THE BIDVEST GROUP LIMITED - Posting of Offer Circular to Adcock Shareholders

Posting of Offer Circular to Adcock Shareholders

The Bidvest Group Limited
Incorporated in the Republic of South Africa
(Registration number 1946/021180/06)
Share Code: BVT ISIN: ZAE000117321
(“Bidvest”)




POSTING OF OFFER CIRCULAR TO ADCOCK SHAREHOLDERS


1.   Introduction


     1.1.     Shareholders are referred to the Securities Exchange News Service (“SENS”)
              announcement released by Adcock on Thursday, March 12 2015 detailing the firm
              intention by Bidvest to acquire the entire issued ordinary share capital of Adcock
              Ingram Holdings Limited (“Adcock”) that it does not already own (“Remaining Adcock
              Shares”) by way of a general offer in terms of section 117(1)(c)(v) of the Companies
              Act No. 71 of 2008, as amended, for a cash consideration of R52.00 (“Offer
              Consideration”) per Remaining Adcock Share (“Offer”).


     1.2.     Adcock shareholders are hereby advised that an offer circular containing, inter alia,
              details of the Offer as required in terms of the Takeover Regulations and the JSE
              Limited (“JSE”) in respect of an offeror offer circular (a separate offeree response
              circular will be posted by the independent board of directors of Adcock (“Adcock
              Independent Board”) in line with note 1 set out below) and a form of acceptance,
              surrender and transfer will be posted today and is available on Bidvest’s website
              www.bidvest.co.za (“Circular”).


     1.3.     The Offer is unconditional and is capable of acceptance immediately from 09:00 on
              the Offer opening date, being Friday, March 20 2015.


     1.4.     The purpose of the Circular is to:


              1.4.1.     provide Adcock shareholders with detailed information regarding the Offer
                         and the manner in which it will be implemented; and


              1.4.2.     make the requisite disclosures to Adcock shareholders as required by the
                         listing requirements of the JSE and the Takeover Regulations in respect of
                         the Offer.




                                                   
2.   Important dates and times

     Important dates and times in relation to the Offer are set out below:

     Posting date of the Circular to Adcock shareholders                             Thursday, March 19 2015


     Opening date of the Offer at 09:00                                              Friday, March 20


     Last day to trade in order to be eligible to accept the Offer                   Thursday, April 30


     Shares trade “ex” the Offer from commencement of trade                          Monday, May 4


     Record date, being the final date upon which Adcock                             Friday, May 8
     Shareholders must be recorded in the register in order to be
     eligible to accept the Offer


     Closing date of the Offer at 12:00 (“Closing Date”)                             Friday, May 8


     Results of the Offer released on SENS                                           Monday, May 11


     Offer Consideration posted to Offer participants (once                          Monday, May 11
     documents of title have been received)


     Results of the Offer published in the press                                     Tuesday, May 12


     Notes

     1.      The Adcock Independent Board is required to publish an offeree response circular within
             20 business days of the date of posting of the Circular, which response circular will
             include a fair and reasonable opinion as required under the Takeover Regulations . The
             Adcock Independent Board may however apply to the Takeover Regulation Panel for an
             extension of this time period. Adcock shareholders will be notified of the granting of any
             such extension.

     2.      The abovementioned dates and times are South African dates and times. All references
             to days are to business days.

     3.      Payment of the Offer Consideration will be made within 6 Business Days of acceptance
             of the Offer, with the final payment date being Monday, May 11 2015.

     4.      The above dates and times are subject to amendment at the discretion of Bidvest, which
             discretion includes the ability to extend the Closing Date of the Offer, subject to the prior
             written approval of the JSE and Takeover Regulation Panel being obtained. Any such
             change will be released on SENS and published in the South African press.

     5.      Although the salient dates and times are subject to change, such statement may not be
             regarded as consent or dispensation for any change to the time period which may be
             required in terms of the Takeover Regulations, where applicable, and any such consent
             or dispensation must be specifically applied for and approved by the Takeover
             Regulation Panel.
                                                   
                




Johannesburg
March 19 2015



Corporate advisor and sponsor
Investec Bank Limited



Legal advisor
Edward Nathan Sonnenbergs Inc.




                                                

Date: 19/03/2015 12:50:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE'). 
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