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Bidvest plc offer to minorities 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") BIDVEST PLC MINORITIES TO BE BOUGHT OUT BIDVEST is making an offer to buy out minorities in Bidvest plc, its foodservice distribution subsidiary listed on the Luxembourg and Australian Stock Exchanges in which it has an 81% interest. Commitments to support the offer, including that of Bidvest itself, have been received from approximately 92% of shareholders. Bidvest intends, assuming it becomes so entitled, to compulsorily acquire the interests of those minorities who do not accept the offer. Bidvest will seek a delisting of Bidvest plc from the Luxembourg and Australian Stock Exchanges to operate Bidvest plc as a wholly owned subsidiary of Bidvest. Commenting on the offer today (Monday, April 5), Bidvest chairman Brian Joffe said the offer is consistent with the group"s philosophy of 100% ownership of all its businesses and control of their cash flows, as outlined in the 2003 annual report. "We have therefore decided to make the offer as a mechanism for obtaining absolute control of Bidvest plc, in line with our stated intentions, and to give Bidvest plc shareholders a certain cash exit that they may not otherwise be able to obtain, at a significant premium to the 12 month weighted average closing price." Shareholders are being offered A$6.00 a share, which is a premium of approximately 42% to the weighted average closing price of A$4.23 for Bidvest plc for the 12 months preceding 4 March 2004. Shareholders have the option of being paid out in Australian dollars or the equivalent in pounds sterling. The independent director of Bidvest plc, who has been advised by Carlton Corporate Finance, considers the terms of the offer to be fair and reasonable and will recommend that Bidvest plc shareholders accept the offer. Bidvest plc operates in the UK and Australasia and comprises three businesses: 3663 First for Foodservice in the UK, Bidvest First of Foodservice in Australia and Crean First for Foodservice in New Zealand. All three are leading broadline foodservice distributors in the regions in which they operate. Bidvest plc posted a 22% rise to 8.72p in headline earnings per share and a 24% rise to Pounds 24.7 million in operating income for the six months ended 31 December 2003. This was achieved on a 14% gain in revenue to Pounds 785.8 million. Bidvest has undertaken to safeguard employee rights should the offer become unconditional. Appropriate proposals will be extended to Bidvest plc staff with share options in due course. Joffe says Bidvest plc enjoys a strong market position, supported by an excellent management team. The further development of the group"s business is best served as a wholly owned subsidiary of Bidvest. Sandton 5 April 2004 _____________________________________________________________________ ISSUED ON BEHALF OF: THE BIDVEST GROUP LIMITED BY: CLEAR DISTINCTION COMMUNICATIONS BIDVEST CONTACTS: Brian Joffe (Chairman) Tel: + 27 (0) 11 772-8704 David Cleasby (Investor Relations) Tel : +27 (0) 11 772 8706 CONSULTANCY CONTACT: Carol Dundas Tel: +27 (0) 11 444-0650 Mobile: +27 (0) 83 447-6648 The text above should be read in conjunction with the attached announcement Date: 05/04/2004 09:03:02 AM Supplied by www.sharenet.co.za Produced by the JSE SENS Department
