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THE BIDVEST GROUP LIMITED
(REGISTRATION NUMBER 05/21180/06)
("BIDVEST")
LITHOTECH LIMITED
(FORMERLY LITHOSAVER SYSTEMS LIMITED)
(REGISTRATION NUMBER 69/15643/06)
("LITHOTECH")
- ACQUISITION OF CONTROL OF LITHOTECH BY BIDVEST
- OFFER TO LITHOTECH SHAREHOLDERS OTHER THAN BIDVEST
1. INTRODUCTION
AFTER THE RECENT LITHOTECH RIGHTS OFFER WHICH BIDVEST UNDERWROTE, BIDVEST HELD
16 965 562 ORDINARY SHARES IN LITHOTECH ("LITHOTECH SHARES"), WHICH REPRESENTED
APPROXIMATELY 35,8% OF LITHOTECH'S ISSUED SHARE CAPITAL. BIDVEST ACQUIRED A
FURTHER 6 888 166 LITHOTECH SHARES ON NOVEMBER 25 1998 FROM CERTAIN FINANCIAL
INSTITUTIONS IN CONSIDERATION FOR THE ISSUE OF BIDVEST ORDINARY SHARES IN THE
RATIO OF ONE BIDVEST ORDINARY SHARE FOR EVERY EIGHTEEN LITHOTECH SHARES HELD
("THE ACQUISITION").
2. CHANGE OF CONTROL
PURSUANT TO THE ACQUISITION, BIDVEST HOLDS APPROXIMATELY 50,4% OF LITHOTECH'S
ISSUED SHARE CAPITAL, WHICH IN TERMS OF THE RULES AND REGULATIONS OF THE
SECURITIES REGULATION PANEL ON TAKEOVERS AND MERGERS ("SRP") CONSTITUTES AN
AFFECTED TRANSACTION.
3. THE OFFER
BIDVEST WILL MAKE AN OFFER TO THE LITHOTECH SHAREHOLDERS OTHER THAN BIDVEST
("LITHOTECH MINORITY SHAREHOLDERS") TO ACQUIRE THEIR LITHOTECH SHARES IN
EXCHANGE FOR BIDVEST ORDINARY SHARES IN THE RATIO OF ONE BIDVEST ORDINARY SHARE
FOR EVERY EIGHTEEN LITHOTECH SHARES HELD ("THE OFFER").
SHOULD THE OFFER BE ACCEPTED BY MORE THAN NINE-TENTHS OF THE LITHOTECH MINORITY
SHAREHOLDERS, BIDVEST INTENDS TO COMPULSORILY ACQUIRE, IN TERMS OF SECTION 440K
OF THE COMPANIES ACT (ACT 61 OF 1973), THE LITHOTECH SHARES FROM THE LITHOTECH
MINORITY SHAREHOLDERS WHO HAVE NOT ACCEPTED THE OFFER.
4. RATIONALE
THE DIRECTORS OF BIDVEST ARE OF THE OPINION THAT THE OFFER IS BENEFICIAL TO
BOTH COMPANIES AS THE SYNERGIES OF COMBINING THE EXPERTISE AND MANAGEMENT
CAPABILITIES OF THE TWO COMPANIES WILL PROVIDE FURTHER OPPORTUNITIES TO
INCREASE OPERATING EFFICIENCIES.
AS A RESULT OF THE OFFER BEING IMPLEMENTED, LITHOTECH SHAREHOLDERS WILL HAVE
THE OPPORTUNITY OF PARTICIPATING IN ONE OF SOUTH AFRICA'S LEADING INDUSTRIAL
GROUPS.
THE MANAGEMENT OF LITHOTECH ARE SUPPORTIVE OF BIDVEST'S INITIATIVE AND
INCREASED INVOLVEMENT IN THE DEVELOPMENT OF THE LITHOTECH BUSINESS.
5. FINANCIAL EFFECTS
THE TABLE BELOW SETS OUT THE PRO FORMA EFFECTS OF THE OFFER ON A LITHOTECH
SHAREHOLDER BASED UPON THE FOLLOWING:
- THE EFFECT ON EARNINGS ASSUMES THAT THE OFFER HAD BEEN IMPLEMENTED FOR THE 12
MONTHS ENDED AUGUST 31 1998;
- THE EFFECT ON NET ASSET VALUE ASSUMES THAT THE OFFER HAD BEEN IMPLEMENTED ON
AUGUST 31 1998;
- LITHOTECH'S EARNINGS FOR THE 12 MONTHS ENDED AUGUST 31 1998;
- BIDVEST'S AUDITED FINANCIAL RESULTS FOR THE YEAR ENDED JUNE 30 1998; AND
- THE EFFECT ON MARKET VALUE IS BASED ON THE RESPECTIVE MARKET PRICES OF
BIDVEST AND LITHOTECH ON WEDNESDAY, NOVEMBER 25 1998.
BEFORE ACCEPTANCE AFTER ACCEPTANCE INCREASE/
PER LITHOTECH SHARE OF THE OFFER (CENTS) OF THE OFFER(CENTS) (DECREASE)%
HEADLINE EARNINGS 32,1 10,3 (67,9)
NET ASSET VALUE 205,8 59,3 (71,2)
MARKET VALUE 215,0 245,8 14,3
THE OFFER WILL HAVE NO MATERIAL FINANCIAL EFFECTS ON A BIDVEST SHAREHOLDER.
6. DOCUMENTATION
THE DIRECTORS OF LITHOTECH HAVE APPOINTED DELOITTE & TOUCHE TO PROVIDE THE
BOARD OF LITHOTECH INDEPENDENT ADVICE RELATING TO THE OFFER.
DOCUMENTATION, WHICH IS SUBJECT TO THE APPROVAL OF THE JOHANNESBURG STOCK
EXCHANGE AND THE SRP, SETTING OUT DETAILS OF THE OFFER IS BEING PREPARED AND
WILL BE SENT TO LITHOTECH SHAREHOLDERS AS SOON AS POSSIBLE.
A FURTHER ANNOUNCEMENT GIVING, INTER ALIA, THE SALIENT DATES IN RESPECT OF THE
OFFER WILL BE PUBLISHED IN DUE COURSE.
NOVEMBER 27 1998
JOHANNESBURG
MERCHANT BANK
INVESTEC MERCHANT BANKING
INVESTEC BANK LIMITED
(REGISTRATION NUMBER 69/04763/06)
SPONSORING BROKERS
MERRILL LYNCH / SMITH BORKUM HARE
MERRILL LYNCH SOUTH AFRICA (PTY) LTD
MEMBER OF THE JOHANNESBURG STOCK EXCHANGE
REGISTRATION NUMBER 95/01805/07
HSBC SIMPSON MCKIE
MEMBER HSBC GROUP
HSBC SIMPSON MCKIE (PTY) LIMITED
MEMBER OF THE JOHANNESBURG STOCK EXCHANGE
REGISTRATION NUMBER 84/01736/07
INVESTEC SECURITIES
INVESTEC SECURITIES LIMITED
MEMBER OF THE JOHANNESBURG STOCK EXCHANGE
(REGISTRATION NUMBER 72/08905/06)
SG FRANKEL POLLAK SECURITIES (PTY) LTD
REGISTRATION NUMBER 96/05886/07
MEMBER OF THE JOHANNESBURG STOCK EXCHANGE
