Bidvest - Irrevocable undertakings and renewal of cautionary announcement

Bidvest - Irrevocable undertakings and renewal of cautionary announcement       
THE BIDVEST GROUP LIMITED                                                       
(Incorporated in the Republic of South Africa)                                  
(Registration number 1946/021180/06)                                            
Share code: BVT          ISIN: ZAE000050449                                     
("Bidvest")                                                                     
Irrevocable undertakings to accept a proposal by Bidvest to acquire the entire  
issued stated capital of McCarthy Limited ("McCarthy") and renewal of cautionary
announcement                                                                    
1.  INTRODUCTION                                                                
    It was announced on the Securities Exchange News Service ("SENS") of        
the JSE Securities Exchange South Africa ("the JSE") on November 5 2003,        
that the major shareholders of McCarthy, being a consortium of banks            
("the consortium of banks"), had irrevocably undertaken to accept the           
proposal by Bidvest to acquire the entire issued stated capital of              
McCarthy ("the McCarthy ordinary shares") ("the Bidvest proposal") at a         
price of 33 cents per McCarthy ordinary share ("the initial                     
announcement").                                                                 
    Subject to the fulfilment of an outstanding condition precedent,            
Bidvest intends to submit to the Board of Directors of McCarthy a firm          
intention to make an offer to acquire the McCarthy ordinary shares.             
 Further to the initial announcement, McCarthy shareholders collectively        
holding 22 922 235 McCarthy ordinary shares representing 1,13% of the           
McCarthy ordinary shares have since, in writing, irrevocably undertaken         
to accept the Bidvest proposal at a price of 36 cents per McCarthy              
ordinary share.                                                                 
    Accordingly, Bidvest has revised the Bidvest proposal, from a price         
of 33 cents per McCarthy ordinary share to a revised price of 36 cents          
per McCarthy ordinary share. In terms of the agreement entered into             
between the consortium of banks and Bidvest, the consortium of banks has        
undertaken not to accept any increase in the price of 33 cents per              
McCarthy ordinary share in relation to the Bidvest proposal.                    
    Bidvest has, to date, acquired 24 146 371 McCarthy ordinary shares          
representing 1,19% of the McCarthy ordinary shares. McCarthy ordinary           
shareholders collectively holding 1 817 347 732 McCarthy ordinary shares        
representing 90,47% of the McCarthy ordinary shares not held by Bidvest         
have, in writing, irrevocably undertaken to accept the Bidvest proposal.        
2.  RENEWAL OF CAUTIONARY ANNOUNCEMENT                                          
    The Bidvest proposal remains subject to the conditions precedent            
detailed in the initial announcement. Bidvest shareholders are,                 
therefore, advised to continue to exercise caution when dealing in their        
Bidvest shares until a further announcement regarding the Bidvest               
proposal is made.                                                               
Sandton                                                                      
   December 19 2003                                                             
Corporate adviser and lead sponsor to Bidvest                                   
   Investec Corporate Finance                                                   
Investec Bank Limited                                                        
  (Registration number 1969/004763/06)                                          
Co-sponsor                                                                      
   Deutsche Securities                                                          
Member of the Deutsche Bank Group                                            
   Deutsche Securities (SA) (Proprietary) Limited                               
  (Registration number 1995/011798/07)                                          
Legal adviser to Bidvest                                                        
Edward Nathan & Friedland (Pty) Ltd                                          
   Corporate Law advisers & Consultants                                         
  (Registration number 1999/026464/07)                                          
Date: 19/12/2003 10:41:03 AM Supplied by www.sharenet.co.za                     
Produced by the JSE SENS Department