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BIDVEST/MCCARTHY LIMITED- RESULTS OF THE OFFER TO MCCARTHY SHAREHOLDERS
BIDVEST LIMITED MCCARTHY LIMITED
(Incorporated in the Republic of (Incorporated in the Republic of South
South Africa) Afica)
(Registration number (Registration number 1991/003245/06)
1946/021180/06) Share code: MCC
Share code: BVT ISIN: ZAE000034823
ISIN:ZAE000050449 ("McCarthy" or "the company")
("Bidvest")
RESULTS OF THE OFFER TO MCCARTHY SHAREHOLDERS AND NOTICE IN TERMS OF SECTION
440K(1) OF THE COMPANIES ACT, 1973 (ACT 61 OF 1973), AS AMENDED ("THE ACT")
1. INTRODUCTION
McCarthy shareholders are referred to the announcement published on the
Securities Exchange News Service ("SENS") of the JSE Securities Exchange South
Africa ("JSE") and in the press on January 26, 2004, and to the circular posted
to McCarthy shareholders on the same date, in terms of which Bidvest made an
offer to acquire all the McCarthy ordinary shares from McCarthy shareholders for
a cash consideration of 36 cents per McCarthy ordinary share (and if applicable
any interest thereon) plus a pro rata entitlement to additional liquidation
dividends that McCarthy may receive from Retail Apparel Group Limited ("RAG"),
Retail Apparel (Proprietary) Limited ("RAP"), RAG Capital Limited, the RAG
Security Trust and the subsidiaries and affiliates of RAG (collectively, "the
RAG Group"), in excess of the advance liquidation dividend, together with any
interest earned thereon, received by McCarthy from RAP ("the RAG dividend") (if
it materialises) after settling up to the first R10 000 000 of the RAG dividend
plus any costs incurred by the consortium of banks associated with all matters
relating to McCarthy"s claims against the RAG Group ("the indemnity fee") ("the
offer").
McCarthy shareholders are also referred to the announcement published on SENS on
February 4, 2004 and in the press on February 5, 2004 in which it was stated
that the condition precedent to the offer had been fulfilled and the offer had
therefore become unconditional.
McCarthy shareholders are further referred to the announcements published on
SENS on February 17, 2004 and on February 20, 2004 regarding the redemption of
all the McCarthy preference shares, other than those held by the consortium of
banks.
2. RESULTS OF THE OFFER
Bidvest currently holds 47 825 495 McCarthy ordinary shares representing 2,23%
of McCarthy"s issued stated capital.
The total number of acceptances received for the offer, which closed at 12:00 on
February 20, 2004, was 2 068 012 554 McCarthy ordinary shares representing
98,78% of the McCarthy ordinary shares which are subject to the offer ("offer
shares").
As a result Bidvest now owns 2 115 838 049 McCarthy ordinary shares,
representing 98,80% of McCarthy"s issued stated capital.
3. NOTICE IN TERMS OF SECTION 440K OF THE ACT
As the offer has been accepted by McCarthy shareholders in respect of more than
nine-tenths of the offer shares and the offer is unconditional, Bidvest now
intends acquiring the remainder of the McCarthy ordinary shares, held by
McCarthy shareholders who did not accept the offer, in terms of section
440K(1)(a) of the Act.
A notice, to be issued by Bidvest, in terms of section 440K(1) of the Act ("the
notice") will be posted on February 25, 2004 to those McCarthy shareholders who
did not accept the offer.
Certificated McCarthy shareholders are requested to surrender their documents of
title in respect of their McCarthy ordinary shares by properly completing the
forms of surrender attached to the notice. Bidvest will make payment of amounts
due to the McCarthy shareholders who lodge properly completed forms of
surrender, together with relevant documents of title, within five business days
of receipt by the transfer secretaries of the relevant form of surrender,
together with the requisite documents of title.
Where dematerialised shareholders are concerned, the Central Securities
Depository Participant ("CSDP") or broker will be credited with any amount due
to McCarthy shareholders within five business days of receipt of the surrender
notification by the transfer secretaries, in terms of the agreement entered into
between the dematerialised shareholders and their CSDP or broker.
Instruments of transfer signed by Bidvest will be submitted to McCarthy in terms
of section 440K(2) of the Act in respect of those McCarthy shareholders who do
not surrender their documents of title ("the remaining McCarthy shareholders")
within five business days of the later of the expiry of the notice or the
dismissal of any application to the Court made in terms of section 440K(1) of
the Act.
Thereafter the ordinary shares of the remaining McCarthy shareholders will be
transferred to Bidvest. The cash consideration of 36 cents per McCarthy ordinary
share, (and if applicable any interest thereon) plus a pro rata entitlement to
the RAG dividend (if it materialises) after settling the indemnity fee, in
respect of the McCarthy ordinary shares of the remaining McCarthy shareholders
so transferred, will be held in trust by McCarthy, for the benefit of the
remaining McCarthy shareholders entitled thereto, pending the surrender of their
documents of title, or the waiver by Bidvest of the requirements to deliver such
documents. No interest will accrue or be paid to shareholders from any trust
funds so held.
Sandton
February 23, 2004
Corporate adviser and lead sponsor to Lead sponsor to McCarthy
Bidvest
Investec Bank Limited Rand Merchant Bank (a division of
Corporate Finance FirstRand Bank Limited)
Joint sponsor to Bidvest Corporate law advisers to McCarthy
Deutsche Securities Cox Yeats Attorneys
Corporate law advisers to Bidvest Independent reporting accountants
and auditors to McCarthy
Edward Nathan & Friedland (Pty) Ltd Deloitte & Touche
Chartered Accountants (South
Africa)
Registered Accountants and
Auditors
Adviser to the lead bank Transfer secretaries
RMB Corporate Finance Ultra Registrars (Proprietary)
Limited
Independent financial adviser and
transaction sponsor to McCarthy
Nedbank Corporate
Date: 23/02/2004 12:04:06 PM Supplied by www.sharenet.co.za
Produced by the JSE SENS Department
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