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BVT - Bidvest - Proposed Acquisition By Bidvest Of Between 20% And 30% Of The Ordinary Shares Of Nampak Limited ("Nampak") The Bidvest Group Limited Incorporated in the Republic of South Africa Registration number 1946/021180/06 Share code: BVT ISIN: ZAE00117321 ("Bidvest") Proposed acquisition by Bidvest of between 20% and 30% of the ordinary shares of Nampak Limited ("Nampak") 1. Introduction The board of directors of Bidvest hereby announces the terms of a transaction to be proposed between Bidvest or a wholly-owned subsidiary of Bidvest ("The Bidvest Group") and Nampak shareholders, in terms of which The Bidvest Group will make a pro rata offer to acquire 25%, of the ordinary shares held by each of the Nampak shareholders ("the Pro-Rata Offer"). 2. Rationale for the Pro Rata Offer Bidvest`s proven ability of combining investment skills and management expertise has enabled it to achieve a highly accomplished track record and consistently grow the wealth of all its stakeholders. This strategy has included, not only acquiring 100% of its acquisition targets, but also identifying and making strategic investments of between 20% and 35% in businesses which are aligned to industries in which Bidvest operates and in which it believes it can add value for all stakeholders. 3. Terms of the Pro Rata Offer In terms of the Pro Rata Offer which it is intended will be made on the terms set out in this announcement and subject to the suspensive conditions set out in paragraph 4 below: - The Bidvest Group will by no later than 17h00 on September 17 2008 offer to acquire 25% of the ordinary shares held by each of the Nampak shareholders; and - the purchase price per Nampak ordinary share will be settled by the issue of Bidvest ordinary shares in the ratio of 7.50 Nampak ordinary shares for one Bidvest ordinary share which Bidvest ordinary shares will be issued ex any normal ordinary dividend or distribution payable by Bidvest to its shareholders in respect of the six month period ended June 30 2008 ("the Pro Rata Offer Consideration"). 4. Suspensive conditions The Pro Rata Offer will be subject to the following suspensive conditions: - to the extent required, the approval of Bidvest shareholders; - the receipt by The Bidvest Group of the requisite regulatory approvals; - The Bidvest Group owning at least 125 million Nampak ordinary shares (approximating 20% of the Nampak ordinary shares in issue) after completion of the Pro Rata Offer ("the Minimum Nampak Shareholding"). To this extent it is recorded that The Bidvest Group currently holds approximately 5% of the Nampak ordinary shares in issue; and - there being no material adverse change in market conditions or in the financial position of Nampak which comes to the attention of The Bidvest Group. 5. Financial effects of the Pro Rata Offer on Bidvest shareholders The table below sets out the pro forma financial effects of the Pro Rata Offer assuming it had been implemented by Bidvest on June 30 2008 for balance sheet purposes and for the year ended June 30 2008 for income statement purposes. The pro forma financial effects have been prepared for illustrative purposes only to provide information about how the Pro Rata Offer would have affected the financial information presented.
Per Bidvest share Before the After the % change Pro Rata Pro Rata (%)
Offer Offer (cents) (cents) Earnings 1 1 073.0 1 094.0 2.0 Headline earnings 1 1 068.0 1 088.0 1.9 Net asset value 2 4 480.6 4 844.1 8.1 Tangible net asset value 2 2 803.0 3 254.6 16.1 Notes 1. The "Before the Pro Rata Offer" column represents the audited earnings and headline earnings per Bidvest ordinary share for the year ended June 30 2008. The "After the Pro Rata Offer column" is based on a weighted average of 319.8 million Bidvest ordinary shares in issue for the year ended June 30 2008 and shows the earnings and headline earning per Bidvest ordinary share on the assumption that the unaudited earnings and headline earnings of Nampak for the rolling 12 months ended March 31 2008 in respect of the Minimum Nampak Shareholding had been equity accounted by Bidvest for the year ended June 30 2008. 2. The "Before the Pro Rata Offer" column represents the net asset value and tangible net asset value per Bidvest ordinary share for the year ended June 30 2008. The "After the Pro Rata Offer column" is based on 317.2 million Bidvest ordinary shares in issue at June 30 2008 and shows the net asset value and tangible net asset value per Bidvest ordinary share on the assumption that the Minimum Nampak Shareholding had been equity accounted by Bidvest at June 30 2008. 6. Further announcement, documentation and important dates and times A document containing details of the approvals required by Bidvest shareholders, including important dates and times relating thereto, will be posted to Bidvest shareholders in due course. By order of the Board The Bidvest Group Limited Johannesburg September 4 2008 Investment Bank and lead Legal adviser to the sponsor transaction
Investec Corporate Finance Cliffe Dekker Date: 04/09/2008 10:21:03 Supplied by www.sharenet.co.za Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited (`JSE`). The JSE does not, whether expressly, tacitly or implicitly, represent, warrant or in any way guarantee the truth, accuracy or completeness of the information published on SENS. The JSE, their officers, employees and agents accept no liability for (or in respect of) any direct, indirect, incidental or consequential loss or damage of any kind or nature, howsoever arising, from the use of SENS or the use of, or reliance on, information disseminated through SENS.
