51NI Bidvest 26 A

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION DIRECTLY OR INDIRECTLY IN OR INTO, OR TO ANY PERSON LOCATED OR RESIDENT IN, ANY JURISDICTION WHERE IT IS UNLAWFUL TO RELEASE, PUBLISH OR DISTRIBUTE THIS ANNOUNCEMENT.

October 30, 2024

THE BIDVEST GROUP (UK) PLC ANNOUNCES EARLY TENDER RESULTS and EARLY SETTLEMENT WITH RESPECT TO the CASH TENDER OFFER FOR THE OUTSTANDING 3.625% SENIOR NOTES DUE 2026 (REG S ISIN / COMMON CODE: XS2388496247 / 238849624; RULE 144a ISIN / COMMON CODE / CUSIP US88332EAA10 / 239014089 / 88332EAA1)

Reference is made to the published Offer to Purchase by the Bidvest Group (UK) Plc (the "Issuer") with respect to the launch of the Tender Offer on October 16, 2024 (the "Offer to Purchase"). Capitalized terms used but not otherwise defined in this announcement shall have the meaning given to them in the Offer to Purchase. 

The Issuer announces today an increase of the Maximum Tender Amount in respect of the Tender Offer from $300,000,000 to $322,000,000 in aggregate principal amount of the Notes.

According to information provided by Kroll Issuer Services Limited, as Tender and Information Agent, as of the Early Tender Deadline (being 5:00 p.m. NYT on October 29, 2024), an aggregate principal amount of Notes equal to $523,220,000 had been validly tendered and not validly withdrawn pursuant to the Tender Offer. It is hereby announced that, subject to the satisfaction or waiver of the New Financing Condition, the Issuer accepts for purchase Notes validly tendered up to the Maximum Tender Amount with a proration factor of 59.1756%. The Issuer expects that the RCF Drawdown will be completed prior to the Early Settlement Date and that the New Financing Condition will therefore be satisfied.

Holders of Notes that were validly tendered and not validly withdrawn at or prior to the Early Tender Deadline and accepted for purchase, subject to the satisfaction or waiver of the New Financing Condition, will receive from the Issuer the Total Early Tender Offer Consideration of $982.50 per $1,000 principal amount of Notes plus accrued and unpaid interest for such Notes on the Early Settlement Date. The Early Settlement Date is currently expected to be on November 1, 2024, upon the terms and conditions set forth in the Offer to Purchase.

Given the Maximum Tender Amount has been reached, the Issuer will not purchase any Notes tendered after the Early Tender Deadline and there will be no Final Settlement Date.

All Notes purchased by the Issuer pursuant to the Tender Offer will be cancelled.

The Tender Offer is being made on the terms and subject to the conditions set forth in the Offer to Purchase and this announcement should be read in conjunction with the Offer to Purchase. The Offer to Purchase is available, subject to registration and eligibility confirmation, on the Tender Offer website: https://deals.is.kroll.com/bidvest.

Further Information

Questions and requests for assistance in connection with the Tender Offer may be directed to the Tender and Information Agent for the Tender Offer or the Dealer Managers:

The Tender and Information Agent for the Tender Offer is:

Kroll Issuer Services Limited

The Shard

32 London Bridge Street

London SE1 9SG

United Kingdom

Telephone: +44 20 7704 0880

Email: bidvest@is.kroll.com

Tender Offer Website: https://deals.is.kroll.com/bidvest

Each Holder (as defined in the Offer to Purchase) is solely responsible for making its own independent appraisal of all matters as such Holder deems appropriate (including those relating to the Tender Offer) and each Holder must make its own decision as to whether to tender any or all of its Notes for purchase pursuant to the Tender Offer.

None of the Issuer, the Company, the Dealer Managers, the Tender and Information Agent, Citibank, N.A., London Branch (the "Trustee") or any of their respective directors, officers, employees, agents or affiliates assumes any responsibility for the accuracy or completeness of the information concerning the Issuer, the Company, the Notes or the Tender Offer contained in this announcement or in the Offer to Purchase. None of the Issuer, the Company, the Dealer Managers, the Tender and Information Agent, the Trustee or any of their respective directors, officers, employees, agents or affiliates is acting for any Holder, or will be responsible to any Holder for providing any protections which would be afforded to its clients or for providing advice in relation to the Tender Offer, and accordingly none of the Issuer, the Company, the Dealer Managers, the Tender and Information Agent or any of their respective directors, officers, employees, agents or affiliates assumes any responsibility for any failure by the Issuer or the Company to disclose information with regard to themselves or the Notes which is material in the context of the Tender Offer and which is not otherwise publicly available.

