RNS Number:0366Z
Bid Services Division (UK) Limited
25 May 2004
THIS ANNOUNCEMENT IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN OR INTO THE
UNITED STATES OR CANADA
FOR IMMEDIATE RELEASE
25 May 2004
Bidcorp plc and The Bidvest Group Limited
Recommended Proposal for Bidvest to acquire for cash the shares in Bidcorp not
already owned by the Bidvest Group
Summary
The Independent Directors of Bidcorp and the board of Bidvest announce that they
have reached agreement on the terms of a recommended proposal, under which Bid
Services Division (UK) Limited (a wholly-owned subsidiary of Bidvest) will
acquire all of the Bidcorp Shares not already owned by the Bidvest Group at 20
pence per share in cash. The Proposal is to be effected by way of a scheme of
arrangement under section 425 of the Act.
Transaction highlights
* Under the terms of the Proposal, Scheme Shareholders will receive 20 pence
per Scheme Share in cash, valuing the existing issued share capital of
Bidcorp at approximately #49.6 million
* The consideration payable to Scheme Shareholders in respect of their
Scheme Shares represents a premium of approximately 15.9 per cent. to the
Closing Price of 17.25 pence per Bidcorp Share on 24 May 2004 (the last
practicable business day prior to this announcement)
* Bidvest currently owns 145,448,245 Bidcorp Shares, representing
approximately 58.6 per cent. of the issued share capital of Bidcorp
* The Independent Directors of Bidcorp unanimously intend to recommend the
Proposal to Bidcorp Shareholders
* Those Independent Directors who own Bidcorp Shares have given irrevocable
undertakings to vote or procure the voting in favour of the resolutions
required to give effect to the Proposal in respect of, in aggregate,
7,577,977 Bidcorp Shares, representing approximately 3.1 per cent. of the
existing issued share capital of Bidcorp
* Certain institutional Bidcorp Shareholders have given irrevocable
undertakings or letters of intent to vote in favour of the resolutions
required to give effect to the Proposal in respect of, in aggregate,
16,275,363 Bidcorp Shares, representing approximately 6.6 per cent. of the
existing issued share capital of Bidcorp
* In aggregate therefore, BSD has received irrevocable undertakings or
letters of intent to vote or procure the voting in favour of the resolutions
required to give effect to the Proposal in respect of 23,853,340 Bidcorp
Shares, representing approximately 9.6 per cent. of the existing issued
share capital of Bidcorp and approximately 23.2 per cent. of the Bidcorp
Shares not already owned by the Bidvest Group
* The Scheme will be subject to the conditions set out in Appendix I. The
conditions are expected to be satisfied and the Scheme to become effective
in August 2004
Commenting on the Proposal, Anthony Cooke, senior Independent Director of
Bidcorp, said:
"The markets in which Bidcorp operates have been challenging over the
last two years, as is reflected in the historic trading performance of
Bidcorp. Market conditions continue to be difficult and Bidvest's
proposal represents an opportunity for our minority shareholders to
realise their investment in Bidcorp at a fair price."
Commenting on the Proposal, Brian Joffe, executive chairman of Bidvest, said:
"We believe that our proposal represents fair value for shareholders in
volatile and competitive markets. Due to its small market
capitalisation, the costs of maintaining its listing and relative stock
illiquidity, and despite the best efforts of the management of Bidcorp
to maximise shareholder value, Bidcorp is not receiving any material
benefit from its listing. We believe that our proposal provides Bidcorp
shareholders with an opportunity for a certain cash exit at a premium to
the current share price."
ENQUIRIES:
Bidcorp Bidvest
Anthony Cooke (Independent Director) Brian Joffe (Chairman)
Tel: +44 (0) 20 7408 0123 David Cleasby (Investor Relations)
Tel: +27 (0) 11 772 8700
Investec Bank (UK) Limited (Adviser to Bidcorp) HSBC Bank plc (Adviser to BSD and Bidvest)
James Grace Jan Sanders
Gary Clarence Marcus Ayre
Tel: +44 (0) 20 7597 5970 Tel: +44 (0) 20 7991 8888
Investec Investment Banking, a division of Investec Bank (UK) Limited, which is
regulated in the United Kingdom by the Financial Services Authority, is acting
exclusively for Bidcorp and no one else in connection with the Proposal and will
not be responsible to anyone other than Bidcorp for providing the protections
afforded to customers of Investec Investment Banking or for providing advice in
relation to the Proposal or in relation to the contents of this announcement.
