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Listing of Bid Corporation Limited on the main board of the JSE
BID CORPORATION LIMITED
(Incorporated in the Republic of South Africa)
Registration Number 1995/008615/06
Share code: BID
ISIN: ZAE000216537
("BidCorp" or "the Company")
ABRIDGED PRE-LISTING STATEMENT OF BIDCORP – LISTING OF BIDCORP ON THE MAIN
BOARD OF THE JSE LIMITED (“JSE”)
1. INTRODUCTION
This announcement should be read together with the announcement released by The Bidvest
Group Limited (“Bidvest”) on the Stock Exchange News Service (“SENS”) of the JSE today in
relation to the proposed listing (“the Listing”) and subsequent unbundling of its foodservices
business on the main board of the JSE (“the Unbundling”).
This abridged Pre-Listing Statement is not an invitation to subscribe for shares in BidCorp, but is
issued in compliance with the listings requirements of the JSE for the purpose of providing
information to the public with regard to the business and affairs of BidCorp as at the time of the
Listing.
2. OVERVIEW OF BIDCORP
BidCorp was incorporated and registered as a private company in South Africa under registration
number 1995/008615/07 on August 17 1995. On February 9 2016, BidCorp was converted into a
public company with registration number 1995/008615/06. BidCorp is an international broadline
foodservice group present in developed and developing economies in all continents other than
North America. There is a mix of well-established leading market positions, where there is
potential to optimise returns, and of rapidly growing market positions offering significant future
upside. Achievement of a good performance track record is a result of strong organic and
acquisitive growth, positive market fundamentals and the advantages of shared operational best
practice, network density, deep local customer and supplier relationships, effective world-wide
procurement, and a successful model of decentralised management. The profile of the customer
base, strategically targeted to favour the independent trade and small to medium sized
enterprises, yields a healthy margin.
3. RATIONALE FOR LISTING
As part of its ongoing review and proposed restructure of its business operations, Bidvest has
decided to procure the separate listing and unbundling of its foodservices operations on the main
board of the JSE. The unbundling will provide Bidvest shareholders with the opportunity to
participate directly in its foodservices operations. The separation of Bidvest and BidCorp will
enable the component parts of Bidvest's businesses to operate in a more efficient and
commercially effective manner, thereby enabling each of the businesses to achieve their
respective strategic goals.
Both BidCorp and Bidvest will remain South African domiciled companies with their primary
listings of shares on the JSE.
4. STRATEGY
BidCorp will focus on realising the potential that exists in its current foodservice operations as well
as acquisitive growth opportunities. As a separately listed entity, the market will afford the assets
of BidCorp a fair and objective valuation and provide BidCorp with the currency to selectively
pursue synergistic acquisition opportunities globally. As an independent company, BidCorp will
be able to ring-fence its cash flows for its own objectives. BidCorp can in the future use its free
cash flows for the benefit of its shareholders, including through an appropriate dividend policy.
BidCorp’s improved management focus will enable it to more readily identify acquisition
opportunities both locally and abroad and mitigate and manage risks and challenges specific to its
business. In summary, the proposed Unbundling will position BidCorp into a fit-for-purpose, more
sustainable global foodservices operation, better positioned to maximise long-term value for all
stakeholders.
5. LISTING ON JSE
The JSE has granted BidCorp a listing by way of introduction of all its issued ordinary shares on
the JSE main board under the abbreviated name “BidCorp”, share code “BID” and ISIN
ZAE000216537 with effect from the commencement of trade on Monday, May 30 2016. BidCorp
will be listed in the “Food Retailers and Wholesalers” sector.
6. SHARE CAPITAL
As at the Listing date, the total authorised share capital of BidCorp will comprise 540,000,000
ordinary no par value shares and all shares in issue shall rank pari passu with each other in all
respects, including in respect of voting rights and dividends.
