Joint announcement – update in respect of the firm intention by Bidvest Mvelaserve Limited The Bidvest Group Limited (Incorporated in the Republic of South Africa) Incorporated in the Republic of South Africa (Registration number 1999/003610/06) (Registration number 1946/021180/06) JSE Share Code: MVS ISIN: ZAE000151353 JSE Share Code: BVT ISIN: ZAE000117321 (“Mvelaserve”) (“Bidvest”) JOINT ANNOUNCEMENT - UPDATE IN RESPECT OF THE FIRM INTENTION BY BIDVEST TO ACQUIRE THE ENTIRE ISSUED ORDINARY SHARE CAPITAL OF MVELASERVE THAT IT DOES NOT ALREADY OWN 1. INTRODUCTION Mvelaserve shareholders are referred to the SENS announcements dated 13 May 2013, wherein Mvelaserve shareholders were advised that the Board of Directors of Mvelaserve received a firm intention letter from Bidvest (“Firm Intention Letter”) proposing the acquisition by Bidvest of the entire issued ordinary share capital that it does not already own or has entered into an agreement to acquire, and excluding the treasury shares of Mvelaserve (“the Proposed Transaction”). 2. MVELASERVE INDEPENDENT BOARD RESPONSE TO THE FIRM INTENTION AND THE TRANSACTION MECHANISM Shareholders are advised that the Independent Board of Mvelaserve will propose a Scheme of Arrangement (“the Scheme”) in terms of section 114 read with section 115 of the Companies Act, 71 of 2008 ("Companies Act") between Mvelaserve and the holders of the ordinary share capital that Bidvest does not already own or has entered into an agreement to acquire, and excluding the treasury shares of Mvelaserve (“Remaining Shareholders”). The Independent Board considers it appropriate that the Remaining Shareholders are given the opportunity to make their own decision regarding the Proposed Transaction. The Independent Board will obtain appropriate external advice from an independent expert ("Independent Expert") on the proposed acquisition consideration set out in the Firm Intention Letter. The Independent Board will advise the shareholders of the opinion expressed by the Independent Expert together with the Independent Board's own opinion on the proposed acquisition consideration in the circular to shareholders referred to below. 3. CONDITIONS PRECEDENT The Implementation of the Proposed Transaction remains subject to the fulfilment or waiver of the following conditions: 3.1. in relation to the Scheme: 3.1.1. the approval of the Scheme at a meeting called therefor ("Scheme Meeting") by the requisite majority of Mvelaserve shareholders, as contemplated in Section 115(2)(a) of the Companies Act and (i) to the extent required, the approval of the implementation of such resolution by a High Court in terms of section 115(2) and/or 115(3) of the Companies Act and (ii) if applicable, Mvelaserve not treating the aforesaid resolution as a nullity, as contemplated in section 115(5)(b) of the Companies Act; and 3.1.2. within thirty business days immediately after the Scheme Meeting, Mvelaserve 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 not more than 5% of the issued ordinary shares of Mvelaserve, provided that, in the event that Mvelaserve shareholders give notice objecting to the Scheme as contemplated in 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 Mvelaserve, this condition shall be deemed to have been fulfilled at the time of the Scheme Meeting; 3.2. the receipt of regulatory approvals from the following regulatory authorities necessary to implement the Proposed Transaction (in each case either unconditionally or subject to conditions reasonably acceptable to Bidvest): 3.2.1. the JSE Limited and the Take-Over Regulation Panel (which must issue a compliance certificate in terms of the Companies Act in relation to the Scheme), 3.2.2. the South African Reserve Bank; and 3.2.3. the Competition Authorities; and 3.3. the agreement entered into between Mvelaphanda Holdings (Pty) Ltd ("Mvela Holdings") and Bidvest for the acquisition by Bidvest of 25 009 438 ordinary shares of no par value each constituting approximately 17.67% of the ordinary share capital of Mvelaserve from Mvela Holdings becomes unconditional and is implemented in accordance with its terms, save for non-implementation by reason of a breach by Bidvest. 4. RESPONSIBILITY STATEMENT Bidvest and the Independent Board of Mvelaserve 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. 5. CIRCULAR TO SHAREHOLDERS A circular in respect of the Proposed Transaction incorporating the terms of the Scheme and a notice of the Scheme Meeting and form of proxy will be posted to shareholders in due course. Johannesburg 28 May 2013 Corporate Advisor and Transaction Sponsor to Mvelaserve: Bridge Capital Advisors (Pty) Ltd Legal Advisor to Mvelaserve: DLA Cliffe Dekker Hofmeyr Inc. Communications Advisors to Mvelaserve: College Hill Sponsor to Mvelaserve: Rand Merchant Bank Investment Bank, Sponsor and Transaction Advisor to Bidvest: Investec Bank Limited Legal Advisor to Bidvest: Edward Nathan Sonnenbergs For all enquiries, please contact either: Mvelaserve communication advisor: College Hill Nick Williams or Frederic Cornet 011 447 3030 Bidvest communication advisor: Aprio Julian Gwillim 082 452 4389 / 011 880 0037 Date: 28/05/2013 05:07:00 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. 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