HSBC Bank plc, which is regulated in the United Kingdom by the Financial
Services Authority, is acting exclusively for BSD and Bidvest and no one else in
connection with the Proposal and will not be responsible to anyone other than
BSD and Bidvest for providing the protections afforded to customers of HSBC Bank
plc or for providing advice in relation to the Proposal or any other matter
referred to in this announcement.
Copies of this announcement are not being, and must not be, mailed or otherwise
distributed or sent in or into the United States or Canada and persons receiving
this announcement (including custodians, nominees and trustees) must not
distribute or send it into or from the United States or Canada.
This announcement does not constitute an offer to sell or the solicitation of an
offer to subscribe for or buy any securities, nor the solicitation of any vote
or approval in any jurisdiction, nor shall there be any sale, issue or transfer
of the securities referred to in this announcement in any jurisdiction in
contravention of applicable law.
This summary should be read in conjunction with the full text of the following
announcement. Appendix I to the following announcement contains certain further
terms of the Proposal and operation of the Scheme. Appendix II contains
definitions of certain expressions used in this summary and in the following
announcement.
THIS ANNOUNCEMENT IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN OR INTO THE
UNITED STATES OR CANADA
FOR IMMEDIATE RELEASE
25 May 2004
Bidcorp plc and The Bidvest Group Limited
Recommended Proposal for Bidvest to acquire for cash the shares in Bidcorp not
already owned by the Bidvest Group
1. Introduction
The Independent Directors of Bidcorp and the board of Bidvest announce that they
have reached agreement on the terms of a recommended proposal under which BSD (a
wholly-owned subsidiary of Bidvest) will acquire all of the Bidcorp Shares not
already owned by the Bidvest Group. The Proposal is to be effected by way of a
scheme of arrangement between Bidcorp and Scheme Shareholders under section 425
of the Act.
The Independent Directors, being David Brinklow, Anthony Cooke, Michael
Kingshott, Ian Spry and David Winduss, have considered the Proposal on behalf of
the board of Bidcorp. The other Bidcorp Directors, namely Rodger Graham, Ron
Herman, Brian Joffe, Stephen Bender, Lindsay Ralphs, David Rosevear, Brian
Connellan and Joseph Pamensky, have conflicts of interest by virtue of their
past or current involvement with Bidvest and have therefore not taken part in
the board of Bidcorp's consideration of the Proposal.
2. The Proposal
In order to give effect to the acquisition by Bidvest (through a wholly-owned
subsidiary, BSD) of those Bidcorp Shares which the Bidvest Group does not
already own, a scheme of arrangement under section 425 of the Act will be
proposed, whereby all of the Scheme Shares will be cancelled and an equivalent
number of new Bidcorp Shares will be issued to BSD. By way of consideration for
this cancellation, BSD will pay holders of Scheme Shares a cash sum on the
following basis:
for each Scheme Share 20 pence in cash
This represents a premium of approximately 15.9 per cent. to the Closing Price
of a Bidcorp Share on 24 May 2004 (the last practicable business day prior to
this announcement).
The Proposal values the entire issued share capital of Bidcorp at approximately
#49.6 million. The terms and conditions to which the Scheme will be subject are
set out in Appendix I.
3. Background to and reasons for recommending the Proposal
Bidcorp is currently listed on the Official List and since January 2002 the
majority of its shares have been owned by Bidvest. This majority control, with
the consequential limited free-float, has resulted in a relatively illiquid
market for Bidcorp Shares.
