THE BIDVEST GROUP LIMITED - Fulfillment of certain conditions precedent

Fulfillment of certain conditions precedent

Amalgamated Appliance Holdings Limited                     The Bidvest Group Limited
Incorporated in the Republic of South Africa               Incorporated in the Republic of South Africa
(Registration number 1997/004130/06)                       (Registration number 1946/021180/06)
Share code: AMA ISIN: ZAE000012647                         Share code: BVT ISIN: ZAE000117321
(“AMAP” or “the Company”)                                  (“Bidvest”)


JOINT ANNOUNCEMENT – UPDATE IN RESPECT OF CERTAIN CONDITIONS PRECEDENTS
BEING FULFILLED REGARDING THE FIRM INTENTION BY BIDVEST TO MAKE AN OFFER TO
ACQUIRE THE ENTIRE ISSUED ORDINARY SHARE CAPITAL OF AMAP THAT IT DOES NOT
ALREADY OWN




1.    INTRODUCTION


      Further to the announcement, dated 28 November 2012, where AMAP shareholders were
      advised that on 23 November 2012 the Board of Directors of AMAP (“the Board”) received a
      firm intention (“the firm intention”) from Bidvest to acquire the entire issued share capital of
      AMAP that it does not already own for an offer consideration of R3.50 per AMAP ordinary
      share (“the Offer” or “the Transaction”). Bidvest currently owns 58,500,000 shares in AMAP
      which constitutes approximately 27.57% of the issued ordinary share capital of AMAP. The
      firm intention to pursue the Transaction will be implemented by means of a scheme of
      arrangement in terms of section 114 of the Companies Act, 2008 (“the Companies Act”) (“the
      Scheme”).



2.    CONDITIONS PRECEDENT



      2.1     Bidvest confirms that the following conditions precedent applicable to the Transaction
              have been fulfilled to their satisfaction:



              -  there has been no material change in the trading performance of AMAP and its
                 subsidiaries for the period ending 30 November 2012;


              -  the implementation of the Scheme will not materially contravene, violate, cause a
                 default and/or breach of the terms of, and/or otherwise conflict with any material
                 contract to which any company in the AMAP Group is a party.




      2.2     Implementation of the Transaction remains subject to the fulfilment or waiver of the
              following conditions precedent by no later than 30 June 2013:
              Receipt of regulatory approvals, including but not limited to:



              -  the JSE;

              -  the Take-Over Regulation Panel (the “TRP”) (in terms of a compliance certificate
                 to be issued in terms of the Companies Act in relation to the Scheme);

              -  the South African Reserve Bank; and

              -  the Competition Authorities.



              The Scheme shall be used as the mechanism to implement the Transaction. The
              Scheme shall in addition to the conditions precedent as set out above, be subject to
              the fulfilment or waiver (in whole or in part) of the following additional conditions
              precedent:


              -  the approval of the Scheme by the requisite majority of AMAP shareholders, as
                 contemplated in section 115 (2) of the Companies Act, and to the extent required,
                 the approval of the implementation of such resolution by the Court;


              -  within 30 business days following the AMAP shareholders meeting convened to
                 approve the Scheme (“Scheme Meeting”), AMAP shareholders exercise appraisal
                 rights in terms of section 164 of the Companies Act by giving valid demands in
                 terms of section 164 (7) of the Companies Act, in respect of no more than 5% of
                 the issued ordinary shares of AMAP, provided that, in the event that AMAP
                 shareholders give notice objecting to the Scheme in terms of section 164 (3) of
                 the Companies Act and/or vote against the resolutions proposed at the Scheme
                 Meeting in respect of no more than 5% of the issued ordinary shares of AMAP,
                 this condition shall be deemed to have been fulfilled at the time of the Scheme
                 Meeting.


The Conditions Precedent other than of a regulatory nature are stipulated for the benefit of
Bidvest, who alone shall be entitled, in writing only, to waive the same or extend the date by
which they are or anyone of them is to be fulfilled.



4     CIRCULAR TO SHAREHOLDERS



      A circular relating to the Transaction incorporating the terms of the Scheme of Arrangement
      and a notice of general meeting and form of proxy will be posted to shareholders in due
      course.




Johannesburg
21 December 2012
Transaction advisor and Sponsor to AMAP: Bridge Capital Advisors (Proprietary) Limited
Legal Advisor to AMAP: Eversheds
Investment Bank, Sponsor and Transaction Advisor to Bidvest: Investec Bank Limited
Legal Advisor to Bidvest: ENS

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