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POWERTECH/VOLTEX/BIDVEST - CAUTIONARY ANNOUNCEMENT

Release Date: 21/12/1998 17:14
Code(s): POW VLX BVT
Wrap Text
POWER TECHNOLOGIES LIMITED
(REGISTRATION NUMBER 05/22346/06)
("POWERTECH")
VOLTEX HOLDINGS LIMITED
(REGISTRATION NUMBER 81/06220/06)
("VOLTEX")
THE BIDVEST GROUP LIMITED
(REGISTRATION NUMBER 05/21180/06)
("BIDVEST")
CAUTIONARY ANNOUNCEMENT TO VOLTEX SHAREHOLDERS

1. PROPOSED POOLING AGREEMENT BETWEEN BIDVEST AND POWERTECH IN RESPECT OF VOLTE FURTHER TO THE VOLTEX CAUTIONARY ANNOUNCEMENT PUBLISHED ON 24 NOVEMBER 1998 SHAREHOLDERS ARE ADVISED THAT:
1.1 POWERTECH HAS ACQUIRED A FURTHER 7,7% OF THE ISSUED SHARE CAPITAL OF VOLTEX THEREBY INCREASING ITS HOLDING TO APPROXIMATELY 33,5% OF THE ISSUED SHARE CAPITAL OF VOLTEX;
1.2 BIDVEST HAS ACQUIRED APPROXIMATELY 29,4% OF THE ISSUED SHARE CAPITAL OF VOLTEX;
1.3 BIDVEST AND POWERTECH HAVE AT THIS POINT IN TIME AGREED IN PRINCIPLE TO EQUALISE AND POOL THEIR RESPECTIVE SHAREHOLDINGS IN VOLTEX, AMOUNTING, INITIALLY, IN AGGREGATE TO APPROXIMATELY 62,9% OF THE ISSUED SHARE CAPITAL OF VOLTEX;
1.4 BIDVEST AND POWERTECH ARE NOW IN THE PROCESS OF NEGOTIATING
A BINDING AGREEMENT ("THE POOL AGREEMENT") RELATING TO THEIR INTERESTS IN VOLTEX AND THEY ENVISAGE THAT THIS WILL BE CONCLUDED BY 25 JANUARY 1999; 1.5 SUBJECT TO THE POOL AGREEMENT BEING CONCLUDED, BIDVEST'S MANAGEMENT AND DISTRIBUTION EXPERTISE WILL BE INTRODUCED TO COMPLEMENT THAT OF VOLTEX, WHICH WILL ALSO FURTHER BENEFIT FROM POWERTECH'S TECHNOLOGY AND PRODUCT EXPERTISE; AN 1.6 THE BOARD OF DIRECTORS OF VOLTEX HAS BEEN CONSTITUTED TO INCLUDE EQUAL REPRESENTATION BY BIDVEST AND POWERTECH. IN THIS REGARD BRIAN JOFFE AND DAVID ROSEVEAR HAVE BEEN APPOINTED DIRECTORS OF VOLTEX, JOINING BILL VENTER, ROBERT VENTER, JOE PAMENSKY AND BILL MCCARROLL ON THE BOARD UNDER THE CHAIRMANSHIP OF MYRON BERZACK.
2. POSSIBLE OFFER TO THE VOLTEX MINORITY SHAREHOLDERS
2.1 SUBJECT TO THE POOL AGREEMENT BEING CONCLUDED, BIDVEST AND POWERTECH, IN ACCORDANCE WITH THE SECURITIES REGULATION CODE ON TAKEOVERS AND MERGERS, WILL EXTEND TO THE MINORITY SHAREHOLDERS OF VOLTEX AN OFFER TO ACQUIRE THEIR SHARES AT A PRICE OF 200 CENTS PER SHARE, PAYABLE IN CASH ("THE OFFER"). THIS PRICE IS THE HIGHEST PRICE PAID BY EITHER BIDVEST OR POWERTECH FOR THEIR SHARES IN VOLTEX DURING THE LAST THREE MONTHS.
2.2 THE ENVISAGED CONCLUSION OF THE POOL AGREEMENT AND SUBSEQUENT POSSIBLE OFFER WILL BE ANNOUNCED BY NOT LATER THAN 25 JANUARY 1999 AND SUBJECT TO THE CONCLUSION OF SUCH AGREEMENT, DOCUMENTATION IN RESPECT OF THE OFFER WILL BE PREPARED AND POSTED TO THE VOLTEX SHAREHOLDERS AS SOON AS POSSIBLE THEREAFTER. 3. VOLTEX SHAREHOLDERS TO EXERCISE CAUTION
IN THE MEANTIME, SHAREHOLDERS SHOULD CONTINUE TO EXERCISE CAUTION IN DEALING IN THEIR VOLTEX SHARES. JOHANNESBURG 21 DECEMBER 1998 SPONSORING BROKERS MERRILL LYNCH SMITH BORKUM HARE MERRILL LYNCH SOUTH AFRICA (PTY) LTD REGISTRATION NO. 95/01805/07 MEMBER OF THE JOHANNESBURG STOCK EXCHANGE HSBC SIMPSON MCKIE MEMBER HSBC GROUP HSBC SIMPSON MCKIE (PTY) LIMITED MEMBER OF THE JOHANNESBURG STOCK EXCHANGE REG. NO. 84/0173607 SG FRANKEL POLLAK SECURITIES (PTY) LTD REG. NO. 96/05886/07 MEMBER OF THE JOHANNESBURG STOCK EXCHANGE ATTORNEYS TO BIDVEST WERKSMANS MERCHANT BANKERS TO BIDVEST INVESTEC MERCHANT BANKING INVESTEC BANK LIMITED (REGISTRATION NUMBER 69/04763/06) ADVISERS TO POWERTECH ALTRON ALTRON CORPORATE FINANCE AND LEGAL

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