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Firm intention by Bidvest to make an offer to acquire the entire issued ordinary share Capital of AMAP
Amalgamated Appliance Holdings Limited The Bidvest Group Limited
Incorporated in the Republic of South Africa Incorporated in the Republic of South Africa
(Registration number 1997/004130/06) (Registration number 1946/021180/06)
Share code: AMA ISIN: ZAE000012647 Share code: BVT ISIN: ZAE000117321
(“AMAP” or “the Company”) (“Bidvest”)
JOINT ANNOUNCEMENT OF THE FIRM INTENTION BY BIDVEST TO MAKE AN OFFER TO
ACQUIRE THE ENTIRE ISSUED ORDINARY SHARE CAPITAL OF AMAP THAT IT DOES NOT
ALREADY OWN AND WITHDRAWAL OF CAUTIONARY ANNOUNCEMENT
1. INTRODUCTION
AMAP shareholders are advised that on 23 November 2012 the Board of Directors of AMAP
(“the Board”) received a firm intention (“the firm intention”) from Bidvest to acquire the entire
issued share capital of AMAP that it does not already own (“the Offer” or “the Transaction”).
Bidvest currently owns 58,500,000 shares in AMAP which constitutes approximately 27.57%
of the issued ordinary share capital of AMAP. The firm intention to pursue the Transaction will
be implemented by means of a scheme of arrangement in terms of section 114 of the
Companies Act, 2008 (“the Companies Act”) (“the Scheme”).
2. OFFER CONSIDERATION
The consideration in terms of the Offer will be R3.50 per ordinary share (“offer
consideration”). The offer consideration is on the basis that no dividends, excluding the
dividend payable on 10 December 2012, will be declared by AMAP before the Closing Date of
the Scheme.
The offer consideration represents a 30% premium to the 30-day volume weighted average
traded price (“VWAP”) calculated as at the close of trade on Thursday, 22 November 2012.
3. RATIONALE FOR THE OFFER
Bidvest believes the Transaction will enable AMAP to continue to service its customers more
efficiently and after forming part of Bidvest the offering to AMAP’s customers will be
significantly enhanced. Conversely AMAP will benefit from being able to offer its products to
the wider customer base of Bidvest.
4. CONDITIONS PRECEDENT
Implementation of the Transaction is subject to the fulfilment or waiver of the following
conditions precedent by no later than 30 June 2013:
4.1 Receipt of regulatory approvals, including but not limited to:
4.1.1 the JSE;
4.1.2 the Take-Over Regulation Panel (the “TRP”) (in terms of a compliance certificate
to be issued in terms of the Companies Act in relation to the Scheme);
4.1.3 the South African Reserve Bank; and
4.1.4 the Competition Authorities.
4.2 Receipt of written notice from the directors of AMAP, before 15 December 2012,
confirming that:
4.2.1 there has been no material change in the trading performance of AMAP and its
subsidiaries for the period ending 30 November 2012;
4.2.2 the implementation of the Scheme will not materially contravene, violate, cause a
default and/or breach of the terms of, and/or otherwise conflict with any material
contract to which any company in the AMAP Group is a party.
4.3 The Scheme shall be used as the mechanism to implement the Transaction. The Scheme
shall in addition to the conditions precedent as set out above, be subject to the fulfilment
or waiver (in whole or in part) of the following additional conditions precedent:
4.3.1 the approval of the Scheme by the requisite majority of AMAP shareholders, as
contemplated in section 115 (2) of the Companies Act, and to the extent
required, the approval of the implementation of such resolution by the Court;
4.3.2 within 30 business days following the AMAP shareholders meeting convened to
approve the Scheme (“Scheme Meeting”), AMAP shareholders exercise
appraisal rights in terms of section 164 of the Companies Act by giving valid
demands in terms of section 164 (7) of the Companies Act, in respect of no more
than 5% of the issued ordinary shares of AMAP, provided that, in the event that
AMAP shareholders give notice objecting to the Scheme in terms of section 164
(3) of the Companies Act and/or vote against the resolutions proposed at the
Scheme Meeting in respect of no more than 5% of the issued ordinary shares of
AMAP, this condition shall be deemed to have been fulfilled at the time of the
Scheme Meeting.
The Conditions Precedent other than of a regulatory nature are stipulated for the benefit of
Bidvest, who alone shall be entitled, in writing only, to waive the same or extend the date by
which they are or anyone of them is to be fulfilled.
5 FUNDING OF THE OFFER CONSIDERATION
Bidvest has confirmed to AMAP that sufficient cash resources are available for the payment
of the offer consideration in terms of the Scheme, and, as required in terms of the Companies
Act and the Companies Regulations, 2011, Standard Bank South Africa Limited has provided
the necessary guarantee to the TRP to satisfy the full offer consideration payable in terms of
the Offer.
6 INDEPENDENT BOARD
The Offer is classified as an affected transaction in terms of the Companies Act. Accordingly,
the independent Directors of AMAP (“Independent Board”) are in the process of appointing an
independent expert, for the purposes of providing a fairness opinion on the terms of the Offer
including the offer consideration. The opinions of the independent expert and the Independent
Board will be included in the circular to be distributed to shareholders. The Independent
Board comprises: Colin Scott, Steve Muller and Dumisani Tabata.
7 RESPONSIBILITY STATEMENT
Bidvest and the Independent Board of AMAP accept responsibility for the information
contained in this announcement, and to the best of their respective knowledge and belief, the
information is true and, where appropriate, this announcement does not omit anything likely to
affect the importance of the information included.
8 CIRCULAR TO SHAREHOLDERS
A circular relating to the Transaction incorporating the terms of the Scheme and a notice of
general meeting and form of proxy will be posted to shareholders in due course.
9 WITHDRAWAL OF CAUTIONARY ANNOUNCEMENT
AMAP shareholders are advised that as a result of the publication of this announcement, the
cautionary announcement released on SENS on 26 November 2012 is now withdrawn.
Consequently, AMAP shareholders no longer need to exercise caution when dealing in the
Company’s securities.
Johannesburg
28 November 2012
Transaction advisor and Sponsor to AMAP: Bridge Capital Advisors (Proprietary) Limited
Investment Bank, Sponsor and Transaction Advisor to Bidvest: Investec Bank Limited
Legal Advisor to Bidvest: ENS
Date: 28/11/2012 04:12:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE').
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