BIDVEST - ACQUISITION

THE BIDVEST GROUP LIMITED
(REGISTRATION NUMBER 05/21180/06)
("BIDVEST")

THE ACQUISITION BY BIDVEST OF THE BUSINESS AND TRADEMARKS OF RENNIES GROUP
HOLDINGS LIMITED AND RENNIES GROUP LIMITED ("RENNIES")
1. INTRODUCTION

AN AGREEMENT HAD BEEN ENTERED INTO BETWEEN SAFMARINE AND RENNIES HOLDINGS
LIMITED ("SAFREN"), ANGLO AMERICAN INDUSTRIAL CORPORATION LIMITED AND INVESTEC
BANK LIMITED PURSUANT TO WHICH BIDVEST HAS EFFECTIVELY ACQUIRED THE ENTIRE
BUSINESS UNDERTAKING AND THE TRADEMARKS OF RENNIES, AS A GOING CONCERN, ("THE
RENNIES ACQUISITION") FOR A TOTAL CONSIDERATION OF R1 050 MILLION, SUBJECT TO
THE FULFILMENT OF THE CONDITIONS DETAILED IN PARAGRAPH 5 BELOW.
2. RATIONALE FOR THE RENNIES ACQUISITION

THE RENNIES ACQUISITION WILL GIVE BIDVEST A SIGNIFICANT STRATEGIC STAKE IN THE
MOVEMENT OF PEOPLE AND FREIGHT IN SOUTH AFRICA.

THE RENNIES BUSINESS FALLS WITHIN BIDVEST'S CORE BUSINESS COMPETENCE OF
TRADING, SERVICE AND DISTRIBUTION AND HAS A RANGE OF STRONGLY BRANDED

ACTIVITIES AND SERVICES. IT IS BELIEVED THAT BIDVEST WILL ADD STRATEGIC VALUE
TO THESE OPERATIONS WITH ITS PROVEN MANAGEMENT STYLE.
3. THE RENNIES ACQUISITION
3.1 NATURE OF BUSINESS OF RENNIES

RENNIES IS THE LARGEST FREIGHT HANDLING BUSINESS IN SOUTHERN AFRICA AND MOVES
BOTH PEOPLE AND FREIGHT AND HAS OVER 300 LOCATIONS SPREAD THROUGHOUT SOUTHERN
AFRICA. THE RENNIES BUSINESS CONSISTS OF THE FOLLOWING MAIN DIVISIONS:
3.1.1 FREIGHT

THE FREIGHT DIVISION COMPRISES RENFREIGHT CIRCLE, RENNIES SHIPS AGENCY, RENNIES
LOGISTICS, FEDEX, INTERMODAL AFRICA AND THE REGIONAL BUSINESSES BEING MANICA
GROUP.
3.1.2 TERMINALS, DEPOTS AND STEVEDORING

THIS DIVISION CONSISTS OF SPECIALIST FACILITIES SUCH AS CONTAINER DEPOTS, DRY
BULK, LIQUID AND BREAKBULK TERMINALS AND RELATED CARGO HANDLING SERVICES.
3.1.3 TRAVEL

RENNIES OPERATES AN EXTENSIVE NETWORK OF TRAVEL AND FOREIGN EXCHANGE OUTLETS
THROUGHOUT SOUTHERN AFRICA AND IN ASSOCIATION WITH ITS GLOBAL PARTNERS THOMAS
COOK AND BUSINESS TRAVEL INTERNATIONAL.
3.2 TERMS OF THE RENNIES ACQUISITION

THE PURCHASE CONSIDERATION WILL BE SETTLED BY THE ALLOTMENT AND ISSUE OF 25 000
000 BIDVEST ORDINARY SHARES AS A VENDOR PLACEMENT AT A PRICE OF R42,00 PER
BIDVEST SHARE. THE PURCHASE CONSIDERATION TO BE PAID BY BIDVEST WILL BEAR
INTEREST AT THE RATE OF 18% PER ANNUM FROM DECEMBER 1 1998 TO THE DATE OF
PAYMENT.
4. FINANCIAL EFFECTS

THE TABLE BELOW SETS OUT THE PRO FORMA FINANCIAL EFFECTS OF THE RENNIES
ACQUISITION ON THE FULLY DILUTED EARNINGS AND NET ASSET VALUE PER BIDVEST
ORDINARY SHARE FOR THE 12 MONTHS ENDED JUNE 30 1998, BASED ON THE FOLLOWING:
- THE EFFECT ON THE FULLY DILUTED EARNINGS ASSUMES THAT THE RENNIES ACQUISITION
HAD BEEN IMPLEMENTED FOR THE 12 MONTHS ENDED JUNE 30 1998; AND

- THE EFFECT ON THE NET VALUE ASSUMES THAT THE RENNIES ACQUISITION HAD BEEN
EFFECTIVE ON 30 JUNE 1998.

                                      12 MONTHS ENDED
                                      JUNE 30 1998

                                      BEFORE     AFTER   INCREASE

PER BIDVEST ORDINARY SHARE           (CENTS)   (CENTS)   (%)

FULLY DILUTED EARNINGS               186       207       11,3

NET ASSET VALUE                      1 067     1 353     26,8

THE HEADLINE EARNINGS AND NET ASSET VALUE OF RENNIES FOR THE YEAR ENDED 30 JUNE
1998 WERE R92 MILLION AND R336 MILLION RESPECTIVELY.
5. CONDITIONS PRECEDENT

OLD MUTUAL HAS SUBSTANTIAL SHAREHOLDINGS IN BOTH SAFREN AND BIDVEST.

ACCORDINGLY, THE JOHANNESBURG STOCK EXCHANGE ("THE JSE") HAS CLASSIFIED THE
RENNIES ACQUISITION AS A RELATED PARTY TRANSACTION. AS A RESULT, THE RENNIES
ACQUISITION IS SUBJECT TO THE FOLLOWING CONDITIONS PRECEDENT:

- THE APPROVAL OF THE RENNIES ACQUISITION BY BIDVEST ORDINARY SHAREHOLDERS,
OTHER THAN OLD MUTUAL, IN GENERAL MEETING;

- THE APPROVAL OF THE RENNIES ACQUISITION BY SAFREN ORDINARY SHAREHOLDERS,
OTHER THAN OLD MUTUAL, IN GENERAL MEETING; AND
- THE APPROVAL OF THE JSE
6. DOCUMENTATION

A CIRCULAR WHICH IS SUBJECT TO THE APPROVAL OF THE JSE AND SETTING OUT FULL
DETAILS OF THE RENNIES ACQUISITION WILL BE POSTED TO BIDVEST ORDINARY
SHAREHOLDERS AS SOON AS POSSIBLE.
JOHANNESBURG
NOVEMBER 9 1998
MERCHANT BANK
INVESTEC BANK LIMITED
(REG NO 62/04763/06)
ATTORNEYS
WERKSMANS ATTORNEYS
SPONSORING BROKERS
MERRILL LYNCH
SMITH BORKUM HARE
MERRILL LYNCH SOUTH AFRICA (PTY) LTD.
MEMBER OF THE JOHANNESBURG STOCK EXCHANGE
REG. NO. 95/01805/07
HSBC SIMPSON MCKIE (PTY) LIMITED
MEMBER OF THE JOHANNESBURG STOCK EXCHANGE
REG. NO. 84/01736/07
INVESTEC SECURITIES LIMITED
MEMBER OF THE JOHANNESBURG STOCK EXCHANGE
(REG NO 72/08905/06)