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BVT - Bidvest - Repurchase of Shares from Dinatla Investment Holdings
(Proprietary) Limited
The Bidvest Group Limited
(Incorporated in the Republic of South Africa)
(Registration number 1946/021180/06)
Share code: BVT ISIN ZAE000117321
("Bidvest" or "the Company")
REPURCHASE OF SHARES FROM DINATLA INVESTMENT HOLDINGS (PROPRIETARY) LIMITED
1. INTRODUCTION
Bidvest has entered into an agreement with Dinatla Investment Holdings
(Proprietary) Limited ("Dinatla") in terms of which a wholly owned
subsidiary of Bidvest, BB Investment Company (Proprietary) Limited, will
acquire 12.0 million shares from Dinatla ("repurchase") in terms of section
89 of the Companies Act 61 of 1973, as amended ("the Act").
2. RATIONALE FOR THE REPURCHASE
In November 2003, Bidvest concluded a black economic empowerment ("BEE")
transaction with Dinatla, a broad based empowerment entity owned by a
consortium of prominent entrepreneurial black businesses, in terms of which
Dinatla acquired 15% of the ordinary share capital of Bidvest (45.0 million
shares). In November 2006, Dinatla refinanced their investment in Bidvest
at an effective in cost of R60 per share subject to 5 year lock in period
which was a condition of the Relationship Agreement concluded between
Bidvest and Dinatla. To date significant value has been created for Dinatla
in terms of their residual holding of 26.5 million ordinary Bidvest shares.
In terms of the Relationship Agreement any restrictions on the ordinary
Bidvest shares owned by Dinatla expire in November 2011. Dinatla is
required to settle its funding arrangements ("Dinatla funding") by March
2012. In order to facilitate the early repayment of the Dinatla funding and
to provide Dinatla with certainty around their cash realisation, Bidvest
has agreed to repurchase 12.0 million shares from Dinatla at an earlier
date subject to the outstanding conditions precedent.
3. TERMS OF THE REPURCHASE
A net repurchase price of R131.75 per Bidvest ordinary share has been
agreed. This represents a discount of 11.3% to the 30 day volume weighted
average price ("VWAP") to April 5 2011.
The repurchase is subject to the following conditions precedent:
- Bidvest having received the requite approvals required for the
implementation of the repurchase; and
- the funders to Dinatla having provided the requisite approvals to
Dinatla.
Following the successful repurchase, Dinatla will own approximately 14.5
million ordinary Bidvest shares, representing a holding of 4.5% in the
issued share capital of Bidvest.
4. FINANCIAL EFFECTS
The table below sets out the unaudited pro forma financial effects of the
repurchase on the unaudited basic earnings and headline earnings of Bidvest
for the 6 months ended December 31 2010 and the net asset value at that
date:
Per Bidvest share Before After the % Change
the repurchas
repurchas e (cents)
e (cents)
Basic earnings 541.7 543.6 0.3%
Diluted basic earnings 539.8 541.6 0.3%
Headline earnings 539.8 541.6 0.3%
Diluted headline earnings 537.9 539.6 0.3%
Net asset value 5,447.1 5,127.1 -5.9%
Tangible net asset value 3,516.3 3,121.1 -11.2%
The "Before" column reflects the earnings and headline earnings per Bidvest
share for the 6 months ended December 31 2010 and the net asset value and
the tangible net asset per Bidvest share as at December 31 2010.
The "After" column is based on the assumption that 12.0 million shares were
repurchased with effect from July 1 2010, for a total consideration of
R1,581 million.
An interest rate of 7% has been assumed on the funding. Transaction costs
of R4 million have been taken into account in arriving at the above
financial effects.
The unaudited pro forma financial effects have been prepared for
illustrative purposes only, in order to provide information on how the
repurchase may have affected the financial results and position of a
Bidvest shareholder and, because of their nature, may not give a true
reflection of the actual financial effects of the repurchase. The pro forma
financial effects are the responsibility of the directors.
The table below sets out the authorised and issued share capital of Bidvest
before and after the repurchase:
(Number of shares in (`000)) (R`000)
Share capital as at December 31 2010
Authorised share capital 27,000
540,000 (December 31 2009: 540,000)
ordinary shares of 5 cents each
Issued share capital 16,015
320,306 (December 31 2009: 317,196 ordinary
shares of 5 cents each
Share premium 81,258
Share capital after repurchase
Authorised share capital 27,000
540,000 (December 31 2009: 540,000)
ordinary shares of 5 cents each
Issued share capital 15,415
308,306 (December 31 2009: 305,196)
ordinary shares of 5 cents each
Share premium 80,658
5. FURTHER ANNOUNCEMENTS
A further announcement regarding the outstanding conditions precedent and
the timing of the repurchase will be made in due course.
Johannesburg
7 April 2011
Corporate Advisor:
Investec Bank Limited
Sponsor:
Investec Bank Limited
Attorneys:
Werksmans
Date: 07/04/2011 09:00:01 Supplied by www.sharenet.co.za
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