None of the Issuer, the Company, the Dealer Managers, the Tender and Information Agent, the Trustee or any of their respective directors, officers, employees, agents or affiliates make any representation or recommendation whatsoever regarding the Tender Offer, or any recommendation as to whether Holders should tender Notes in the Tender Offer.

Disclaimer

This announcement must be read in conjunction with the Offer to Purchase. This announcement and the Offer to Purchase contain important information which should be read carefully before any decision is made with respect to the Tender Offer. If any Holder is in any doubt as to the contents of this announcement or the Offer to Purchase or the action it should take, it is recommended to seek its own financial and legal advice, including in respect of any tax consequences, immediately from its stockbroker, bank manager, solicitor, accountant or other independent financial, tax or legal adviser.

Offer and Distribution Restrictions

Neither this announcement nor the Offer to Purchase constitutes an invitation to participate in the Tender Offer in any jurisdiction in which, or to any person to or from whom, it is unlawful to make such invitation or for there to be such participation under applicable securities laws. The distribution of this announcement and the Offer to Purchase in certain jurisdictions may be restricted by law. Persons into whose possession either this announcement or the Offer to Purchase comes are required by each of the Issuer, the Company, the Dealer Managers, the Tender and Information Agent and the Trustee to inform themselves about, and to observe, any such restrictions.

United Kingdom

The communication of this announcement and any other documents or materials relating to the Tender Offer is not being made and such documents and/or materials have not been approved by an authorized person for the purposes of section 21 of the Financial Services and Markets Act 2000. Accordingly, such documents and/or materials are not being distributed to, and must not be passed on to, the general public in the United Kingdom. The communication of such documents and/or materials as a financial promotion is only being made to those persons in the United Kingdom falling within the definition of investment professionals (as defined in Article 19(5) of the Financial Promotion Order) or persons who are within Article 43(2) of the Financial Promotion Order or any other persons to whom it may otherwise lawfully be made under the Financial Promotion Order.

European Economic Area

The communication of this announcement and any other documents or materials relating to the Tender Offer is not being made in any member state of the EEA, other than to persons who are "qualified investors" as defined in the Prospectus Regulation, or in other circumstances falling within Article 1(4) of the Prospectus Regulation. This EEA selling restriction is in addition to any other selling restrictions set out in this announcement or the Offer to Purchase.

Italy

Neither this announcement, the Tender Offer, the Offer to Purchase or any other document or materials relating to the Tender Offer have been or will be submitted to the clearance procedures of the Commissione Nazionale per le Società e la Borsa ("CONSOB") pursuant to Italian laws and regulations. The Tender Offer is being carried out in Italy as exempted offers pursuant to article 101-bis, paragraph 3-bis of the Legislative Decree No. 58 of 24 February 1998, as amended (the "Financial Services Act") and article 35-bis, paragraph 4 of CONSOB Regulation No. 11971 of 14 May 1999, as amended. Holders or beneficial owners of the Notes that are located in Italy can tender Notes for purchase in the Tender Offer through authorized persons (such as investment firms, banks or financial intermediaries permitted to conduct such activities in the Republic of Italy in accordance with the Financial Services Act, CONSOB Regulation No. 16190 of 29 October 2007, as amended from time to time, and Legislative Decree No. 385 of 1 September 1993, as amended) and in compliance with applicable laws and regulations or with requirements imposed by CONSOB or any other Italian authority.

Each intermediary must comply with the applicable laws and regulations concerning information duties vis-à-vis its clients in connection with the Notes and/or the Tender Offer.

General

This announcement and the Offer to Purchase does not constitute an offer to buy or the solicitation of an offer to sell Notes (and tenders of Notes in the Tender Offer will not be accepted from Holders) in any circumstances in which such offer or solicitation is unlawful. In those jurisdictions where the securities, blue sky or other laws require the Tender Offer to be made by a licensed broker or dealer and any of the Dealer Managers or any of the Dealer Managers' respective affiliates is such a licensed broker or dealer in any such jurisdiction, the Tender Offer shall be deemed to be made by such Dealer Manager or affiliates, as the case may be, on behalf of the Issuer in such jurisdiction.

The Dealer Managers, the Tender and Information Agent (or their directors, employees or affiliates), the Issuer and the Company make no representations or recommendations whatsoever regarding this announcement, the Offer to Purchase, the Tender Offer or whether or not Holders should participate in the Tender Offer.