At the time of Bidvest's original investment, the businesses of Bidcorp required
refinancing and re-organisation in order to provide a platform for growth. The
longer than envisaged time taken to re-organise Bidcorp combined with
deteriorating market conditions, have resulted in a disappointing financial
performance by Bidcorp. Bidvest now feels that, given the significant costs
associated with maintaining the listing and the low market liquidity of the
shares, Bidcorp and its shareholders have not enjoyed the benefits normally
associated with a listing on the Official List. Accordingly, the board of
Bidvest has concluded that it would be in Bidcorp's best interests to be brought
into private ownership and therefore has formulated the Proposal.
In considering the Proposal, the Independent Directors of Bidcorp have reviewed
the financial performance of the Company, which has not been profitable in any
audited period from 1 January 2001 to 30 June 2003. The unaudited profit and
loss account for the Company for the six months ended 31 December 2003 showed
that the Company made a loss before tax of approximately #2.2 million. These
losses were as a result of, amongst other things, significant downward forces on
margins imposed by a very competitive operating environment, both in the
transport and shipping divisions. Since 31 December 2003, these competitive
forces have not diminished and, in common with the Company's competitors in both
volume transportation and ferry operations, margins have continued to be under
significant pressure. Accordingly trading remains disappointing. The Independent
Directors believe that the market dynamics for Bidcorp are unlikely to improve
in the foreseeable future and that, in the absence of significant investment to
address Bidcorp's lack of critical mass in its core markets, trading is likely
to continue to be disappointing. Bidvest has indicated that, whilst it continues
to be supportive of the business, it would only be prepared to make the
additional investment that it believes would be required for Bidcorp to achieve
its potential if Bidcorp was a private company.
The offer of 20 pence represents a premium of 9.3 per cent. to the unaudited net
asset value per Bidcorp Share as at 31 December 2003. Although Bidcorp owns
certain property assets, which may in the future be valued at a premium to their
current book values, these assets cannot be viewed in isolation. In any event,
any prospective uplift in value of these property assets would be dependent on
obtaining planning permissions which are unlikely to be granted in the short
term and may not be granted at all.
As a result of the competitive market in which Bidcorp operates, its recent
trading performance, the lack of liquidity in Bidcorp's shares and Bidvest's
majority stake, the Independent Directors believe that it is unlikely that
Bidcorp's minority shareholders have any other real prospects for a meaningful
cash exit. Accordingly, the Independent Directors have concluded that the
Proposal provides a fair opportunity for Scheme Shareholders to realise their
investment for cash at a premium to the current share price.
4. Recommendation
The Independent Directors, who have been so advised by Investec, consider the
terms of the Proposal to be fair and reasonable. In providing advice to the
Independent Directors of Bidcorp, Investec has taken account of the Independent
Directors' commercial assessments of the Proposal.
Accordingly, the Independent Directors unanimously intend to recommend that
Bidcorp Shareholders vote in favour of the resolutions to be proposed at the
Court Meeting and the EGM to give effect to the Proposal, as those Independent
Directors who own Bidcorp Shares have undertaken to do in respect of their and
their connected persons' beneficial holdings of 7,577,977 Bidcorp Shares,
representing approximately 3.1 per cent. of the existing issued share capital of
Bidcorp.
5. Shareholder support
The Bidvest Group currently owns 145,448,245 Bidcorp Shares representing
approximately 58.6 per cent. of the issued share capital of Bidcorp. In
addition, certain directors and employees of the Bidvest Group, who are deemed
to be acting in concert with BSD, own, in aggregate, 2,033,088 Bidcorp Shares,
representing approximately 0.8 per cent. of the issued share capital of Bidcorp.
Those Independent Directors who own Bidcorp Shares have given irrevocable
undertakings to vote or procure the voting in favour of the resolutions required
to give effect to the Proposal. These undertakings are in respect of, in
aggregate, 7,577,977 Bidcorp Shares, representing approximately 3.1 per cent. of
the issued share capital of Bidcorp and approximately 7.4 per cent. of the
Bidcorp Shares not already owned by the Bidvest Group.
