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Bidvest - Sanctioning Of The Scheme Of Arrangement By The High Court
(BIDVEST ) (DINATLA ) (BIDBEE )
The Bidvest Group Dinatla Investment BidBEE Limited
Limited Holdings (Incorporated in the
Incorporated in the (Proprietary) Limited Republic of South
Republic of South (Incorporated in the Africa)
Africa) Republic of South (Registration number
(Registration number Africa) 2003/018861/06)
1946/021180/06) (Registration number ("BidBEE")
Share code: BVT ISIN: 2003/023927/07)
ZAE 000008132 ("Dinatla")
("Bidvest")
SANCTIONING OF THE SCHEME OF ARRANGEMENT BY THE HIGH COURT
1. SANCTIONING OF THE SCHEME
Further to the announcement published on the Securities Exchange News Service
("SENS") of the JSE Securities Exchange South Africa on Monday, November 10
2003, Investec Bank Limited is authorised to announce that the scheme of
arrangement ("the scheme") proposed by Dinatla between Bidvest and the holders
of ordinary shares in Bidvest, other than BB Investment Company (Proprietary)
Limited ("scheme participants"), was sanctioned by the High Court of South
Africa (Transvaal Provincial Division) on Tuesday, November 18 2003.
Consequently, the Order of Court is to be lodged with the Registrar of Companies
which registration is the only outstanding condition precedent relating to the
scheme which has not yet been fulfilled.
2 CHEME CONSIDERATION, CALL OPTIONS AND SURRENDER OF BIDVEST DOCUMENTS OF TITLE
2.1 Scheme consideration and call options
In terms of the scheme, scheme participants are entitled to receive one BidBEE
security ("the scheme consideration") in exchange for each scheme share which
they dispose of in terms of the scheme on the scheme record date, which is
expected to be Friday, December 5 2003 (calculated in accordance with the table
of entitlements set out in Annexure IV to the circular sent to Bidvest
shareholders dated October 24 2003 ("the scheme circular")).
In addition, scheme participants are entitled to receive call options
(calculated in accordance with the table of entitlements set out in Annexure IV
to the scheme circular), entitling the holders thereof to subscribe, in the
aggregate, for 18 million Bidvest shares at a price of R60 per Bidvest share,
subject to adjustment as more fully set out in the scheme circular ("the call
options").
The ratios as set out in the table of entitlements will be revised to take
account of any additional Bidvest shares acquired, or to be acquired by BB
Investment Company (Proprietary) Limited between the final date of the scheme
circular, being September 23 2003, and Friday November 21, 2003. An
announcement in this regard will be published on SENS on Friday, November 21
2003.
2.2 Receipt of scheme consideration and call options and surrender of Bidvest
documents of title for certificated scheme participants
The scheme consideration and call options will be posted on Monday, December 8
2003 to those scheme participants who hold certificated shares in Bidvest
("certificated scheme participants") and who have surrendered their documents of
title on or before Friday, December 5 2003, subject to the instructions
contained in the surrender form attached to the scheme circular. Accordingly, if
they have not already done so, certificated scheme participants should surrender
their documents of title as soon as possible to the transfer secretaries,
Computershare Limited, Ground Floor, 70 Marshall Street, Johannesburg, 2001 (PO
Box 61051, Marshalltown, 2107) in order to receive the scheme consideration and
the call options timeously.
In respect of those certificated scheme participants who surrender their
documents of title after Friday, December 5 2003, the scheme consideration and
call options will be posted within five business days of the receipt by the
transfer secretaries of a properly completed surrender form together with all
the relevant documents of title in respect of their Bidvest shares. The scheme
consideration and call options will not be sent to certificated scheme
participants unless and until a properly completed surrender form together with
all the relevant documents of title in respect of their Bidvest shares have been
received by the transfer secretaries as set out above.
A surrender form was included in the scheme circular and a further form of
surrender will, together with this announcement, be posted to Bidvest
shareholders on Monday, December 8 2003. The further form of surrender will
contain a revised table of entitlements to take account of any additional
Bidvest shares acquired by BB Investment Company (Proprietary) Limited between
the final date of the scheme circular, being September 23 2003, and the scheme
record date.
2.3 Receipt of scheme consideration for dematerialised scheme participants
Scheme participants who hold dematerialised shares in Bidvest ("dematerialised
scheme participants") will have their holdings withdrawn and the scheme
consideration and call options credited to their Central Securities Depository
Participant ("CSDP") or broker account on Monday, December 8 2003, in terms of
the agreement entered into between the dematerialised scheme participant and
his/her CSDP or broker.
Bidvest share certificates may not be dematerialised or rematerialised between
Monday, December 1 2003 and Friday, December 5 2003, both days inclusive.
Johannesburg
November 18 2003
Investment bank and Corporate law advisers to the Reporting
transaction advisor transaction accountants and
auditors
(Investec Corporate (ENF ) (Werksmans ) (KPMG Inc. )
Finance )
Lead sponsor to Joint sponsor to Attorneys for the Independent
Bidvest Bidvest scheme advisor
(Investec (Deutsche (Knowles Hussain ) (Nedbank Corporate
Securities ) Securities ) )
Date: 18/11/2003 04:12:09 PM Supplied by www.sharenet.co.za
Produced by the JSE SENS Department
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