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BVT - The Bidvest Group - Terms Of Pro Rata Offer Announcement The Bidvest Group Limited Incorporated in the Republic of South Africa Registration number 1946/021180/06 Share code: BVT ISIN: ZAE000117321 ("Bidvest") TERMS OF PRO RATA OFFER ANNOUNCEMENT TO ORDINARY SHAREHOLDERS OF NAMPAK LIMITED OTHER THAN NAMPAK LIMITED OR ITS SUBSIDIARY COMPANIES 1. INTRODUCTION Nampak Limited ("Nampak") ordinary shareholders are referred to the announcement released by Bidvest on the Securities Exchange News Service ("SENS") of the JSE Limited on September 4 2008 and published in the press on September 5 2008. Investec Bank Limited is authorised to announce that, subject to the fulfillment of the suspensive conditions, Bidvest or a subsidiary of Bidvest ("the offeror") will offer to acquire up to 30% of the Nampak ordinary shares held by each of the Nampak ordinary shareholders ("the basic entitlement"), other than Nampak or any of its subsidiaries ("the pro rata offer"). 2. THE PRO RATA OFFER CONSIDERATION The pro rata offer consideration will be settled by the issue of Bidvest ordinary shares in the ratio of one Bidvest share for every 7.50 Nampak ordinary shares held which Bidvest shares will be issued ex the distribution of 275.0 cents per share payable by Bidvest to its shareholders on October 6 2008 ("the pro rata offer consideration"). 3. 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. 4. TERMS OF THE PRO RATA OFFER In terms of the pro rata offer, subject to the fulfilment of the suspensive conditions, the offeror will offer to acquire up to 30% of the shares held by each Nampak ordinary shareholder (the basic entitlement), other than Nampak or any of its subsidiaries, for the pro rata offer consideration. In addition, each Nampak ordinary shareholder will be entitled to tender in excess of their basic entitlement. Each Nampak ordinary shareholder will be entitled to dispose of Nampak ordinary shares up to their basic entitlement, if the pro rata offer becomes unconditional and if acceptance of the pro-rata offer takes place prior to the pro-rata offer becoming unconditional. Should Nampak ordinary shareholders tender in excess of their basic entitlement ("excess tenders") prior to the pro rata offer becoming unconditional, the offeror may, in its sole discretion, accept such excess tenders, subject to Bidvest or its subsidiaries ("The Bidvest Group") not becoming the owner of more than 30% of the Nampak ordinary shares in issue after completion of the pro rata offer. Nampak ordinary shareholders that accept the pro rata offer prior to the pro rata offer becoming unconditional will therefore, if the offer becomes unconditional, be able to dispose of at least their basic entitlement and may be able to dispose of more than their basic entitlement. Any tenders by Nampak ordinary shareholders after the pro rata offer becomes unconditional may be accepted by the offeror in its sole discretion subject to The Bidvest Group not becoming the owner of more than 30% of the Nampak ordinary shares in issue after completion of the pro rata offer. The pro rata offer consideration will be settled by Bidvest after the closing date of the pro rata offer as set out in paragraph 7 below 5. UNDERTAKINGS Nampak ordinary shareholders holding approximately 30% of the Nampak ordinary shares in issue on a fully diluted basis have conditionally undertaken to accept the pro rata offer in respect of at least 49 million Nampak ordinary shares (approximately 8% of the Nampak ordinary shares in issue on a fully diluted basis). 6. SUSPENSIVE CONDITIONS PRECEDENT The pro rata offer will be subject to the following suspensive conditions: 6.1 the receipt by The Bidvest Group of the requisite regulatory approvals; 6.2 the approval by Bidvest shareholders at a general meeting to be convened for the purpose of allotting and issuing Bidvest shares to Nampak ordinary shareholders pursuant to the pro rata offer which general meeting is expected to be held on or about October 2 2008 ("the Bidvest general meeting"); 6.3 The Bidvest Group owning at least 163 million Nampak ordinary shares after completion of the pro rata offer (approximately 25% of the Nampak ordinary shares in issue on a fully diluted basis) which number of Nampak ordinary shares can be reduced to a minimum of 131 million Nampak ordinary shares (approximately 20% of the Nampak ordinary shares in issue on a fully diluted basis) by Bidvest at its sole discretion. To this extent it is recorded that The Bidvest Group currently holds 30 million Nampak ordinary shares (approximately 5% of the Nampak ordinary shares in issue on a fully diluted basis); and 6.4 there being no material adverse change in either market conditions or in the financial position of Nampak which comes to the attention of The Bidvest Group. 7. SALIENT DATES AND TIMES The salient dates of the offer are set out in the table below: 2008 Pro rata offer circular posted to September 29 Nampak shareholders on or about Opening date of the pro rata offer at September 29 09:00 on or about Bidvest general meeting October 2 Announcement by Bidvest on SENS that October 10 the pro rata offer is unconditional (Note 1) Announcement by Bidvest in the press October 13 that the pro rata offer is unconditional (Note 1) First settlement date in respect of October 14 Nampak ordinary shareholders who accepted the offer prior to the announcement by Bidvest on SENS that the pro rata offer is unconditional (Note 1) Last day to trade in order for Nampak October 17 ordinary shareholders to participate in the pro rata offer Nampak ordinary shares trade ex the October 20 right to participate in the pro rata offer Record date on which Nampak ordinary October 24 shareholders must be recorded in the register in order to participate in the pro rata offer Closing date of the pro rata offer October 24 ("closing date") (12:00) Announcement by Bidvest of results of October 27 pro rata offer on SENS Announcement by Bidvest of results of October 28 pro rata offer in the press Final settlement date in respect of October 28 Nampak ordinary shareholders who accepted the pro rata offer prior to the closing date Notes: 1. In order to ensure the pro rata offer becomes unconditional by October 10 2008 and closes on October 24 2008, Nampak ordinary shareholders are therefore encouraged to accept the pro rata offer by October 10 2008. Nampak ordinary shareholders who accept the pro rata offer prior to October 10 2008 will be settled on the first trading day after the announcement by Bidvest in the press that the pro rata offer is unconditional. 2. Acceptances of the pro rata offer prior to the closing date are irrevocable and may not be withdrawn once made. Any acceptances of the pro rata offer prior to the pro rata offer becoming unconditional, may not be withdrawn if the offer becomes unconditional. 3. The above dates and times are subject to amendment at the discretion of Bidvest. Any such amendment will be released on SENS and published in the South African press. 4. The legality of the pro rata offer to Nampak ordinary shareholders resident in jurisdictions outside the Republic of South Africa may be affected by laws of the relevant jurisdiction. Such Nampak ordinary shareholders should inform themselves about any applicable legal requirements which they are obliged to observe. It is the responsibility of any such Nampak ordinary shareholders wishing to accept the pro rata offer to satisfy himself/herself as to the full observance of the laws of the relevant jurisdiction in connection therewith. 8. Further documentation A circular containing the detailed terms of the pro rata offer will be posted to Nampak shareholders on or about September 29 2008. By order of the Board The Bidvest Group Limited September 17 2008 Sandton Investment Bank to Legal advisor to Sponsor to Bidvest Bidvest Bidvest Investec Bank Cliffe Dekker Investec Corporate Limited Hofmeyr Finance
Date: 17/09/2008 16:24:01 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.