In addition, an irrevocable undertaking to vote in favour of the resolutions
required to give effect to the Proposal has been received from an institutional
Bidcorp Shareholder who owns, in aggregate, 8,888,888 Bidcorp Shares
representing approximately 3.6 per cent. of the issued share capital of Bidcorp
and approximately 8.6 per cent. of the Bidcorp Shares not already owned by the
Bidvest Group.
A further institutional Bidcorp Shareholder has given a written letter of
support confirming that it is its intention to vote in favour of the resolutions
required to give effect to the Proposal in respect of its holding of, in
aggregate, 7,386,475 Bidcorp Shares representing approximately 3.0 per cent. of
the issued share capital of Bidcorp and approximately 7.2 per cent. of the
Bidcorp Shares not already owned by the Bidvest Group.
In aggregate therefore, BSD has received irrevocable undertakings or letters of
intent to vote or procure the voting in favour of the resolutions required to
give effect to the Proposal in respect of 23,853,340 Bidcorp Shares,
representing approximately 9.6 per cent. of the existing issued share capital of
Bidcorp and approximately 23.2 per cent. of the Bidcorp Shares not already owned
by the Bidvest Group.
6. Information on Bidvest and BSD
Bidvest is an international investment holding company listed on the JSE
Securities Exchange South Africa, in the Cyclical Services - Support Services
sector.
Bidvest comprises three umbrella divisions: The Services Division, The
Foodservice Products Division and The Commercial Products Division, with
operations located in Southern Africa, the United Kingdom, Australia, New
Zealand and continental Europe.
For the year ended 30 June 2003, Bidvest had turnover of ZAR47.3 billion (2002:
ZAR42.1 billion) and income before taxation of ZAR2.0 billion (2002: ZAR1.9
billion). As at 31 December 2003, Bidvest had net assets of ZAR5.4 billion
(2002: ZAR5.6 billion) and net cash of ZAR1.4 billion (2002: ZAR1.2 billion).
BSD is a wholly-owned subsidiary of Bidvest.
7. Information on Bidcorp
Bidcorp is listed on the Official List and focuses on the provision of services
in the automotive, shipping and property and outsourced services sectors in the
United Kingdom and continental Europe.
For the 18 months ended 30 June 2003, Bidcorp had turnover of #204.5 million
(for the 12 months ended 31 December 2001: #129.5 million) and an operating loss
of #2.0 million (for the 12 months ended 31 December 2001: operating loss of
#12.6 million). As at 31 December 2003, Bidcorp had unaudited net assets of
#45.5 million (31 December 2002: #49.3 million).
8. Management and employees
BSD confirms that the existing employment rights, including pension rights, of
all employees of the Bidcorp Group will be fully safeguarded.
9. Bidcorp Share Option Schemes
Holders of options under the Bidcorp Share Option Schemes will be sent further
details of the actions to be taken in respect of their outstanding options in
due course.
10. Scheme of arrangement
The Proposal will be effected by means of a scheme of arrangement between
Bidcorp and Scheme Shareholders under section 425 of the Act. The procedure will
involve application by Bidcorp to the Court to sanction the Scheme. Under the
Scheme, the Scheme Shares would be cancelled, an equivalent number of new
Bidcorp Shares would be issued to BSD and Scheme Shareholders would receive 20
pence in cash from BSD for each Scheme Share.
Before the final Court order can be sought, the Scheme will require approval by
Scheme Shareholders at the Court Meeting and the approval of Bidcorp
Shareholders of certain related resolutions to be proposed at the EGM. The
Scheme will be approved at the Court Meeting if a majority in number
representing not less than 75 per cent. in value of the Scheme Shareholders
present and voting, either in person or by proxy, votes in favour of the Scheme.
Once the required approvals have been obtained, the Scheme will become effective
upon sanction by the Court and registration of the final Court order by the
Registrar of Companies in England and Wales.
Bidvest intends that, following the Scheme becoming effective, it will procure
that Bidcorp applies to the London Stock Exchange for the Bidcorp Shares to
cease trading, and to the UK Listing Authority to remove the Bidcorp Shares from
the Official List.
