AMALGAMATED APPLIANCE HOLDINGS LD - Joint Announcement - Results of Scheme Meeting and Declaration of a Special Dividend

Joint Announcement - Results of Scheme Meeting and Declaration of a Special Dividend

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 - RESULTS OF SCHEME MEETING AND DECLARATION OF A SPECIAL
DIVIDEND


1.      RESULTS OF SCHEME MEETING

AMAP and Bidvest shareholders are referred to the circular posted to AMAP shareholders on 11 March
2013 (incorporating a notice of general meeting), wherein AMAP shareholders were advised that the
Board of Directors of AMAP received a firm intention from Bidvest to acquire the entire issued share
capital of AMAP that it does not already own subject to certain conditions (“the Transaction”), to be
implemented by way of a Scheme of Arrangement in terms of section 114 of the Companies Act (“the
Scheme”). AMAP and Bidvest shareholders are advised that at the Company’s meeting held to vote on
and approve the resolutions relating to the implementation of the Scheme (“Scheme Meeting”) held at
11:00 on Friday, 12 April 2013, the requisite majority of shareholders approved the ordinary resolution and
the special resolution proposed at the Scheme Meeting. The implementation of the Transaction remains
subject to certain conditions precedent including the receipt of approvals from the South African
Competition Authorities. Once all the conditions precedent to the Transaction have been fulfilled, a further
announcement will be made. The special resolution will be lodged with the Companies and Intellectual
Property Commission (“CIPC”) in due course. Shareholders are advised that the expected timetable
provided in the Scheme circular to AMAP shareholders has changed and an updated timetable will be
released on SENS in due course.



2.      SPECIAL DIVIDEND

In accordance with the terms of the Scheme as detailed in the Scheme circular, the Board of Directors of
AMAP have declared a gross dividend of 30 cents per AMAP share (the “Special Dividend”).

The Special Dividend is a dividend as defined in the Income Tax Act, 1962 and in terms of this Act, a
dividend withholding tax rate of 15% is applicable to shareholders who are not exempt from dividend
withholding tax, resulting in a net dividend amount of 25.5 cents per share. There are 212 189 689 AMAP
shares in issue, and the tax reference number of AMAP is 0978986-2712. The Board of AMAP has
satisfied the solvency and liquidity test as required in terms of section 4(1) of the Companies Act. The
Company has no credits available in respect of secondary tax on companies.

The Special Dividend will be declared and paid according to the timetable below:
Action                                                                           Date
Special Dividend declaration date                                                Friday, 12 April 2013

Last day to trade cum dividend                                                   Friday, 03 May 2013

Shares trade ex dividend                                                         Monday, 06 May 2013
Special Dividend Record date                                                     Friday, 10 May 2013
Special Dividend Payment date                                                    Monday, 13 May 2013


AMAP share certificates may not be dematerialised or rematerialised between Monday, 6 May 2013 and
Friday, 10 May 2013, both dates inclusive.



Johannesburg
12 April 2013

Corporate advisor and Sponsor to AMAP: Bridge Capital Advisors (Proprietary) Limited

Legal advisor: Routledge Modise

Independent Expert to AMAP: Mazars Corporate Finance (Proprietary) Limited

Investment Bank, Sponsor and Transaction Advisor to Bidvest: Investec Bank Limited

Legal Advisor to Bidvest: ENS

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