Capevin / Remgro / Zeder - Joint Announcement of firm intention to make offers to the Shareholders of Capevin Holdings and Capevin Investments

JOINT ANNOUNCEMENT OF FIRM INTENTION TO MAKE OFFERS TO THE SHAREHOLDERS OF CAPEVIN HOLDINGS AND TO THE SHAREHOLDERS OF CAPEVIN INVESTMENTS
Shareholders of Capevin Holdings and Capevin Investments are hereby advised that the board of directors of Capevin Holdings and the board of directors of Capevin Investments have each received formal notification from Zeder that Zeder and Remgro or, in the case of Remgro, any wholly-owned subsidiary of Remgro nominated by Remgro for this purpose will make joint offers to acquire the ordinary shares of shareholders in Capevin Holdings and in Capevin Investments.

Zeder currently owns approximately 34.9% of the ordinary shares in Capevin Holdings, which, in turn, owns approximately 51% of the ordinary shares in Capevin Investments.

Remgro currently owns approximately 9.6% of the ordinary shares in Capevin
Investments.

On 6 January 2010 Zeder entered into an agreement with Phetogo Investments Limited to acquire 38 096 480 ordinary shares in Capevin Holdings held by Phetogo at a price of R3.35 per Phetogo Share. The Phetogo Shares constitute approximately 8.5% of the issued ordinary shares of Capevin Holdings. In terms of the aforesaid agreement, Zeder is entitled to and has nominated Remgro to acquire 75% of the Phetogo Shares, while Zeder will acquire the remaining 25%. Remgro has accepted this nomination and has in turn nominated one of its wholly-owned subsidiaries to acquire its portion of the Phetogo Shares.

The Phetogo Transaction is subject to the fulfilment of the suspensive conditions that the special resolution passed by the shareholders of Phetogo authorising the Phetogo Transaction, be registered by the Registrar of Companies within 30 days of conclusion of the agreement of sale regulating the Phetogo Transaction (the special resolution has been lodged with the Registrar of Companies and it is anticipated that registration will be complete within the next few days) and the Securities Regulation Panel confirms that the offer consideration offered to the shareholders of Capevin Holdings is comparable to the offer consideration offered to the shareholders of Capevin Investments.

If the Phetogo Transaction becomes unconditional and is implemented it will result in the Offerors collectively being able to exercise more than 35% of the voting rights in Capevin Holdings. As a result the Offerors, who are acting in concert as contemplated in the Securities Regulation Code on Takeovers and Mergers and the Rules of the Securities Regulation Panel, will then become obliged, in terms of Rule 8 of the Code, to make an offer to the shareholders of Capevin Holdings, other than Zeder, to acquire their shares in Capevin Holdings. Since Capevin Holdings is a pyramid company, as defined in the Code, in relation to Capevin Investments, the Offerors will then also become obliged, in terms of Rule 6.3 of the Code, to make a comparable offer to the shareholders of Capevin Investments, other than Remgro and its wholly-owned subsidiaries, to acquire their shares in Capevin Investments.

The Capevin Holdings offer
The Offerors shall jointly make an offer to the shareholders of Capevin Holdings, other than Zeder, to acquire all of their ordinary shares in Capevin Holdings in exchange for the offer consideration set out below. The Capevin Holdings Shareholders will be entitled to accept the Capevin Holdings Offer in whole or in part.

The Capevin Investments offer
The Offerors shall jointly make an offer to the shareholders of Capevin
Investments, other than Remgro and its wholly-owned subsidiaries, to acquire all of their ordinary shares in Capevin Investments in exchange for the offer consideration set out below. The Capevin Investment Shareholders will be entitled to accept the Capevin Investments Offer in whole or in part. Capevin Holdings has provided the Offerors with an irrevocable undertaking not to accept the Capevin Investments Offer.

The offer consideration
The offer consideration payable to the Capevin Holdings Shareholders shall be R3.35 per ordinary share in respect of which the Capevin Holdings Offer is accepted. The offer consideration constitutes a premium of 15.5% to the 30-day volume weighted price of such shares on the over the counter market as at 1 December 2009.
The offer consideration payable to the Capevin Investments Shareholders shall be R70.05 per ordinary share in respect of which the Capevin Investments Offer is accepted. The offer consideration represents a discount of 4.8% to the 30-day volume weighted price of such shares on the JSE as at 1 December 2009.

The offer consideration in respect of the Offers shall be payable in cash.

The Capevin Holdings Board and the Capevin Investments Board have appointed QuestCo Sponsors (Proprietary) Limited as the independent advisor to advise on whether the terms and conditions of the Capevin Holdings Offer and of the Capevin Investments Offer are fair to the Capevin Holdings Shareholders and the Capevin Investments Shareholders, respectively. The opinions of QuestCo in this regard will be included in the circulars to be sent to the Capevin Holdings Shareholders and the Capevin Investments Shareholders referred to below.

The Offers will be open for acceptance from 09:00 on Monday, 25 January 2010 and will close at 12:00 on Friday, 19 February 2010. The Offerors reserve the right to extend the Closing Date of either or both Offers, with the prior approval of the Securities Regulation Panel. Any such extension will be published on SENS (only in the case of an extension of the Closing Date of the Capevin Investments Offer) and in the press prior to the Closing Date.

Allocation of Capevin Holdings shares and Capevin Investments shares acquired in terms of the Offers Shares acquired in terms of the Offers will be allocated between Remgro and Zeder on the following basis:
-all shares will be acquired by Remgro until such time as Remgro's effective shareholding in Capevin Investments equals that of Zeder on a "see through" basis; and
-if and when Remgro achieves the level of effective shareholding in Capevin
Investments as described above, any remaining shares acquired in terms of the Offers will be acquired in equal proportions by Remgro and Zeder.

The Offers will be subject to fulfilment of the condition precedent that the Phetogo Transaction becomes unconditional in accordance with its terms.

The SRP has received written confirmations, as contemplated in Rule 2.3.2 (b)and 21.7 of the Code, from PSG Group Limited that Zeder and from Rand Merchant Bank, a division of FirstRand Bank Limited, that Remgro each has sufficient cash resources and/or facilities available to it to meet its cash commitments under the Offers.