7. BIDCORP DIRECTORS
The full names, ages, capacities, business address, and nationalities of the directors of BidCorp
are provided below:
Name Age Position Business Address Nationality
Brian Joffe 68 Executive Bidvest House, South African
chairman 18 Crescent Drive
Melrose Arch, Johannesburg
2196
Bernard Larry 50 Chief executive L1, 31-35 Bank Street, Pyrmont Australian
Berson NSW 2009 Australia
PO Box 36 Rozelle 2039 Australia
David Edward 53 Chief financial Bidvest House, South African
Cleasby officer 18 Crescent Drive
Melrose Arch, Johannesburg
2196
Paul Cambo 59 Independent non- Carlswald Estate, Midrand, 1685 South African
Baloyi
executive director
Douglas Denoon 71 Lead independent Kleine Wingerd, Klein Constantia South African
Balharrie Band non-executive Road, Constantia, 7806
director
Cecelia Wendy 53 Independent non- Bidvest House, South African
Lorato Phalatse executive director 18 Crescent Drive
Melrose Arch, Johannesburg
2196
Nigel George 56 Independent non- Westbrooke Drive, Sandton, 2196 South African
Payne executive director
Helen Wiseman 50 Independent non- Suite 1A, Level 2, 802 Pacific Australian
executive director Highway, Gordon NSW 2072
Australia
8. POSTING OF THE PRE-LISTING STATEMENT
BidCorp will today post its pre-listing statement (“the Pre-Listing Statement”) to Bidvest
shareholders together with the circular to Bidvest shareholders setting out the full details of the
Listing and the Unbundling. The Pre-Listing Statement will also be available on the Bidvest
website at www.bidvest.com.
9. SALIENT DATES RELATING TO THE LISTING
The salient dates relating to the Listing and the Unbundling are set out below:
2016
Publication of declaration information Thursday, April 14
Abridged Pre-listing Statement published on SENS on Thursday, April 14
Pre-listing Statement posted to Shareholders on Thursday, April 14
General meeting of Bidvest shareholders (”General Meeting”) to be Monday, May 16
held at Bidvest, the boardroom, Bidvest House, 18 Crescent Drive,
Melrose Arch, Melrose, Johannesburg at 10h00
Results of General Meeting and finalisation information in relation to Tuesday, May 17
the the Listing and the Unbundling announced on SENS
Results of General Meeting and finalisation information in relation to Wednesday, May 18
the the Listing and the Unbundling published in South African press
Last day to trade for Bidvest shareholders to be entitled to participate Friday, 27 May
in the Unbundling
Listing of BidCorp Shares on the JSE under the JSE Code BID and Monday, 30 May
ISIN ZAE000216537 expected at commencement of trade on
Bidvest shares commence trading “ex” their entitlement to BidCorp Monday, 30 May
Shares
Record Date for Unbundling of BidCorp Friday, 3 June
Accounts at CSDPs/Brokers updated Monday, 6 June
Notes:
- These dates and times are subject to change. Any material changes to the above dates will be
released on SENS and published in the South African press.
- All times shown in this Pre-Listing Statement are South African times.
- Shareholders will be issued their respective BidCorp shares in dematerialised form only. Full
details of this approach are set out in the Pre-Listing Statement.
10. COPIES OF THE PRE-LISTING STATEMENT
Additional copies of the Pre-Listing Statement may be obtained during normal business hours
from Thursday, April 14 2016 from BidCorp’s registered office at Bidvest House, 18 Crescent
Drive, Melrose Arch, Johannesburg, 2196 as well as on the Bidvest website www.bidvest.co.za.
Johannesburg
April 14 2016
Financial adviser and sponsor
The Standard Bank of South Africa Limited
Transaction legal advisers
Edward Nathan Sonnenbergs Inc.
Independent reporting accountants and auditors
KPMG Inc.
Transaction tax advisers
Cliffe Dekker Hofmeyr Inc.
Date: 14/04/2016 09:21:00 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.
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