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THE BIDVEST GROUP LIMITED - NOTICE OF SCHEME MEETING
THE BIDVEST GROUP LIMITED
(Incorporated in the Republic of South Africa)
(Registration number 1946/021180/06)
NOTICE OF SCHEME MEETING
IN THE HIGH COURT OF SOUTH AFRICA Case number 28742/03
(Transvaal Provincial Division)
In the ex parte application of:
THE BIDVEST GROUP LIMITED Applicant
(Incorporated in the Republic of South Africa)
(Registration number 1946/021180/06)
Notice is given in terms of an Order of Court dated Tuesday, October 21 2003 in
the above matter that the High Court of South Africa (Transvaal Provincial
Division) has ordered a meeting of members, holding ordinary shares of 5 cents
each in the share capital of The Bidvest Group Limited ("Bidvest") (other than
BB Investment Company (Proprietary) Limited), be held on Monday, November 10
2003 at 9:00 at Bidvest House, 18 Crescent Drive, Melrose Arch, Melrose 2196,
under the chairmanship of Advocate Arnold Subel SC, or failing him any other
independent person nominated by Attorneys Knowles Husain Lindsay Incorporated
and sanctioned by the Court ("the chairperson"), for the purpose of considering
and, if deemed fit, of approving, with or without modification, the scheme of
arrangement ("the scheme") proposed by Dinatla Investment Holdings (Proprietary)
Limited ("Dinatla") between Bidvest and the holders of the ordinary shares in
Bidvest (other than BB Investment Company (Proprietary) Limited), to which
BidBEE Limited ("BidBEE") is a party, which scheme will be submitted to such
meeting, provided that the scheme meeting will not be entitled to agree any
modification to the said scheme without the prior written consents of Bidvest,
Dinatla and BidBEE.
The basic characteristics of the scheme are that, subject to the fulfilment of
the suspensive conditions, Dinatla will acquire 45 000 000 Bidvest shares, being
approximately 15% of the issued share capital of Bidvest held by the scheme
participants, pro rata from them, on the basis that those shares will not
participate in dividend distributions until the indebtedness of Dinatla to
BidBEE is settled and that the scheme participants will receive securities in
BidBEE and call options to subscribe for shares in Bidvest.Each member of
Bidvest (other than BB Investment Company (Proprietary) Limited, being a
subsidiary of Bidvest which will not participate in the scheme), registered as
such at the close of business on Thursday, November 6 2003 ("the scheme
members") may personally or by proxy attend, speak and vote at the scheme
meeting. Scheme members who hold their Bidvest shares in dematerialised form
(other than on an "own name" registration basis, who may personally or by
proxy, attend, speak and vote at the scheme meeting) who wish to attend the
scheme meeting or have proxies lodged recording how they wish to vote, must
contact their Central Securities Depository Participants ("CSDPs") or brokers,
as the case may be, if they have not been contacted by their CSDPs or brokers,
as the case may be, soon after receiving the scheme documents. Their CSDPs or
brokers, as the case may be, will provide them with the necessary authority to
attend the scheme meeting or to be represented thereat by proxy. The required
form of proxy (pink) has been sent to scheme members together with a copy of
this notice and may be obtained on request from the registered office of Bidvest
and the office of the transfer secretaries at the addresses given above. Each
form of proxy should be completed and signed in accordance with the instructions
printed thereon and should be lodged at or posted to the abovementioned
transfer secretaries to be received no later than 9:00 local time on Friday,
November 7 2003, but if not so lodged or posted will still be valid if properly
completed, signed and accompanied by proof of appropriate authority and handed
to the chairperson of the scheme meeting not later than 30 (thirty) minutes
before the scheme meeting is due to commence. Where there are joint holders of
Bidvest shares, any one of such persons may vote at the scheme meeting in
respect of such shares as if he/she was solely entitled thereto, but if more
than one of such joint holders be present or represented at the scheme meeting,
then the one of the said persons whose name stands first in the register in
respect of such shares or his/her proxy, as the case may be, shall alone be
entitled to vote in respect thereof, as if he/she were the sole holder of such
shares.
Copies of the scheme and explanatory statement in terms of section 312 of the
Companies Act, 1973 (Act 61 of 1973), as amended, explaining the scheme, and a
copy of the Order of Court convening the scheme meeting have been sent to
members of Bidvest and may be obtained on request from Bidvest at its registered
office, Bidvest House, 18 Crescent Drive, Melrose Arch, Melrose 2196, or from
the office of the transfer secretaries, Computershare Limited, Ground Floor,
70 Marshall Street, Johannesburg, 2001, during normal business hours from
Friday, October 24 2003.
In terms of the Order of Court, the chairperson of the scheme meeting will
report the result of such meeting to the above Honourable Court on Tuesday,
November 18 2003. A copy of such report will be available on request (free of
charge) to any scheme member at the registered office referred to above, at
least 1 (one) week before such report-back date or in respect of any adjourned
scheme meeting, for at least 1 (one) week before the report-back date after the
adjourned scheme meeting
The scheme is subject to the fulfilment of certain suspensive conditions stated
in the scheme, one of such conditions being its sanction by the above Honourable
Court.
Advocate Arnold Subel SC
Chairperson of the scheme meeting
Attorneys to the scheme
Knowles Husain Lindsay Inc
4th Floor, The Forum, 2 Maude Street
Sandown
Sandton, 2196
(PO Box 782687, Sandton, 2146)
TEL: (011) 269-7909
Ref: Mr Fanie du Preez
EDWA6303.578K
Date: 24/10/2003 07:47:03 AM Supplied by www.sharenet.co.za
Produced by the JSE SENS Department