by certificated
Namsea shareholders have been held in trust, at the
Namsea shareholders" risk, by the transfer secretaries
and will be returned by registered post to the
certificated Namsea shareholders in question at the
Namsea shareholders" risk within five business days of
the date upon which the transfer secretaries receive
notification from such Namsea shareholders that they
want to revoke their acceptance of the offer.
4. Salient dates and further documentation
Announcement of the closing date on SENS August 30 2006
Announcement of the closing date in the August 31 2006
press
Last day for Namsea shareholders to trade September 8
in order to be eligible to participate in 2006
the offer
Shares trade ex the right to participate September 11
in the offer from the commencement of 2006
business
Record date on which Namsea shareholders September 15
must be recorded in the register of Namsea 2006
shareholders in order to be eligible to
participate in the offer
Last day for certificated Namsea September 15
shareholders to provide notification 2006
should they want to revoke their
acceptance of the offer (12:00)
Closing date of the offer (12:00) September 15
2006
Results of the offer to be announced on September 18
SENS 2006
Offer consideration credited to the CSDP September 18
or broker, as the case may be, of offer 2006
participants who have dematerialised their
Namsea shares and who have accepted the
offer
Results of the offer to be published in September 19
the press 2006
Offer consideration posted to offer On or before
participants who have not dematerialised September 22
their Namsea shares (if documents of title 2006
are received on or prior to the closing
date) and who accepted the offer
Notes:
1) Share certificates representing Namsea shares may not be
dematerialised or rematerialised between one day after the last
day to trade and the closing date, both days inclusive.
2) The above dates and times are subject to amendment by Bidvest and
Namsea. Any such change will be announced on SENS and published
in the press.
3) Dematerialised Namsea shareholders who wish to accept the offer
are required to notify their duly appointed CSDP or broker of
their intention to accept the offer in the manner and time
stipulated in the agreement governing the relationship between
the dematerialised Namsea shareholder and his CSDP or broker.
4) Certificated Namsea shareholders who wish to accept the offer are
required to complete and return the form of acceptance, surrender
and transfer in accordance with the instructions contained
therein by not later than 12:00 on the closing date.
5) Dematerialised Namsea shareholders who wish to revoke their
acceptance of the offer are required to notify their duly
appointed CSDP or broker of their intention to revoke such
acceptance in the manner and time stipulated in the agreement
governing the relationship between the dematerialised Namsea
shareholder and his CSDP or broker.
6) Certificated Namsea shareholders who wish to revoke their
acceptance of the offer should notify the transfer secretaries in
writing by 12:00 on the closing date
7) All times indicated above are South African and Namibian times.
Walvis Bay Johannesburg
Namsea Bidvest
August 30 2006
Lead sponsor to Joint sponsor to
Investment bank Bidvest Bidvest
(Investec Corporate (Investec Bank (Deutsche
Finance) Limited) Securities)
South African South African
Transaction law sponsor to Namsea Namibian Sponsor to
advisor to Bidvest Namsea
(Werksmans) (PSG Capital) (Investment house
Namibia)
Date: 30/08/2006 05:00:15 PM Produced by the JSE SENS Department
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