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THE BIDVEST GROUP LIMITED - Update in Respect of Firm Intention by Bidvest to Acquire Mvelaserve, Posting Circular and Withdrawal of Cautionary

Release Date: 23/08/2013 15:53
Code(s): BVT MVS
 
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'). 
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