AMALGAMATED APPLIANCE HOLDINGS LD - Update in respect of the firm intention by Bidvest to AMAP shareholders

Update in respect of the firm intention by Bidvest to AMAP shareholders

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 THE FIRM INTENTION BY BIDVEST TO ACQUIRE 
THE ENTIRE ISSUED ORDINARY SHARE CAPITAL OF AMAP THAT IT DOES NOT ALREADY OWN

1. AMENDMENT TO THE TERMS OF THE TRANSACTION

   AMAP and Bidvest shareholders are referred to the SENS announcements dated 28 November
   2012 and 21 December 2012, wherein AMAP shareholders were advised that the Board of
   Directors of AMAP received a 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 subject to certain conditions (“the Offer” or “the Transaction”), to be implemented
   by way of a Scheme of Arrangement in terms of section 114 of the Companies Act (“the
   Scheme”).

   The Offer was made on the basis that no dividends or similar payments, excluding the dividend
   that was payable on 10 December 2012, were to be declared or paid to AMAP shareholders
   before the closing date of the Scheme.

   Bidvest has agreed to waive this prohibition up to an amount of 30 cents per AMAP share so as
   to enable AMAP to declare a gross special dividend of 30 cents per AMAP share (“Special
   Dividend”). The Special Dividend may only be declared and become payable should the requisite
   majority of AMAP shareholders approve the Scheme at the Scheme meeting.

2. CONDITIONS PRECEDENT

   Implementation of the Transaction remains subject to the approval of the Scheme by the
   requisite majority of AMAP Shareholders, as contemplated in Section 115 of the Companies Act
   and the receipt of regulatory approvals by no later than 30 June 2013, including but not limited
   to: the JSE, the Take-Over Regulation Panel (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.

3. CIRCULAR TO SHAREHOLDERS
  
   A circular relating to the Transaction incorporating the terms of the Scheme, details of the
   Special Dividend, and a notice of general meeting and form of proxy is expected to be posted to
   AMAP shareholders in due course.

Johannesburg
22 February 2013
Transaction advisor and Sponsor to AMAP: Bridge Capital Advisors (Proprietary) Limited
Legal advisor: Routledge Modise
Independent Expert to AMAP: Mazars Corporate Finance (Proprietary) Limited
Investment Bank, Sponsor and Transaction Advisor to Bidvest: Investec Bank Limited
Legal Advisor to Bidvest: ENS

Date: 22/02/2013 02:20:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE'). 
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