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Bidvest/ Namsea - Update On Voluntary Offer

Release Date: 30/08/2006 17:00
Code(s): BDEO NMS BVT
Wrap Text

Bidvest/ Namsea - Update On Voluntary Offer The Bidvest Group Limited (Incorporated in the Republic of South Africa) (Registration number 1946/021180/06) (Share Code: BVT ISIN: ZAE000050449) ("Bidvest") Namibian Sea Products Limited (Incorporated in the Republic of Namibia) (Registration number 709/1953) (South African share code: NMS) (Namibian share code: NAS & ISIN: NA0008640246) ("Namsea") UPDATE ON VOLUNTARY OFFER TO ALL SHAREHOLDERS OF NAMSEA OTHER THAN BIDVEST 1. Introduction Namsea shareholders are referred to the joint announcement by Bidvest and Namsea dated May 9 2006, regarding a voluntary offer by Bidvest to all shareholders of Namsea other than Bidvest ("the offer"). All the conditions precedent to the offer have been met and accordingly, the closing date of the offer will be September 15 2006 ("the closing date"). 2. Acceptance of the offer Namsea shareholders are referred to the Namsea interim report published on SENS on August 29 2006, wherein shareholders were advised to exercise caution in dealing in Namsea"s securities given the current potential restructuring and reorganisation of Namsea. As a result of the potential restructuring and reorganisation, the directors of Namsea who hold shares in Namsea, directly or indirectly, believe that they are unable to tender such shares in the offer. Accordingly Bidvest and Namsea wish to afford all Namsea shareholders who have already accepted the offer, the opportunity to revoke such acceptance on or prior to the closing date. Namsea shareholders who still wish to accept the offer may do so prior to the closing date. 3. Action to be taken by Namsea shareholders 3.1 Namsea shareholders wishing to accept the offer Namsea shareholders wishing to accept the offer are referred to
the procedures detailed in paragraph 4 of the circular posted to Namsea shareholders on May 22 2006 and paragraph 4 below. Namsea shareholders who have offered their shares and have followed the required procedures referred to above and wish to
proceed with the offer should not take any further action. 3.2 Namsea shareholders wishing to revoke their acceptance of the offer 3.2.1 Dematerialised Namsea shareholders
Namsea shareholders holding Namsea shares that have been dematerialised through a Central Securities Depository Participant ("CSDP") or broker ("dematerialised shareholders") who want to revoke
their acceptance of the offer, should instruct their duly appointed CSDP or broker to revoke their acceptance of the offer. The instruction to revoke their acceptance of the offer
must be provided to the Namsea shareholders" CSDP or broker, as the case may be, by the cut-off time required by the CSDP or broker and in any event, timeously, in order for such CSDP or broker to take the
necessary action to revoke the acceptance of the offer prior to the closing date. Neither Bidvest nor Namsea accepts any responsibility and will not be held liable for any acts or omissions on the part of a CSDP or
broker of a dematerialised Namsea shareholder. 3.2.2 Certificated Namsea shareholders Namsea shareholders holding Namsea shares that are represented by a share certificate or other physical
document of title and which have not been surrendered for dematerialisation ("certificated Namsea shareholders") who want to revoke their acceptance of the offer should notify the transfer secretaries in
writing, by hand or by registered mail to: Delivered to: Posted to: South African transfer secretaries Computershare Investor Computershare Investor
Services 2004 Services 2004 (Proprietary) Limited (Proprietary) Limited Ground Floor P O Box 61763 70 Marshall Street Marshalltown
Johannesburg, 2001 2107 Namibian transfer secretaries Walvis Bay Ernst & Young
1st Floor Ernst & Young Bastos Building P O Box 415 8th Street Walvis Bay Walvis Bay Namibia
Windhoek Ernst & Young Ernst & Young 7th Floor P O Box 1857 Metje Behnsen Windhoek
BuildingIndependence Namibia AvenueWindhoek so as to be received by not later than 12:00 on the closing date.
The documents of title surrendered by certificated Namsea shareholders have been held in trust, at the Namsea shareholders" risk, by the transfer secretaries and will be returned by registered post to the
certificated Namsea shareholders in question at the Namsea shareholders" risk within five business days of the date upon which the transfer secretaries receive notification from such Namsea shareholders that they
want to revoke their acceptance of the offer. 4. Salient dates and further documentation Announcement of the closing date on SENS August 30 2006 Announcement of the closing date in the August 31 2006 press Last day for Namsea shareholders to trade September 8 in order to be eligible to participate in 2006 the offer Shares trade ex the right to participate September 11 in the offer from the commencement of 2006 business Record date on which Namsea shareholders September 15 must be recorded in the register of Namsea 2006 shareholders in order to be eligible to participate in the offer Last day for certificated Namsea September 15 shareholders to provide notification 2006 should they want to revoke their acceptance of the offer (12:00) Closing date of the offer (12:00) September 15 2006 Results of the offer to be announced on September 18 SENS 2006 Offer consideration credited to the CSDP September 18 or broker, as the case may be, of offer 2006 participants who have dematerialised their Namsea shares and who have accepted the offer Results of the offer to be published in September 19 the press 2006 Offer consideration posted to offer On or before participants who have not dematerialised September 22 their Namsea shares (if documents of title 2006 are received on or prior to the closing date) and who accepted the offer Notes: 1) Share certificates representing Namsea shares may not be dematerialised or rematerialised between one day after the last day to trade and the closing date, both days inclusive. 2) The above dates and times are subject to amendment by Bidvest and Namsea. Any such change will be announced on SENS and published in the press. 3) Dematerialised Namsea shareholders who wish to accept the offer are required to notify their duly appointed CSDP or broker of
their intention to accept the offer in the manner and time stipulated in the agreement governing the relationship between the dematerialised Namsea shareholder and his CSDP or broker. 4) Certificated Namsea shareholders who wish to accept the offer are required to complete and return the form of acceptance, surrender and transfer in accordance with the instructions contained therein by not later than 12:00 on the closing date. 5) Dematerialised Namsea shareholders who wish to revoke their acceptance of the offer are required to notify their duly appointed CSDP or broker of their intention to revoke such acceptance in the manner and time stipulated in the agreement governing the relationship between the dematerialised Namsea
shareholder and his CSDP or broker. 6) Certificated Namsea shareholders who wish to revoke their acceptance of the offer should notify the transfer secretaries in writing by 12:00 on the closing date
7) All times indicated above are South African and Namibian times. Walvis Bay Johannesburg Namsea Bidvest August 30 2006 Lead sponsor to Joint sponsor to Investment bank Bidvest Bidvest (Investec Corporate (Investec Bank (Deutsche Finance) Limited) Securities) South African South African Transaction law sponsor to Namsea Namibian Sponsor to advisor to Bidvest Namsea (Werksmans) (PSG Capital) (Investment house Namibia) Date: 30/08/2006 05:00:15 PM Supplied by www.sharenet.co.za Produced by the JSE SENS Department

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