BELL EQUIPMENT LIMITED - Non-Binding Expression of Interest and Cautionary Announcement

Non-Binding Expression of Interest and Cautionary Announcement

BELL EQUIPMENT LIMITED
(Incorporated in the Republic of South Africa)
Registration number 1968/013656/06
ISIN: ZAE000028304
Share Code: BEL
(“Bell” or “the Company”)


NON-BINDING EXPRESSION OF INTEREST AND CAUTIONARY ANNOUNCEMENT


Shareholders are referred to the announcement released on SENS on 18 February 2021.

Shareholders are advised that on Tuesday, 9 March 2021, Bell received a non-binding expression of interest ("Non-
Binding Expression of Interest") from IA Bell and Company (Pty) Ltd ("IA Bell") in respect of a possible transaction
to acquire the entire issued ordinary share capital of Bell not already held by or to be acquired by IA Bell if the Deere
transaction outlined below is implemented, by way of a scheme of arrangement in terms of section 114 of the
Companies Act, 71 of 2008 ("Scheme") subject to the fulfillment of certain conditions precedent, and further subject
to the Deere transaction becoming unconditional and being implemented. The Company has been informed that IA
Bell will consider making a standby general offer if the Scheme is not proposed for any reason or, having been
proposed, it is not duly implemented. Should it acquire all the issued ordinary shares in Bell, application will be made
to the JSE for the issued ordinary shares to be delisted.

IA Bell's indicative offer price is R10 (ten Rand) per share payable in cash (“Indicative Offer Price”). This is the same
purchase price at which IA Bell may acquire 30 000 000 (thirty million) Bell shares from John Deere Construction &
Forestry Company (“Deere”) (“Deere transaction”) and, subject to that transaction becoming unconditional and
implemented, IA Bell will hold c. 70.1% of the issued ordinary share capital of Bell.

In addition to the Indicative Offer Price, an agterskot may become payable in certain circumstances consistent with
and mutatis mutandis on the same basis as the Deere transaction. Any agterskot shall arise if at any time within a
period of two years reckoned from a specified date (five days post the Deere transaction effective date) IA Bell sells
all or a majority of its Bell shares to a third and unrelated party at a price per Bell Share in excess of R10 per Bell
Share (“Subsequent Sale”). The agterskot shall be calculated at 50% of the amount by which the price per Bell share
under the Subsequent Sale exceeds the price payable to Deere. For the avoidance of doubt, for purposes of the
Scheme the excess will be calculated on the increase above the final Scheme price per share.

The Board has been advised by IA Bell that there is no intention to on-sell all or any of its shares in the Company.

Separately from Deere, there are Bell shareholders other than IA Bell, holding between them 398,658 Bell shares
representing 0.42% of the total issued share capital of the Company, to whom the offer will not be made and who
will thus retain their Bell shares (“Remaining Shareholders”). These Remaining Shareholders, who are related parties
to the founding family, will agree to being excluded from the Scheme.

The Non-Binding Expression of Interest, which contains terms and conditions customary for a transaction of this
nature, does not constitute an offer or a firm intention to make an offer as contemplated by Companies Regulation
101. It is possible that no offer may result from the process.

Accordingly, pending further announcements, shareholders are advised to exercise caution when dealing in their
Bell shares.

Richards Bay
10 March 2021

JSE Sponsor: INVESTEC BANK LIMITED






Date: 10-03-2021 04:47:00
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