In December 2001, at the time of Bidvest's investment in Bidcorp, Bidvest
undertook that in certain circumstances where Bidvest procured a de-listing of
Bidcorp Shares from the Official List, Bidvest would make an offer to acquire
all the Bidcorp Shares not already owned by Bidvest at not less than the
mid-market price prevailing on the date immediately prior to the first
announcement of the intention to de-list the Bidcorp Shares. This undertaking
remains in effect in the event that the Proposals do not become effective.
Following the Scheme becoming effective, Bidvest would also expect to take steps
necessary to re-register Bidcorp as a private company.
Further details of the Scheme will be contained in the Scheme Document.
11. Expected timetable of principal events
Event 2004
Posting of the Scheme Document Mid June
Court Meeting and Extraordinary General Meeting Mid July
Court hearing to sanction the Scheme (if approved by Scheme Shareholders) Early August
Scheme becomes effective (if sanction of Court is received) Early August
Consideration posted to shareholders (if the Scheme becomes effective) Mid August
A detailed timetable will be included within the Scheme Document.
12. General
In accordance with Rule 2.10 of the City Code on Takeovers and Mergers, Bidcorp
confirms that its current issued share capital comprises 248,219,402 Bidcorp
Shares. In addition, there are options outstanding over, in aggregate, 8,187,600
ordinary shares of 20 pence each under the Bidcorp Share Option Schemes.
The International Securities Identification Number for Bidcorp Shares is
GB0004690094.
The Scheme Document will include full details of the Scheme, together with
notices of the Court Meeting and the EGM and the expected timetable, and will
specify the necessary action to be taken by Bidcorp Shareholders.
The availability of the Proposal to persons not resident in the United Kingdom
may be affected by the laws of the relevant jurisdiction in which they are
located. Such persons should inform themselves about and observe any available
requirements. Further details in relation to overseas shareholders will be
contained in the Scheme Document.
ENQUIRIES:
Bidcorp Bidvest
Anthony Cooke (Independent Director) Brian Joffe (Chairman)
Tel: +44 (0) 20 7408 0123 David Cleasby (Investor Relations)
Tel: +27 (0) 11 772 8700
Investec Bank (UK) Limited (Adviser to Bidcorp) HSBC Bank plc (Adviser to BSD and Bidvest)
James Grace Jan Sanders
Gary Clarence Marcus Ayre
Tel: +44 (0) 20 7597 5970 Tel: +44 (0) 20 7991 8888
The proposal by Bidvest or BSD to acquire the minority shareholdings in Bidcorp
will be subject to the City Code. Under the rules of the City Code, there are
certain dealing disclosure requirements which apply in respect of dealings in
relevant securities during an offer period. An offer period is deemed to have
commenced with immediate effect by virtue of this announcement. As a result, any
person who, alone or acting together with any other person(s) pursuant to an
agreement or understanding (whether formal or informal) to acquire or control
securities of Bidcorp, owns or controls, or becomes the owner or controller,
directly or indirectly of one per cent. or more of any class of securities of
Bidcorp is generally required under the provisions of Rule 8 of the City Code to
notify a Regulatory Information Service and the Panel of every dealing in such
securities until such time as the offer period ends for the purposes of the City
Code.
Dealings by Bidvest, Bidcorp or their respective "associates" (within the
definitions set out in the City Code) in any class of securities of Bidcorp must
also be disclosed. Please consult your financial adviser immediately if you
believe that this rule may be applicable to you.
Investec Investment Banking, a division of Investec Bank (UK) Limited, which is
regulated in the United Kingdom by the Financial Services Authority, is acting
exclusively for Bidcorp and no one else in connection with the Proposal and will
not be responsible to anyone other than Bidcorp for providing the protections
afforded to customers of Investec Investment Banking or for providing advice in
relation to the Proposal or in relation to the contents of this announcement.
HSBC Bank plc, which is regulated in the United Kingdom by the Financial
Services Authority, is acting exclusively for BSD and Bidvest and no one else in
connection with the Proposal and will not be responsible to anyone other than
BSD and Bidvest for providing the protections afforded to customers of HSBC Bank
plc or for providing advice in relation to the Proposal or any other matter
referred to in this announcement.
