I-FUSION HOLDINGS LIMITED
(INCORPORATED IN THE REPUBLIC OF SOUTH AFRICA)
(REGISTRATION NUMBER 83/13542/06)
("I-FUSION")
THE BIDVEST GROUP LIMITED
(INCORPORATED IN THE REPUBLIC OF SOUTH AFRICA)
(REGISTRATION NUMBER 05/21180/06)
("BIDVEST")
SALIENT DATES OF THE CONDITIONAL OFFER BY BIDVEST TO ACQUIRE ALL OR A PORTION
OF THE ISSUED SHARES OF I-FUSION
1. INTRODUCTION
FURTHER TO THE ANNOUNCEMENT DATED 15 MAY 2000, INVESTEC BANK LIMITED IS
AUTHORISED TO ANNOUNCE THAT, I-FUSION HAS UNDERTAKEN TO ISSUE 71 428 571
I-FUSION SHARES AT 70 CENTS PER I-FUSION SHARE TO BIDVEST IN TERMS OF A
SPECIFIC ISSUE OF SHARES FOR CASH FOR R50 MILLION, IN AGGREGATE, ("SPECIFIC
ISSUE OF SHARES FOR CASH") SUBJECT TO SHAREHOLDERS' APPROVAL, FOLLOWING WHICH
AND SUBJECT TO CERTAIN CONDITIONS, BIDVEST WOULD OFFER TO ACQUIRE FROM THE
I-FUSION SHAREHOLDERS, ALL OR A PORTION OF THEIR I-FUSION SHARES IN TERMS OF
THE OFFER OR THE ALTERNATIVE OFFER AS DETAILED IN THE ANNOUNCEMENT DATED 15 MAY
2000.
I-FUSION SHAREHOLDERS DO NOT HAVE TO ACCEPT THE OFFER OR THE ALTERNATIVE OFFER
AS BIDVEST INTENDS TO RETAIN THE LISTING OF I-FUSION ON THE JOHANNESBURG STOCK
EXCHANGE ("JSE"). IN ORDER TO IMPLEMENT THE SPECIFIC ISSUE OF SHARES FOR CASH,
THE OFFER AND THE ALTERNATIVE OFFER, I-FUSION INTENDS TO, INTER ALIA:
* AMEND ITS ARTICLES OF ASSOCIATION TO ALLOW FOR A REDUCTION OF CAPITAL TO BE
IMPLEMENTED BY DIRECTORS "OR SHAREHOLDERS" RESOLUTION;
* REDUCE THE PAR VALUE OF ITS SHARES FROM 70 CENTS PER I-FUSION SHARE TO 0,1
CENT PER I-FUSION SHARE;
* INCREASE ITS AUTHORISED SHARE CAPITAL TO R1 000 000 DIVIDED INTO 1 000 000
000 I-FUSION ORDINARY SHARES OF 0,1 CENT EACH BY THE CREATION OF 925 273 840
I-FUSION ORDINARY SHARES OF 0,1 CENT EACH; AND
* AMEND THE I-FUSION SHARE SCHEME ("THE TRANSACTIONS").
