MVELASERVE LIMITED - Fulfilment of scheme conditions

Release Date: 23/10/2013 17:42
Code(s): MVS BVT
 
Wrap Text
Fulfilment of scheme conditions

 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)
 Share Code: MVS                                    Share Code: BVT
 ISIN: ZAE000151353                                 ISIN: ZAE000117321
 (“Mvelaserve”)                                     (“Bidvest”)


FULFILMENT OF SCHEME CONDITIONS


Shareholders are referred to the joint announcement released on the Securities Exchange News
Service of the JSE Limited ("SENS") dated 20 September 2013 which advised shareholders that all
resolutions were passed by the requisite majority of Mvelaserve shareholders entitled to vote at the
Scheme Meeting convened on the same day to consider resolutions proposing a scheme of
arrangement between Mvelaserve and its shareholders in terms of section 114 of the Companies Act,
71 of 2008 ("Scheme").


Further to this, Mvelaserve shareholders are advised that the last 2 (two) remaining conditions to the
Scheme have been fulfilled, namely:


    -   the granting of unconditional approval of the Scheme by the Competition Tribunal, which
        unconditional approval was granted on Wednesday, 23 October 2013; and
    -   the issue of a compliance certificate by the Takeover Regulation Panel.


Therefore all conditions precedent to the Scheme, as detailed in the circular issued to Mvelaserve
shareholders on 23 August 2013 (“Circular”) have been fulfilled and accordingly the Scheme is now
unconditional. In terms of the Scheme, each Mvelaserve shareholder will receive R9.20 in cash for
every Mvelaserve share held (“Scheme Consideration”).


The expected timetable for the finalisation and implementation of the transaction will remain as
published in the Circular:
                                                                                                 2013
 Last day to trade to participate in the Scheme Consideration                      Friday, 1 November


 Suspension of listing of Mvelaserve shares on the JSE                             Monday, 4 November


 Record Date on which Mvelaserve shareholders must be recorded in                  Friday, 8 November
 the Register to receive the Scheme Consideration


 Scheme Implementation Date – payment of cash                                     Monday, 11 November
 Termination of listing of Mvelaserve shares at commencement of trade            Tuesday, 12 November
 on the JSE.


Notes:

   a) All times given in this document are local times in South Africa.
   b) No dematerialisation or re-materialisation of shares may take place from the business day
         following the Scheme`s last day to trade.


Johannesburg
23 October 2013
For all enquiries, please contact either:


Mvelaserve communications advisors:              Bidvest communication representative:
College Hill                                     David Cleasby
Frederic Cornet                                  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: 23/10/2013 05:42:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE'). 
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