The Bidcorp Directors accept responsibility for the information contained in
this announcement relating to Bidcorp, the Bidcorp Group, themselves and their
immediate families and related trusts (other than any views and opinions of the
Independent Directors in respect of the Proposal, including their recommendation
in respect of the Proposal, for which the Independent Directors are solely
responsible). To the best of the knowledge and belief of the Bidcorp Directors
(who have taken all reasonable care to ensure that such is the case), the
information contained in this announcement for which they are responsible is in
accordance with the facts and does not omit anything likely to affect the import
of such information.
The BSD Directors and the Bidvest Executive Directors accept responsibility for
the information contained in this announcement, other than that relating to
Bidcorp, the Bidcorp Group and the Bidcorp Directors and their immediate
families and related trusts, for which the Bidcorp Directors are responsible,
and any views and opinions of the Independent Directors in respect of the
Proposal (including their recommendation in respect of the Proposal for which
the Independent Directors are solely responsible). To the best of the knowledge
and belief of the BSD Directors and the Bidvest Executive Directors (who have
taken all reasonable care to ensure that such is the case), the information
contained in this announcement for which they are responsible is in accordance
with the facts and does not omit anything likely to affect the import of such
information.
The Independent Directors accept responsibility for their views and opinions in
respect of the Proposal set out in this announcement, including their
recommendation in respect of the Proposal. To the best of the knowledge and
belief of the Independent Directors (who have taken all reasonable care to
ensure that such is the case), the information contained in this announcement
for which they are solely responsible is in accordance with the facts and does
not omit anything likely to affect the import of such information.
Copies of this announcement are not being, and must not be, mailed or otherwise
distributed or sent in or into the United States or Canada and persons receiving
this announcement (including custodians, nominees and trustees) must not
distribute or send it into or from the United States or Canada.
This announcement does not constitute an offer to sell or the solicitation of an
offer to subscribe for or buy any securities, nor the solicitation of any vote
or approval in any jurisdiction, nor shall there be any sale, issue or transfer
of the securities referred to in this announcement in any jurisdiction in
contravention of applicable law.
Appendix I to this announcement contains certain further terms of the Proposal
and operation of the Scheme. Appendix II contains definitions of certain
expressions used in this announcement.
APPENDIX I
Conditions to and operation of the Scheme
The Proposal will be conditional on the Scheme becoming effective by not later
than 30 September 2004 or such later date as BSD and Bidcorp may agree and the
Court shall approve.
The Scheme will be conditional upon:
a. approval of the Scheme by a majority in number of Scheme Shareholders
representing not less than three-quarters in value of the Scheme
Shares held by those present and voting, in person or by proxy, at
the Court Meeting;
b. the special resolution required to implement the Scheme and give
effect to the reduction in capital being passed at the Extraordinary
General Meeting;
c. the Scheme being sanctioned by the Court with or without modification
and confirmation of the reduction of capital involved therein by the
Court; and
d. delivery to the Registrar of Companies in England and Wales for
registration of an office copy of the Court order sanctioning the
Scheme and confirming the reduction of capital and, in relation to
the reduction of capital, registration of the order by him.
Application to the Court at the Court hearing to sanction the Scheme will not be
made unless each of the conditions in (a) and (b) have been fulfilled.
Save with the consent of the Panel, the Proposal will lapse and the Scheme will
not proceed if, before the date of the Court Meeting(s), the Proposal is
referred to the UK Competition Commission.
The Proposal and the Scheme will be governed by English law and be subject to
the jurisdiction of the English courts and to the conditions set out above. The
rules contained in the City Code, so far as they are appropriate, apply to the
Proposal and the Scheme.
BSD reserves the right to make an offer for all or part of the issued and to be
issued share capital of Bidcorp in the event that a competing offer is made for
Bidcorp.