2 SALIENT DATES
2000
OFFER AND ALTERNATIVE OFFER OPENS AT 09:30 ON THURSDAY, 15 JUNE
LAST DAY FOR RECEIPT OF FORMS OF PROXY IN RESPECT OF
THE GENERAL MEETING OF I-FUSION SHAREHOLDERS
BY NOT LATER THAN 09:30 ON THURSDAY, 6 JULY
GENERAL MEETING OF I-FUSION SHAREHOLDERS
TO BE HELD AT 09:30 ON FRIDAY, 7 JULY
ANNOUNCEMENT IN RESPECT OF THE FULFILMENT OF
SUSPENSIVE CONDITIONS AND RESULTS OF GENERAL MEETING
PUBLISHED ON OR ABOUT TUESDAY, 11 JULY
CHEQUES IN RESPECT OF THE OFFER AND
ALTERNATIVE OFFER POSTED IN ANTICIPATION OF
THE CONDITIONS BEING FULFILLED FROM WEDNESDAY, 19 JULY
EXISTING I-FUSION SHARE CERTIFICATES POSTED FOR
PARTIAL ACCEPTANCES ON OR ABOUT WEDNESDAY, 19 JULY
SURRENDER CIRCULAR FOR THE REDUCTION OF THE
PAR VALUE OF I-FUSION SHARES POSTED ON OR ABOUT WEDNESDAY, 19 JULY
OFFER AND ALTERNATIVE OFFER CLOSES AT 12:00 ON THURSDAY, 27 JULY
LATE POSTAL ACCEPTANCE OF THE OFFER AND
ALTERNATIVE OFFER (POSTMARKED ON OR BEFORE 27 JULY 2000)
RECEIVED UNTIL 12:30 ON TUESDAY, 1 AUGUST
ANNOUNCEMENT OF RESULTS OF THE OFFER AND
ALTERNATIVE OFFER PUBLISHED ON OR ABOUT THURSDAY, 3 AUGUST
LAST DAY ON WHICH EXISTING I-FUSION SHARE CERTIFICATES
WILL BE GOOD FOR DELIVERY ON THE JSE AT THE
CLOSE OF BUSINESS ON FRIDAY, 4 AUGUST
THE REDUCTION OF THE PAR VALUE OF I-FUSION SHARES
BECOMES EFFECTIVE ON MONDAY, 7 AUGUST
REPLACEMENT SHARE CERTIFICATES REFLECTING THE
REDUCTION OF THE PAR VALUE OF I-FUSION SHARES POSTED TO
SHAREHOLDERS WHO HAVE ALREADY SURRENDERED THEIR EXISTING
I-FUSION SHARE CERTIFICATES BY FRIDAY, 4 AUGUST 2000
ON OR ABOUT MONDAY, 7 AUGUST
THE CONSIDERATION TO THE I-FUSION SHAREHOLDERS WILL BE POSTED TO THE
SHAREHOLDERS WHO VALIDLY ACCEPT THE OFFER OR THE ALTERNATIVE OFFER, WITHIN FIVE
BUSINESS DAYS OF RECEIPT OF THE FORM OF ACCEPTANCE, ELECTION, TRANSFER AND
SURRENDER AND RELEVANT DOCUMENTS OF TITLE BY THE TRANSFER SECRETARIES, PROVIDED
THAT ALL THE CONDITIONS PRECEDENT HAVE BEEN FULFILLED AND THE OFFER AND THE
ALTERNATIVE OFFER HAS BECOME UNCONDITIONAL.
THE ABOVE DATES AND TIMES ARE SUBJECT TO AMENDMENTS. ANY SUCH CHANGES WILL BE
PUBLISHED IN THE PRESS.
3. DOCUMENTATION
A CIRCULAR CONTAINING DETAILS OF THE TRANSACTIONS WILL BE POSTED TO I-FUSION
SHAREHOLDERS ON OR ABOUT 15 JUNE 2000.
JOHANNESBURG
15 JUNE 2000
MERCHANT BANK
INVESTEC CORPORATE FINANCE
INVESTEC BANK LIMITED
(REGISTRATION NUMBER 1969/004763/06)
AUDITOR TO I-FUSION
KPMG
REGISTERED CHARTERED ACCOUNTANTS (SA)
SPONSORING BROKERS
INVESTEC SECURITIES LIMITED
MEMBER OF THE JOHANNESBURG STOCK EXCHANGE
REGISTRATION NO. 1972/008905/06
MERRILL LYNCH SOUTH AFRICA (PTY) LTD
MEMBER OF THE JOHANNESBURG STOCK EXCHANGE
REGISTRATION NUMBER 1995/001805/07
SG SECURITIES (JOHANNESBURG) (PROPRIETARY) LIMITED
REG. NO. 96/05841/07
MEMBER OF THE JOHANNESBURG STOCK EXCHANGE
INDEPENDENT ADVISER TO I-FUSION
BARNARD JACOBS MELLET * SECURITIES (PTY) LTD.
MEMBER OF THE JOHANNESBURG STOCK EXCHANGE
(REGISTRATION NUMBER 1987/000175/07)
ATTORNEYS TO I-FUSION
WEBBER WENTZEL BOWENS
ATTORNEYS TO BIDVEST
WERKSMANS ATTORNEYS