Wrap Text
Update in Respect of Firm Intention by Bidvest to Acquire Mvelaserve, Posting Circular and Withdrawal of Cautionary
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 Share Code: BVT ISIN: ZAE000117321
(“Mvelaserve”) (“Bidvest”)
JOINT ANNOUNCEMENT - UPDATE IN RESPECT OF THE FIRM INTENTION BY BIDVEST,
POSTING OF THE CIRCULAR AND WITHDRAWAL OF THE CAUTIONARY
1. INTRODUCTION
Mvelaserve shareholders are referred to the various SENS announcements and in particular the
last cautionary announcement dated 31 July 2013, wherein Mvelaserve shareholders were
advised that the independent Board of Directors of Mvelaserve ("Independent Board") were still
considering the firm intention letter it received from Bidvest (“Firm Intention Letter”) proposing
the acquisition by Bidvest from the holders of the entire issued ordinary share capital of
Mvelaserve that it does not already own or has entered into an agreement to acquire, and
excluding the treasury shares of Mvelaserve ("Remaining Shares") (hereinafter referred to as
the "Remaining Shareholders") by way of a scheme of arrangement ("Scheme") proposed in
terms of section 114 of the Companies Act, 71 of 2008 ("Companies Act") or alternatively, if the
resolution proposing the Scheme is not approved by the requisite number of the Remaining
Shareholders, by the implementation of a substitute offer that will be deemed to have been made
by Bidvest to the Remaining Shareholders ("Substitute Offer") (collectively “the Proposed
Transaction”).
The Independent Board has considered the terms of the Proposed Transaction and recommends
that the Remaining Shareholders vote in favour of the Scheme and the details of which are set
out in the circular referred to in paragraph 6 below.
The consideration payable by Bidvest for its acquisition of the Remaining Shares by way of the
Scheme has been revised.
A comparable offer, as required in terms of Regulation 87 of the Companies Act ("Comparable
Offer") has also been made by Bidvest to certain senior employees of Mvelaserve who were
selected by Mvelaserve as participants in an executive share scheme ("Option Scheme"), the
details of which are set out in the circular referred to in paragraph 6 below.
2. REVISED SCHEME CONSIDERATION
Bidvest has increased the consideration of R9.10 per Remaining Share payable by it for its
acquisition of the Remaining Shares by way of the Scheme to R9.20 per Remaining Share
("Scheme Consideration").
The consideration for the Substitute Offer will remain unchanged at R8.50 per Remaining Share
(“Substitute Offer Consideration”), unless the Substitute Offer is accepted by at least 90% of
the Remaining Shareholders and results in Bidvest acquiring 100% of the issued share capital of
Mvelaserve pursuant to the provisions of section 124 of the Companies Act, in which case
Bidvest will increase the Substitute Offer Consideration to R9.20 per Remaining Share.
The remaining terms of the Proposed Transaction will also remain the same.
3. COMPARABLE OFFER
Bidvest, as required in terms of Regulation 87 of the Companies Act, has made a Comparable
Offer to certain senior employees of Mvelaserve to acquire a portion of the options awarded to
each of them by Mvelaserve under the terms of the Option Scheme ("Options") for R4.28 per
Option, which amount is adjusted in the event that the Scheme fails and the Substitute Offer is
deemed to have been made by Bidvest.
4. INDEPENDENT EXPERT
The Independent Board appointed KPMG Services (Proprietary) Limited ("KPMG") to provide the
Independent Board with its opinion on the terms of the Proposed Transaction, the details of
which are set out in the circular referred to in paragraph 6 below. In summary, KPMG has
advised the Independent Board that:
- it is of the opinion that the terms and conditions are fair and reasonable in the case of the
Scheme Consideration;
- in terms of the Substitute Offer, the Substitute Offer Consideration that is applicable in the
event of Bidvest acquiring less than 90% of the Remaining Shares is not fair, but is
reasonable based on qualitative considerations as set out in the circular referred to in
paragraph 6 below; and
- the Comparable Offer of R4.28 per Option constitutes a comparable offer to the Scheme
Consideration of R9.20 per Remaining Share. The amount of R4.28 per Option is
adjusted in the event that the Substitute Offer Consideration is payable to the Remaining
Shareholders.
5. CONDITIONS PRECEDENT
The Implementation of the Proposed Transaction was, as set out in the Firm Intention Letter,
subject to the fulfilment or waiver (as the case may be) of certain conditions. Mvelaserve
shareholders are referred to the circular for further details of the conditions that remain
outstanding.
6. POSTING OF THE CIRCULAR
Mvelaserve shareholders are advised that the circular setting out the terms of the Proposed
Transaction and incorporating, inter alia, a notice convening a meeting of the Remaining
Shareholders ("Scheme Meeting") will be posted to the Remaining Shareholders on Friday,
23 August 2013.
7. RESPONSIBILITY STATEMENT
Bidvest and the Independent Board 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. WITHDRAWAL OF CAUTIONARY
Shareholders are referred to the previous cautionary announcements, the last of which was
dated 31 July 2013, and are advised that caution is no longer required to be exercised by
Mvelaserve’s shareholders when dealing in their securities.
