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Offer To Bidcorp Plc ("BIDCORP") Minorities By Scheme Of Arrangement 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 BIDCORP PLC ("BIDCORP") MINORITIES BY SCHEME OF ARRANGEMENT Shareholders attention is drawn to the fact that The Independent Directors of Bidcorp and the board of Bidvest announce that they have reached agreement on the terms of a recommended proposal, under which Bid Services Division (UK) Limited ("BSD") (a wholly-owned subsidiary of Bidvest) will acquire all of the Bidcorp Shares not already owned by the Bidvest Group at 20 pence per share in cash. The Proposal is to be effected by way of a scheme of arrangement between Bidcorp and the Scheme Shareholders. Bidvest currently owns 145,448,245 Bidcorp Shares representing approximately 58.6 per cent. of the issued share capital of Bidcorp. Transaction highlights * Under the terms of the Proposal, Scheme Shareholders will receive 20 pence per Scheme Share in cash, valuing the existing issued share capital of Bidcorp at approximately GBP49.6 million. The value of the Proposal is approximately GBP20.6 million (R250 million) before transaction costs. * The consideration payable to Scheme Shareholders in respect of their Scheme Shares represents a premium of approximately 15.9 per cent. to the Closing Price of 17.25 pence per Bidcorp Share on 24 May 2004 (the last practicable business day prior to this announcement) * The Independent Directors of Bidcorp unanimously intend to recommend the Proposal to Bidcorp Shareholders * Those Independent Directors who own Bidcorp Shares have given irrevocable undertakings to vote or procure the voting in favour of the resolutions required to give effect to the Proposal in respect of, in aggregate, 7,577,977 Bidcorp Shares, representing approximately 3.1 per cent. of the existing issued share capital of Bidcorp * Certain institutional Bidcorp Shareholders have given irrevocable undertakings or letters of intent to vote in favour of the resolutions required to give effect to the Proposal in respect of, in aggregate, 16,275,363 Bidcorp Shares, representing approximately 6.6 per cent. of the existing issued share capital of Bidcorp * In aggregate therefore, BSD has received irrevocable undertakings or letters of intent to vote or procure the voting in favour of the resolutions required to give effect to the Proposal in respect of 23,853,340 Bidcorp Shares, representing approximately 9.6 per cent. of the existing issued share capital of Bidcorp and approximately 23.2 per cent. of the Bidcorp Shares not already owned by the Bidvest Group * The Scheme will be subject to the approval of Bidcorp shareholders and the sanctioning of the Scheme by the Courts. The conditions are expected to be satisfied and the Scheme to become effective in August 2004 Full details of the Scheme will be contained in the Scheme document, due to be posted to Bidcorp shareholders on or about mid June 2004. Definitions used in this announcement have the same meaning as those used in the announcement made by Bidcorp and Bidvest to the London Stock Exchange today. The proposal by Bidvest or BSD to acquire the minority shareholdings in Bidcorp will be subject to the City Code. Under the rules of the City Code, there are certain dealing disclosure requirements which apply in respect of dealings in relevant securities during an offer period. An offer period is deemed to have commenced with immediate effect by virtue of this announcement. As a result, any person who, alone or acting together with any other person(s) pursuant to an agreement or understanding (whether formal or informal) to acquire or control securities of Bidcorp, owns or controls, or becomes the owner or controller, directly or indirectly of one per cent. or more of any class of securities of Bidcorp is generally required under the provisions of Rule 8 of the City Code to notify a Regulatory Information Service and the Panel of every dealing in such securities until such time as the offer period ends for the purposes of the City Code. Dealings by Bidvest, Bidcorp or their respective "associates" (within the definitions set out in the City Code) in any class of securities of Bidcorp must also be disclosed. Please consult your financial adviser immediately if you believe that this rule may be applicable to you. Sandton 25 May 2004 ENQUIRIES: Bidvest Brian Joffe (Chairman) Tel: + 27 (0) 11 772 8704 David Cleasby (Investor Relations) Tel: +27 (0) 11 772 8706 HSBC Bank plc Jan Sanders Marcus Ayre Tel +44 (0) 207 991 8888 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 BSD and Bidvest and no one else in connection with the Proposal and will not be responsible to anyone other than BSD and Bidvest for providing the protections afforded to customers of HSBC Bank plc or for providing advice in relation to the Proposal or any other matter referred to in this announcement. Date: 25/05/2004 09:06:40 AM Supplied by www.sharenet.co.za Produced by the JSE SENS Department
