Company Announcements

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October 16, 2024

THE BIDVEST GROUP (UK) PLC ANNOUNCES Offer to Purchase FOR CASH UP TO THE MAXIMUM TENDER AMOUNT (AS DEFINED BELOW) IN AGGREGATE PRINCIPAL AMOUNT OF THE OUTSTANDING 3.625% SENIOR NOTES DUE 2026

The Bidvest Group (UK) Plc (the "Issuer") hereby announces that it has commenced a cash tender offer (the "Tender Offer") for up to $300,000,000 in principal amount of its 3.625% Senior Notes Due 2026 ("Notes") which amount, subject to applicable law, may be increased or decreased in the sole discretion of the Issuer (such amount as may be increased or decreased, the "Maximum Tender Amount"), upon the terms and subject to the conditions set forth in a separately published offer to purchase (the "Offer to Purchase") dated as of the date hereof (the "Tender Offer"), which is available, subject to registration and eligibility confirmation, on the tender offer website https://deals.is.kroll.com/bidvest. The Notes are guaranteed by The Bidvest Group Limited. (the "Company"). Capitalized terms used herein but not otherwise defined are as set forth in the Offer to Purchase.

The following table sets forth certain information relating to pricing for the Tender Offer.

Note:

1.   The Issuer reserves the right, but is under no obligation, to increase or decrease the Maximum Tender Amount at any time, subject to compliance with applicable law.

2.   The Total Early Tender Offer Consideration consists of the Tender Offer Consideration and the Early Tender Payment and excludes Accrued Interest (as defined below) which will also be payable in respect of all Notes accepted for purchase.

If at the Early Tender Deadline, the aggregate principal amount of Notes validly tendered by Holders exceeds the Maximum Tender Amount, the Issuer will not accept any Notes validly tendered by Holders after the Early Tender Deadline. Acceptance of Notes tendered pursuant to the Tender Offer may be subject to proration, as described herein.

The Tender Offer

The Tender Offer will expire at 5:00 p.m., New York Time ("NYT"), on 14 November 2024, unless extended or earlier terminated (such time and date, as the same may be extended, the "Expiration Deadline"). Holders who tender their Notes may not withdraw such Notes prior to the Expiration Deadline. To receive the Total Early Tender Offer Consideration (as defined below), which includes an early tender payment of $30.00 per $1,000 principal amount of the Notes accepted for purchase pursuant to the Tender Offer (the "Early Tender Payment"), Holders must validly tender their Notes prior to 5:00 p.m., NYT, on 29 October 2024, unless extended (such time, as the same may be extended, the "Early Tender Deadline"). Holders who validly tender their Notes after the Early Tender Deadline but at or prior to the Expiration Deadline will be eligible to receive only the Tender Offer Consideration (as defined below). The Total Early Tender Offer Consideration and the Tender Offer Consideration does not include Accrued Interest (as defined below) and any additional amounts.

Holders of Notes that are validly tendered at or prior to Early Tender Deadline and accepted for purchase will receive an aggregate consideration of $982.50 per $1,000 principal amount of Notes (the "Total Early Tender Offer Consideration"), which comprises consideration of $952.50 per $1,000 principal amount of Notes ("Tender Offer Consideration") plus the Early Tender Payment. Holders of Notes that are validly tendered after the Early Tender Deadline but at or prior to the Expiration Deadline and accepted for purchase will receive only the Tender Offer Consideration, which does not include the Early Tender Payment.

In addition to the Tender Offer Consideration or the Total Early Tender Offer Consideration, as applicable, all Holders of Notes accepted for purchase will also receive accrued and unpaid interest in cash, rounded to the nearest cent with half a cent rounded upwards, on such $1,000 principal amount of their Notes accepted for purchase, from the last interest payment date up to, but not including, the relevant Settlement Date ("Accrued Interest").

The Issuer may, in its sole discretion, elect to pay the Total Early Tender Offer Consideration after the Early Tender Deadline but before the Expiration Deadline (the date of such payment, the "Early Settlement Date"). In such event, the Issuer will only purchase, on the Early Settlement Date, such Notes validly tendered at or prior to the Early Tender Deadline, subject to proration (if any), as described herein. The applicable Total Early Tender Offer Consideration will include the applicable Early Tender Payment will be payable on the Early Settlement Date (if any) or the final settlement date (if the Issuer elects not to have an Early Settlement Date) (the "Final Settlement Date", and with the Early Settlement Date, each a "Settlement Date"). Notes accepted for purchase pursuant to the Tender Offer will be paid through the Clearing Systems, assuming that the Tender Offer is not extended or earlier terminated, on the Early Settlement Date (which is currently expected to be the third Business Day after the Early Tender Deadline) or on the Final Settlement Date (which is currently expected to be the third Business Day after the Expiration Deadline), as applicable.