9. NOTICE CONVENING THE GENERAL MEETING
The notice convening the Scheme Meeting is enclosed in the circular referred to in paragraph 6.
Please note that the Scheme Meeting will be held at 12:00 on Friday, 20 September 2013 at the
Glenhove Conference Centre, 52 Glenhove Road, Melrose Estate, Johannesburg, 2196 for the
purpose of considering the resolutions set out in the notice.
10. IMPORTANT DATES AND TIMES IN RELATION TO THE COMBINED SCHEME AND OFFER
PROPOSAL
The important dates and times relating to the Proposed Transaction are set out below. Words
and expressions in the timetable and the notes thereto shall have the same meanings as
assigned to them in the circular.
Action Date
2013
Record date to determine which Shareholders are entitled to Friday, 16 August
receive the Circular
Posting of the Circular to Shareholders and notice convening Friday, 23 August
Scheme Meeting released on SENS
Notice convening Scheme Meeting published in the South African Monday, 26 August
press
Last day to trade in Shares in order to be recorded on the Friday, 6 September
Register on the Scheme voting record date (Voting Last Day to
Trade)
Voting Record Date in respect of being eligible to vote at the Friday, 13 September
Scheme Meeting
Forms of proxy to be received by 12:00 Wednesday, 18 September
Last date and time for Shareholders to give notice to Mvelaserve Friday, 20 September
objecting to the resolutions proposed at the Scheme Meeting to
be held at 12:00
Scheme Meeting at 12:00 Friday, 20 September
Results of Scheme Meeting released on SENS Friday, 20 September
Results of Scheme Meeting published in the South African press Monday, 23 September
Timetable if the Scheme is approved (the following dates will be confirmed in the finalisation
announcement once the Scheme becomes unconditional):
Last day to send notice of adoption of Special Resolution to Monday, 7 October
Dissenting Shareholders, in accordance with section 164
Last day for Dissenting Shareholders to demand that the Monday, 4 November
Company acquires his/her shares at fair value, in accordance
with section 164
Estimated date of receipt of Competition Commission approval Monday, 21 October
Receive compliance certificate from Takeover Regulation Panel Monday, 21 October
Finalisation announcement published on SENS Wednesday, 23 October
Application for the delisting of Shares to be lodged with JSE Friday, 25 October
Expected last day to trade in Shares in order to be recorded on Friday, 1 November
the Register on the Record Date (Scheme Last Day to Trade)
Expected date of the suspension of listing of Shares on the JSE Monday, 4 November
Expected Scheme Record Date on which Shareholders must be Friday, 8 November
recorded in the Register to receive the Scheme Consideration
Expected Implementation Date of the Scheme - payment of cash Monday, 11 November
and transfer of Shares
Expected termination of listing of Shares at commencement of Tuesday, 12 November
trade on the JSE
In the event that the Special Resolution approving the Scheme is not passed, Bidvest will be
deemed to have made the Substitute Offer to the Remaining Shareholders immediately
thereafter and the relevant timetable will be published at that time.
Notes
1. All dates and times in respect of the Scheme are subject to change by mutual agreement
between Mvelaserve and Bidvest and the approval(s) of the JSE and Takeover Regulation
Panel and may be subject to certain regulatory approvals including, but not limited to, that of
the Competition Authorities, being granted. Any change will be released on SENS and
published in the South African press.
2. Although the salient dates and times are subject to change, such statement may not be
regarded as consent or dispensation for any change to the time period which may be
required in terms of the Takeover Regulations, where applicable, and any such consent or
dispensation must be specifically applied for and approved by the Takeover Regulation
Panel.
3. The Remaining Shareholders are referred to in the circular (which contains a summary of
Dissenting Shareholders’ appraisal rights in respect of the Scheme) regarding rights
afforded to the Remaining Shareholders, the exercise of which may affect the Fulfilment
Date.
4. The Remaining Shareholders should note that as transactions in shares are settled in the
electronic settlement system used by Strate, settlement of trades takes place five Business
Days after such trade. Therefore persons who acquire Shares after the Voting Last Day to
Trade (i.e. Friday, 6 September 2013) will not be eligible to vote at the Scheme Meeting, but
will, provided the Scheme is approved and they acquire the Shares on or prior to the
Scheme Last Day to Trade (expected to be Friday, 1 November 2013), participate in the
Scheme (i.e. sell their Shares to Bidvest in accordance with the Scheme conditions for the
Scheme Consideration).
5. All times mentioned in this Circular are local times in South Africa.
6. If the Scheme is approved by at least 75% of the Remaining Shareholders who, being
entitled to vote at the Scheme Meeting, attend and vote at the Scheme Meeting,
Share certificates may not be Dematerialised or rematerialised after the Scheme Last Day
to Trade.
Johannesburg
23 August 2013
For all enquiries, please contact either:
Mvelaserve communication advisor: Bidvest communication representative:
College Hill David Cleasby
Frederic Cornet or Vanessa Williams Financial Director
011 447 3030 The Bidvest Group Limited
011 772 8706
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
Investment Bank, Sponsor and Transaction Advisor to Bidvest: Investec Bank Limited
Legal Advisor to Bidvest: Edward Nathan Sonnenbergs
Date: 23/08/2013 03:53:00 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. 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.
Sharenet Sites 
