The Bidvest Group Limited - Offer To Bidvest Plc Minorities And Withdrawal 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" or "the Company") OFFER TO BIDVEST PLC MINORITIES AND WITHDRAWAL OF CAUTIONARY ANNOUNCEMENT Shareholders attention is drawn to the cautionary announcement issued on 5 March 2004 in which Bidvest, which owns 81% of the shares in Bidvest plc ("Bidplc"), had reached agreement in principle with certain significant minority shareholders in Bidplc to acquire, subject to the satisfaction of certain pre- conditions, all of their shares in Bidplc for a price of A$ 6.00, in cash, per Bidplc share. The respective boards of directors of Bidvest and Bidplc have reached agreement on the terms of a recommended cash offer to be made by HSBC Bank plc, on behalf of Bid Foodservice Products Division (IOM) Limited ("BFPD") (an indirect wholly- owned subsidiary of Bidvest), to acquire the entire issued and to be issued share capital of Bidplc ("the offer"), the salient details of which are set out below. "Recommended Cash Offer by HSBC Bank plc ("HSBC") on behalf of Bid Foodservice Products Division (IOM) Limited ("BFPD") (an indirect wholly-owned subsidiary of The Bidvest Group Limited ("Bidvest")) for the whole of the issued and to be issued share capital of Bidvest plc ("Bidplc") - Recommended cash offer of A$6.00 or 2.48 per Bidplc share being made by HSBC, on behalf of BFPD, to acquire the whole of the issued and to be issued share capital of Bidplc - Shareholders of Bidplc may elect to receive their consideration in either Australian dollars or pounds sterling Offer values the existing issued share capital of Bidplc at approximately A$1,184 million (489 million) - Offer Price represents a premium of approximately 41.7 per cent. to the Bidplc weighted average Closing Price of A$4.23 for the 12 months prior to 4 March 2004 (the day prior to the commencement of the Offer Period) - Commitments received from Bidplc Shareholders representing 92.2 per cent. of the existing issued share capital of Bidplc to support the Offer As the details of the offer have been public and posted to shareholders of Bidplc, caution is no longer required to be exercised by Bidvest shareholders in dealing in their securities Sandton 2 April 2004 ENQUIRIES: Bidvest Brian Joffe (Chairman) Tel: + 27 (0) 11 772 8704 David Cleasby (Investor Relations) Tel: +27 (0) 11 772 8706 Investec Bank Limited HSBC Bank plc Edward Nathan & Friedland (Pty) Ltd Deutsche Securities SA (Pty) Ltd HSBC Bank plc, which is regulated in the United Kingdom by the Financial Services Authority, is acting exclusively for BFPD and Bidvest and no one else in connection with the Offer and will not be responsible to anyone other than BFPD and Bidvest for providing the protections afforded to customers of HSBC Bank plc or for providing advice in relation to the Offer or any other matter referred to in this announcement. Carlton Corporate Finance, which is regulated in the United Kingdom by the Financial Services Authority for the conduct of designated investment business in the United Kingdom, is acting for Bidplc and no one else in connection with the Offer and will not be responsible to anyone other than Bidplc for providing the protections afforded to clients of Carlton Corporate Finance or for giving advice in relation to the Offer or any other matter referred to in this announcement. Date: 05/04/2004 09:02:05 AM Supplied by www.sharenet.co.za Produced by the JSE SENS Department