FNB Corporate led bank consortium to sell McCarthy stake to Bidvest

FNB Corporate led bank consortium to sell McCarthy stake to Bidvest             
BIDVEST GROUP LIMITED                                                           
(Incorporated in the Republic of South Africa)                                  
(Registration number 1946/021180/06)                                            
Share code: BVT ISIN: ZAE 000008132                                             
("Bidvest")                                                                     
The FNB Corporate led bank consortium has agreed to sell its interest           
in McCarthy Limited to Bidvest for R867 million. The total value of the         
transaction is R947 million.                                                    
The sale is subject to the completion of a due diligence investigation          
by Bidvest within the next fifteen days, as well as to the approval of          
all the automotive manufacturers and licensors represented by McCarthy,         
the Securities Regulation Panel, the Competition Commission and other           
regulatory authorities. The transaction will take effect as soon as             
these approvals have been received, and payment will be made on                 
implementation of the transaction or on 28 February next year,                  
whichever is the later date.                                                    
The sale places a value of 33 cents a share on the ordinary and                 
preference shares that will change hands. The FNB Corporate led                 
consortium, which includes ABN AMBRO, Absa, Nedbank, Investec, Societe          
Generale and Standard Bank, acquired its interest in 2001, when it              
became necessary to recapitalise the diversified retail group.                  
Bidvest Chairman Brian Joffe said the acquisition of McCarthy would             
give his group a substantial share of the automotive retailing and              
services market in South Africa.                                                
"McCarthy is one of South Africa"s oldest, largest and most respected           
automotive retailers. It has a solid management team who know their             
business well and it distributes a wide range of the most well-known            
brands in cars and commercial vehicles," he noted.                              
"I am confident that McCarthy will fit in well with our corporate               
vision for Bidvest and that many synergies will unfold in due course            
between it and our other businesses," said Joffe.                               
He said a typical example of such synergy was the introduction of a             
black empowerment partner to McCarthy. "Bidvest"s anticipated                   
appointment of Dinatla as an empowerment partner should provide an              
appropriate solution to McCarthy"s search for such a partner."                  
FNB Corporate CEO Dr Theunie Lategan said the consortium had always             
viewed its share holding in McCarthy as a temporary one. "Since the             
recapitalisation, McCarthy management have done a sterling job of               
refocusing the group on its core motor business and returning it to             
profitability. With trading conditions in the motor industry looking            
increasingly optimistic, it was opportune to sell our interest now."            
Dr Lategan said the successful restructuring and re-capitalisation of           
McCarthy"s was an excellent example of how responsible action by the            
banking community, could help to return a large business the size of            
McCarthy to financial health and in so doing restore shareholder value.         
He said Bidvest"s financial strength and innovative BEE initiative              
helped to make it the most compelling offer received by the consortium.         
McCarthy CEO Brandt Pretorius said that management would welcome having         
Bidvest as its shareholder: "We are excited about the possibility of            
becoming part of one of South Africa"s leading companies and are                
confident that McCarthy will derive significant strategic and business          
benefits from this new development."                                            
The FNB Corporate led consortium has agreed to indemnify Bidvest                
against any loss or claim against McCarthy resulting from the                   
liquidation of the Retail Apparel Group (RAG). At the same time,                
Bidvest has agreed to pay to the consortium up to the first R10 million         
arising from the additional proceeds of the liquidation, and the                
balance, if any, to McCarthy ordinary and preference shareholders in            
proportion to their shareholdings, via an increase to the sale price            
per ordinary and preference share.                                              
The consortium has agreed to support the implementation of the sale,            
either by way of a scheme of arrangement in terms of Section 311, or by         
means of an offer in terms of Section 440K of the Companies Act.                
Ends                                                                            
Issued by:  Fleishman-Hillard SA                                                
Lucien Vallun  083 292 2955                                                     
On behalf of: Bidvest Group Limited                                             
   Brian Joffe (011) 772 8700                                                   
   Jack Hochfeld (011) 772 8705                                                 
   FNB Corporate                                                                
Lee-Anne van Zyl 082 333 1568                                                
Date:  5 November 2003                                                          
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Date: 06/11/2003 07:53:03 AM Supplied by www.sharenet.co.za                     
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