APPENDIX II
Definitions
The following definitions apply throughout this announcement unless the context
otherwise requires:
"Bidcorp" Bidcorp plc
"Bidcorp Directors" the directors of Bidcorp
"Bidcorp Group" or "the Company" Bidcorp plc and its subsidiary undertakings
"Bidcorp Share Option Schemes" the Bidcorp 1995 (No.1) Share Option Scheme, the Bidcorp (No.2) Share
Option Scheme and the Bidcorp 1999 Sharesave Scheme
"Bidcorp Shareholders" registered holders of Bidcorp Shares
"Bidcorp Share(s)" ordinary shares of 20 pence each in Bidcorp
"Bidvest" The Bidvest Group Limited and/or, where the context requires, its
subsidiary undertakings
"Bidvest Executive Directors" the executive directors of Bidvest
"Bidvest Group" Bidvest and its subsidiary undertakings
"BSD" Bid Services Division (UK) Limited, a wholly-owned subsidiary of Bidvest
"BSD Directors" the directors of BSD
"Canada" Canada, its provinces and territories and all areas subject to its
jurisdiction and any political sub-division of such territories and areas
"City Code" the City Code on Takeovers and Mergers
"Closing Price" the closing middle market price of a Bidcorp Share, as derived from the
Daily Official List on any particular day
"Companies Act" or "Act" the Companies Act 1985 (as amended)
"Court" the High Court of Justice in England and Wales
"Court Meeting" the meeting of Scheme Shareholders (and any adjournment thereof) to be
convened pursuant to an order of the Court pursuant to section 425 of the
Companies Act for the purpose of considering and, if thought fit,
approving the Scheme (with or without amendment) of which notice will be
set out in the Scheme Document
"Daily Official List" the daily official list published by the London Stock Exchange
"Effective Date" the date on which the Scheme becomes effective in accordance with its
terms
"Excluded Shares" Bidcorp Shares held by or on behalf of BSD or Bidvest
"Extraordinary General Meeting" or "EGM" the extraordinary general meeting of Bidcorp Shareholders of which notice
will be set out in the Scheme Document
"HSBC" HSBC Bank plc
"Independent Directors" David Brinklow, Anthony Cooke, Michael Kingshott, Ian Spry and David
Winduss
"Investec" Investec Investment Banking, a division of Investec Bank (UK) Limited
"Listing Rules" the listing rules of the UK Listing Authority
"London Stock Exchange" London Stock Exchange plc
"Meeting" the Court Meeting and the Extraordinary General Meeting
"Official List" the official list of the UK Listing Authority
"Panel" the Panel on Takeovers and Mergers
"pounds sterling" or "#" the lawful currency of the United Kingdom
"Proposal" the proposal for Bidcorp to become a wholly-owned subsidiary of Bidvest,
details of which are set out in this announcement and other matters to be
considered at the Meetings
"Regulatory Information Service" any information service authorised from time to time by the UK Listing
Authority for the purposes of dissemination of regulatory announcements
required by the Listing Rules and as set out in schedule 12 to the
Listing Rules
"Scheme" the scheme of arrangement under section 425 of the Companies Act between
Bidcorp and Scheme Shareholders to be set out in the Scheme Document,
with or subject to any modification thereof or in addition thereto or
condition agreed by Bidcorp and BSD and which the Court may think to
approve or impose
"Scheme Document" the document containing the Proposal to be published and sent to Bidcorp
Shareholders in due course
"Scheme Shares" the Bidcorp Shares in issue at the record date of the Scheme other than
the Excluded Shares
"Scheme Shareholders" registered holders of Scheme Shares
"UK Listing Authority" the Financial Services Authority acting in its capacity as competent
authority for the purposes of Part VI of the Financial Services and
Markets Act 2000
"United Kingdom" or "UK" the United Kingdom of Great Britain and Northern Ireland
"United States" or "US" the United States of America (including the States and the District of
Columbia), its territories, its possessions and other areas subject to
its jurisdiction
"ZAR" the South African Rand, the lawful currency of the Republic of South
Africa
This information is provided by RNS
The company news service from the London Stock Exchange
END
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