MVELASERVE LIMITED - Joint announcement update in respect of the firm intention by Bidvest

Joint announcement – update in respect of the firm intention by Bidvest

Mvelaserve Limited                                     The Bidvest Group Limited
(Incorporated in the Republic of South Africa)         Incorporated in the Republic of South Africa
(Registration number 1999/003610/06)                   (Registration number 1946/021180/06)
JSE Share Code: MVS ISIN: ZAE000151353                 JSE Share Code: BVT ISIN: ZAE000117321
(“Mvelaserve”)                                         (“Bidvest”)




JOINT ANNOUNCEMENT - UPDATE IN RESPECT OF THE FIRM INTENTION BY BIDVEST TO
ACQUIRE THE ENTIRE ISSUED ORDINARY SHARE CAPITAL OF MVELASERVE THAT IT DOES NOT
ALREADY OWN




1.     INTRODUCTION

       Mvelaserve shareholders are referred to the SENS announcements dated 13 May 2013, wherein
       Mvelaserve shareholders were advised that the Board of Directors of Mvelaserve received a firm
       intention letter from Bidvest (“Firm Intention Letter”) proposing the acquisition by Bidvest of the entire
       issued ordinary share capital that it does not already own or has entered into an agreement to acquire,
       and excluding the treasury shares of Mvelaserve (“the Proposed Transaction”).



2.     MVELASERVE INDEPENDENT BOARD RESPONSE TO THE FIRM INTENTION AND THE
       TRANSACTION MECHANISM

       Shareholders are advised that the Independent Board of Mvelaserve will propose a Scheme of
       Arrangement (“the Scheme”) in terms of section 114 read with section 115 of the Companies Act, 71 of
       2008 ("Companies Act") between Mvelaserve and the holders of the ordinary share capital that Bidvest
       does not already own or has entered into an agreement to acquire, and excluding the treasury shares of
       Mvelaserve (“Remaining Shareholders”).

       The Independent Board considers it appropriate that the Remaining Shareholders are given the
       opportunity to make their own decision regarding the Proposed Transaction.

       The Independent Board will obtain appropriate external advice from an independent expert
       ("Independent Expert") on the proposed acquisition consideration set out in the Firm Intention Letter.
       The Independent Board will advise the shareholders of the opinion expressed by the Independent
       Expert together with the Independent Board's own opinion on the proposed acquisition consideration in
       the circular to shareholders referred to below.



3.     CONDITIONS PRECEDENT

       The Implementation of the Proposed Transaction remains subject to the fulfilment or waiver of the
       following conditions:



3.1.      in relation to the Scheme:

          3.1.1.   the approval of the Scheme at a meeting called therefor ("Scheme Meeting") by the requisite
                   majority of Mvelaserve shareholders, as contemplated in Section 115(2)(a) of the
                   Companies Act and (i) to the extent required, the approval of the implementation of such
                   resolution by a High Court in terms of section 115(2) and/or 115(3) of the Companies Act
                   and (ii) if applicable, Mvelaserve not treating the aforesaid resolution as a nullity, as
                   contemplated in section 115(5)(b) of the Companies Act; and

          3.1.2.   within thirty business days immediately after the Scheme Meeting, Mvelaserve 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 not more than 5% of
                   the issued ordinary shares of Mvelaserve, provided that, in the event that Mvelaserve
                   shareholders give notice objecting to the Scheme as contemplated in 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 Mvelaserve, this condition shall
                   be deemed to have been fulfilled at the time of the Scheme Meeting;



3.2.   the receipt of regulatory approvals from the following regulatory authorities necessary to implement
       the Proposed Transaction (in each case either unconditionally or subject to conditions reasonably
       acceptable to Bidvest):

       3.2.1.   the JSE Limited and the Take-Over Regulation Panel (which must issue a compliance
                certificate in terms of the Companies Act in relation to the Scheme),

       3.2.2.   the South African Reserve Bank; and

       3.2.3.   the Competition Authorities; and



3.3.   the agreement entered into between Mvelaphanda Holdings (Pty) Ltd ("Mvela Holdings") and Bidvest
       for the acquisition by Bidvest of 25 009 438 ordinary shares of no par value each constituting
       approximately 17.67% of the ordinary share capital of Mvelaserve from Mvela Holdings becomes
       unconditional and is implemented in accordance with its terms, save for non-implementation by
       reason of a breach by Bidvest.



4.     RESPONSIBILITY STATEMENT

       Bidvest and the Independent Board of Mvelaserve accept responsibility for the information contained
       in this announcement, and to the best of their respective knowledge and belief, the information is
       true and, where appropriate, this announcement does not omit anything likely to affect the
       importance of the information included.



5.     CIRCULAR TO SHAREHOLDERS

       A circular in respect of the Proposed Transaction incorporating the terms of the Scheme and a notice
       of the Scheme Meeting and form of proxy will be posted to shareholders in due course.



Johannesburg
28 May 2013


Corporate Advisor and Transaction Sponsor to Mvelaserve: Bridge Capital Advisors (Pty) Ltd
Legal Advisor to Mvelaserve: DLA Cliffe Dekker Hofmeyr Inc.
Communications Advisors to Mvelaserve: College Hill
Sponsor to Mvelaserve: Rand Merchant Bank
Investment Bank, Sponsor and Transaction Advisor to Bidvest: Investec Bank Limited
Legal Advisor to Bidvest: Edward Nathan Sonnenbergs


For all enquiries, please contact either:
Mvelaserve communication advisor:
College Hill
Nick Williams or Frederic Cornet
011 447 3030


Bidvest communication advisor:
Aprio
Julian Gwillim
082 452 4389 / 011 880 0037

Date: 28/05/2013 05:07:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE'). 
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