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Bidvest / Dinatla / BidBEE Limited - Fulfilment Of The Remaining Condition Precedent To The Scheme And Finalisation Announcement The Bidvest Group Limited (Incorporated in the Republic of South Africa) (Registration number 1946/021180/06) (Share code: BVT ISIN: ZAE000008132) ("Bidvest") Dinatla Investment Holdings (Proprietary) Limited (Incorporated in the Republic of South Africa) (Registration number 2003/023927/07) ("Dinatla") BidBEE Limited (Incorporated in the Republic of South Africa) (Registration number 2003/018861/06) Securities code: BDE ("BidBEE") FULFILMENT OF THE REMAINING SUSPENSIVE CONDITION TO THE SCHEME AND FINALISATION ANNOUNCEMENT FULFILMENT OF THE REMAINING SUSPENSIVE CONDITION TO THE SCHEME Further to the announcement published on the Securities Exchange News Service ("SENS") of the JSE Securities Exchange South Africa ("JSE") on Tuesday, November 18 2003, Investec Bank Limited is authorised to announce that the remaining suspensive condition to 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") has now been fulfilled. The Order of the Court sanctioning the scheme has been registered with the Registrar of Companies. FINALISATION OF THE TABLE OF ENTITLEMENTS Scheme participants are referred to the table of entitlements set out in Annexure IV to the circular sent to Bidvest shareholders dated October 24 2003. The number of Bidvest shares which a scheme participant will dispose of ("scheme shares"), will be determined by multiplying the number of Bidvest shares held by the scheme participant by 0.15019. Accordingly Scheme participants will dispose of 15.019 Bidvest shares for every 100 Bidvest shares held. Scheme participants will receive one BidBEE security in exchange for each scheme share disposed of. The number of call options to which a scheme participant will be entitled, will be determined by multiplying the number of Bidvest shares held by the scheme participant by 0.06007. Accordingly, scheme participants will receive 6.007 call options for every 100 Bidvest shares held. If a scheme participant is required to dispose of a fraction of a scheme share or becomes entitled to receive a fraction of a call option then such fraction shall be: rounded up to the nearest scheme share or call option, if the fraction is equal to or greater than half of a scheme share or call option; and rounded down, if the fraction is less than half of a scheme share or call option. SALIENT DATES 2003 Last day to trade Bidvest shares on the Friday, November 28 JSE in order to be recorded in the register on the record date of the scheme Bidvest shares commence trading ex the Monday, December 1 disposal of the scheme shares to Dinatla and the entitlement to the BidBEE securities and call options Date of listing the BidBEE securities and Monday, December 1 the call options on the JSE and the date from which trading in the BidBEE will commence Record date of the scheme to determine Friday, December 5 participation in the scheme Operative date of the scheme from the Monday, December 8 commencement of business Date from which the scheme consideration Monday, December 8 and the call options will be made available or posted to certificated scheme participants (if documents of title are received on or prior to the record date of the scheme) or, failing that, within five business days of receipt of the relevant documents of title by Computershare Limited Dematerialised scheme participants will Monday, December 8 have the BidBEE securities and the call options credited to their safe custody account held at their Central Securities Depository Participant or broker Share certificates in Bidvest may not be dematerialised or rematerialised between Monday, December 1 2003 and Friday, December 5 2003, both days inclusive. Johannesburg November 21 2003 Investment bank and transaction adviser Investec Corporate Finance Investec Bank Limited (Registration number 1969/004763/06) Corporate law advisers to the transaction Edward Nathan & Friedland (Pty) Ltd Corporate Law advisers & Consultants (Registration number 1999/026464/07) Werksmans Incorporated (Registration number 1990/007215/21) Lead sponsor to Bidvest Investec Securities Limited Member of the JSE (Registration number. 1972/008905/06) Joint sponsor to Bidvest Deutsche Securities Member of the Deutsche Bank Group Deutsche Securities (SA) (Proprietary) Limited (Registration number 1995/011798/07) Reporting accountants and auditors KPMG Attorneys for the scheme Knowles Husain Lindsay Inc Attorneys (Registration number 2000/000004/21) Independent advisor Nedbank Corporate Date: 21/11/2003 11:15:05 AM Supplied by www.sharenet.co.za Produced by the JSE SENS Department
