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The Bidvest Group Limited - Offer To Bidvest Plc Minorities Declared Wholly Unconditional 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 DECLARED WHOLLY UNCONDITIONAL Shareholders" attention is drawn to the announcement issued yesterday which stated the respective boards of directors of Bidvest and Bidplc had 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 offer is conditional upon valid acceptances being received from Bidplc shareholder in respect of not less than 90% of the entire issued and to be issued share capital of Bidplc. This condition has now been satisfied, as set out in the salient features from an announcement made by BFPD on 5 April 2004 as detailed below. "Bid Foodservice Products Division (IOM) Limited ("BFPD") Recommended Cash Offer for Bidvest plc ("Bidplc") OFFER UNCONDITIONAL IN ALL RESPECTS OFFER EXTENDED Further to the announcement earlier today the board of BFPD announces that as at 4.00 p.m. today (London time), valid acceptances under the Offer had been received in respect of a total of 181,123,911 Bidplc Shares, representing approximately 91.8 per cent. of the existing issued share capital of Bidplc. Accordingly, BFPD now owns or has received valid acceptances in respect of a total of 181,262,036 Bidplc Shares, representing approximately 91.8 per cent. of the existing issued ordinary share capital of Bidplc. The condition to the Offer has now been satisfied. Accordingly the boards of Bidvest and BFPD announce that the Offer is now unconditional in all respects. Settlement of the consideration due under the Offer in respect of valid acceptances received on or before 5.00 p.m. (London time) on 6 April 2004 will be despatched on 13 April 2004 and, in the case of valid acceptances received after 6 April 2004, but while the Offer remains open for acceptance, on the next following Friday falling not less than two clear business days after the date of receipt, in each case provided that the Friday on which the consideration is due to be despatched is a business day or, if not, the next following business day after such Friday. As BFPD now either owns or has received valid acceptances in respect of 91.8 per cent. of the existing issued ordinary share capital of Bidplc, it intends on 2 August 2004 to commence the necessary procedures to enable the compulsory acquisition by BFPD of all those Bidplc Shares which it does not already hold and in respect of which valid acceptances of the Offer have not been received, under section 154 of the Isle of Man Companies Act 1931. It is also the intention of BFPD to procure the making of applications by Bidplc to the ASX and to the Luxembourg Stock Exchange for the cancellation of the listing of Bidplc Shares on the ASX and the Luxembourg Stock Exchange, respectively, and to re-register Bidplc as a private company under the relevant provisions of the Isle of Man Companies Act 1931." The table below sets out the pro forma financial effects of the transaction on a Bidvest shareholder for the half year ended 31 December 2003. Note Before the After the
Per Bidvest share transaction transaction % change (cents) (cents) Earnings 1 233,8 238,0 1,8 Headline earnings 1 248,0 252,7 1,9 Net tangible 2 1 624,4 1 313,2 (19,2) asset value The pro forma financial effects have been prepared for illustrative purposes only, in order to provide information on how the transaction might affect the financial position of Bidvest shareholders and, because of its nature, may not give a true reflection of the actual financial effects of the transaction. The pro forma financial effects have been calculated on the basis set out below. Notes: The "Before" column reflects the earnings and headline earnings per Bidvest share for the half year ended 31 December 2003 calculated on the basis of the weighted average number of 302,1 million Bidvest shares in issue throughout the period. The "After" column assumes that the transaction was implemented with effect from 1 July 2003 and incorporates the incremental earnings of Bidplc for the half year ended 31 December 2003. Interest at a rate of 4.0% per annum (after tax) has been accrued. The "Before" column reflects the net asset value per Bidvest share as at 31 December 2003, and is based on 299,6 million Bidvest shares in issue at 31 December 2003. The "After" column assumes that the transaction was implemented on 31 December 2003 and incorporates the incremental net asset value of Bidplc as at that date. No account has been taken of any personal taxes, which might be applicable to Bidvest shareholders in the calculation of the above pro forma financial effects. Sandton 6 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 Bidvest and BFPD and no one else in connection with the Offer and will not be responsible to anyone other than Bidvest and BFPD 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. Date: 06/04/2004 09:27:50 AM Supplied by www.sharenet.co.za Produced by the JSE SENS Department
