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
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:
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.
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.
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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