Assuming that the Tender Offer is not extended or earlier terminated, it is expected that 01 November, 2024 will be the Early Settlement Date and that 18 November, 2024, the third business day after the Expiration Time, will be the Final Settlement Date. No tenders submitted after the Expiration Time will be valid.

Notes may be subject to proration if the aggregate principal amount of Notes validly tendered and not validly withdrawn exceeds the Maximum Tender Amount. In the event any tendered Notes are not accepted for purchase due to proration, they will be returned or credited to the Holder's account on the relevant Settlement Date. Notes purchased pursuant to the Tender Offer will be cancelled.

A separate Tender Instruction (as defined in the Offer to Purchase) must be completed on behalf of each beneficial owner due to possible proration.

If the purchase of all Notes that are validly tendered at or prior to the Early Tender Deadline would cause the Issuer to purchase an aggregate principal amount of Notes in excess of the Maximum Tender Amount, then the Tender Offer will be oversubscribed at the Early Tender Deadline, and, subject to the Issuer's rights to amend the terms of the Tender Offer, the Issuer will not accept for purchase any Notes tendered after the Early Tender Deadline. In such case, the Issuer will accept for purchase (assuming satisfaction or waiver of the Conditions of the Tender Offer) Notes tendered by Holders at or prior to the Early Tender Deadline on a prorated basis using a single proration factor such that the Issuer will not accept for purchase an aggregate principal amount of Notes in excess of the Maximum Tender Amount. If the Tender Offer is oversubscribed at the Early Tender Deadline, then the Issuer will issue an announcement promptly after the Early Tender Deadline stating that Notes tendered after the Early Tender Deadline will not be purchased pursuant to the Tender Offer.

In each case, acceptance of Notes is subject to the terms and conditions set forth in the Offer to Purchase, including limitations on the amount of Notes subject to purchase and proration.

The Tender Offer is subject to the satisfaction or waiver of certain conditions, including, without limitation, the pricing of the New Financing Condition and the conditions set out in the Offer to Purchase. If any of the conditions are not satisfied, the Issuer will not be obligated to accept for payment, purchase or pay for, and may delay the acceptance for payment of, any tendered notes and may terminate the Tender Offer, in each event subject to applicable laws. The Tender Offer is not conditioned on the tender of a minimum principal amount of Notes.

General

The Issuer's obligation to accept for purchase and to pay for the Notes in the Tender Offer is subject to the satisfaction or waiver of the conditions to the Tender Offer described in "Conditions of the Tender Offer" (the "Conditions"). The Tender Offer is conditioned upon, among other things, the drawing by the Issuer of available amounts under the syndicated multicurrency revolving credit facility agreement (the "Revolving Credit Facility"), between, amongst others, the Issuer and the lenders name therein (the "RCF Drawdown"), the RCF Drawdown being likely to be completed prior to the Early Tender Deadline and the Issuer (in its sole discretion) being satisfied that it has received, or will receive, by the relevant Settlement Date, an amount following the RCF Drawdown sufficient to finance the payment by the Issuer of the Total Early Tender Offer Consideration or Tender Offer Consideration (including Accrued Interest and any additional amounts thereon), as applicable, with respect to all Notes validly tendered and accepted for purchase pursuant to this Offer to Purchase (the "New Financing Condition"). No assurances can be given that the RCF Drawdown will be completed nor that the RCF Drawdown will be consummated on the terms stated herein. Additional conditions to the Tender Offer are described under "Conditions of the Tender Offer". 

Indicative Timetable for the Tender Offer

The above times and dates are subject to the right of the Issuer, in its sole discretion, to extend, re-open amend and/or terminate the Tender Offer (subject to applicable law and as provided in the Offer to Purchase). Beneficial owners of Notes are advised to check with any bank, securities broker or other intermediary through which they hold Notes when such intermediary would need to receive instructions from a beneficial owner in order for that beneficial owner to be able to participate in the Tender Offer before the deadlines specified in the Offer to Purchase. The deadlines set by any such intermediary and the clearing systems for the submission of tender instructions may be earlier than the relevant deadlines specified above.

Noteholders are advised to read carefully the Offer to Purchase for full details of and information on the procedures for participating in the Tender Offer.

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:

Each Holder 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 Offeror, the Dealer Managers, the Tender and Information Agent, Citibank, N.A., London Branch as trustee (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 Offeror, 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 Offeror, 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 Dealer Managers, the Information and Tabulation Agent, the Company, 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 Company, the Issuer, the Trustee, the Dealer Managers and the Tender and Information Agent 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.