POWER TECHNOLOGIES LIMITED
(REGISTRATION NUMBER 05/22346/06)
("POWERTECH")
VOLTEX HOLDINGS LIMITED
(REGISTRATION NUMBER 81/06220/06)
("VOLTEX")
THE BIDVEST GROUP LIMITED
(REGISTRATION NUMBER 05/21180/06)
("BIDVEST")
CAUTIONARY ANNOUNCEMENT TO VOLTEX SHAREHOLDERS
1. PROPOSED POOLING AGREEMENT BETWEEN BIDVEST AND POWERTECH IN RESPECT OF VOLTE
FURTHER TO THE VOLTEX CAUTIONARY ANNOUNCEMENT PUBLISHED ON 24 NOVEMBER 1998
SHAREHOLDERS ARE ADVISED THAT:
1.1 POWERTECH HAS ACQUIRED A FURTHER 7,7% OF THE ISSUED SHARE CAPITAL OF VOLTEX
THEREBY INCREASING ITS HOLDING TO APPROXIMATELY 33,5% OF THE ISSUED SHARE
CAPITAL OF VOLTEX;
1.2 BIDVEST HAS ACQUIRED APPROXIMATELY 29,4% OF THE ISSUED SHARE CAPITAL OF
VOLTEX;
1.3 BIDVEST AND POWERTECH HAVE AT THIS POINT IN TIME AGREED IN PRINCIPLE TO
EQUALISE AND POOL THEIR RESPECTIVE SHAREHOLDINGS IN VOLTEX, AMOUNTING,
INITIALLY, IN AGGREGATE TO APPROXIMATELY 62,9% OF THE ISSUED SHARE CAPITAL OF
VOLTEX;
1.4 BIDVEST AND POWERTECH ARE NOW IN THE PROCESS OF NEGOTIATING
A BINDING AGREEMENT ("THE POOL AGREEMENT") RELATING TO THEIR INTERESTS IN
VOLTEX AND THEY ENVISAGE THAT THIS WILL BE CONCLUDED BY 25 JANUARY 1999;
1.5 SUBJECT TO THE POOL AGREEMENT BEING CONCLUDED, BIDVEST'S MANAGEMENT AND
DISTRIBUTION EXPERTISE WILL BE INTRODUCED TO COMPLEMENT THAT OF VOLTEX, WHICH
WILL ALSO FURTHER BENEFIT FROM POWERTECH'S TECHNOLOGY AND PRODUCT EXPERTISE; AN
1.6 THE BOARD OF DIRECTORS OF VOLTEX HAS BEEN CONSTITUTED TO INCLUDE EQUAL
REPRESENTATION BY BIDVEST AND POWERTECH. IN THIS REGARD BRIAN JOFFE AND DAVID
ROSEVEAR HAVE BEEN APPOINTED DIRECTORS OF VOLTEX, JOINING BILL VENTER, ROBERT
VENTER, JOE PAMENSKY AND BILL MCCARROLL ON THE BOARD UNDER THE CHAIRMANSHIP OF
MYRON BERZACK.
2. POSSIBLE OFFER TO THE VOLTEX MINORITY SHAREHOLDERS
2.1 SUBJECT TO THE POOL AGREEMENT BEING CONCLUDED, BIDVEST AND POWERTECH, IN
ACCORDANCE WITH THE SECURITIES REGULATION CODE ON TAKEOVERS AND MERGERS, WILL
EXTEND TO THE MINORITY SHAREHOLDERS OF VOLTEX AN OFFER TO ACQUIRE THEIR SHARES
AT A PRICE OF 200 CENTS PER SHARE, PAYABLE IN CASH ("THE OFFER"). THIS PRICE IS
THE HIGHEST PRICE PAID BY EITHER BIDVEST OR POWERTECH FOR THEIR SHARES IN
VOLTEX DURING THE LAST THREE MONTHS.
2.2 THE ENVISAGED CONCLUSION OF THE POOL AGREEMENT AND SUBSEQUENT POSSIBLE
OFFER WILL BE ANNOUNCED BY NOT LATER THAN 25 JANUARY 1999 AND SUBJECT TO THE
CONCLUSION OF SUCH AGREEMENT, DOCUMENTATION IN RESPECT OF THE OFFER WILL BE
PREPARED AND POSTED TO THE VOLTEX SHAREHOLDERS AS SOON AS POSSIBLE THEREAFTER.
3. VOLTEX SHAREHOLDERS TO EXERCISE CAUTION
IN THE MEANTIME, SHAREHOLDERS SHOULD CONTINUE TO EXERCISE CAUTION IN DEALING IN
THEIR VOLTEX SHARES.
JOHANNESBURG
21 DECEMBER 1998
SPONSORING BROKERS
MERRILL LYNCH
SMITH BORKUM HARE
MERRILL LYNCH SOUTH AFRICA (PTY) LTD
REGISTRATION NO. 95/01805/07
MEMBER OF THE JOHANNESBURG STOCK EXCHANGE
HSBC SIMPSON MCKIE
MEMBER HSBC GROUP
HSBC SIMPSON MCKIE (PTY) LIMITED
MEMBER OF THE JOHANNESBURG STOCK EXCHANGE
REG. NO. 84/0173607
SG FRANKEL POLLAK SECURITIES (PTY) LTD
REG. NO. 96/05886/07
MEMBER OF THE JOHANNESBURG STOCK EXCHANGE
ATTORNEYS TO BIDVEST
WERKSMANS
MERCHANT BANKERS TO BIDVEST
INVESTEC
MERCHANT BANKING
INVESTEC BANK LIMITED
(REGISTRATION NUMBER 69/04763/06)
ADVISERS TO POWERTECH
ALTRON
ALTRON CORPORATE FINANCE AND LEGAL