Directors’ report

Subsequent events

Subsequent to year-end the Group concluded an agreement to acquire 100% of the issued share capital of Nowaco Czech Republic, a company incorporated in the Czech Republic, and 100% of the issued share capital of Farutex Sp.Zo.o, a company incorporated in Poland (collectively the “Nowaco Group”) for an enterprise value of R2,8 billion from funds affiliated with JPMorgan Partners and managed by CCMP Capital Advisors LLC, and from Bancroft Private Equity L.L.P.

The Nowaco Group is the number one delivered wholesaler to the foodservice and independent retail markets in Central and Eastern Europe. Refer to note 43 of the financial statements.

Results of operations

The results of operations are dealt with in the consolidated income statement, segmental analysis and review of operations.

Share capital

The Company issued a total of 1 120 842 (2008: 1 083 448) ordinary shares of 5 cents each at premiums of between R32,00 and R71,99 (2008: R31,95 and R68,25) per share, in terms of The Bidvest Share Incentive Scheme.

Movement in treasury shares

In terms of general authorities granted to the Company to repurchase its ordinary shares, the latest being shareholder authority obtained at the last annual general meeting, a maximum of 66 367 483 ordinary shares could be acquired by the Company of which 33 183 742 can be acquired by its subsidiaries. Subsidiaries acquired a total of 495 550 ordinary shares at an average price (including costs) of R99,12 per share. A total of 785 308 ordinary shares were disposed of at an average price of R73,28 per share in settlement of share options exercised.

Distributions

A cash distribution out of share premium of 275 cents per share, in lieu of a dividend, was awarded to shareholders on October 6 2008.

The Company paid a dividend of 100 cents per share and made a capitalisation issue of 1 new share per 100 shares held by shareholders recorded in the register at the close of business on March 30 2009. The dividend and capitalisation issue collectively amounted to the equivalent of 190 cents per share (2008: 220 cents per share). In terms of the capitalisation issue 3 326 310 shares were issued at par value.

Subsequent to year-end a distribution of 190 (2008: 275) cents per share out of share premium was awarded to shareholders. The salient dates are:

Distribution dates:
Last day to trade cum-distribution
Trading ex-distribution commences
Record date
Payment date		   Friday, November 20 2009
Monday, November 23 2009
Friday, November 27 2009
Monday, November 30 2009


Payments to shareholders

Approval was obtained at the last annual general meeting for the Company to make payments which would reduce its share capital, share premium, reserves and/or any capital redemption reserve fund in terms of section 90 of the Companies Act of South Africa.

Special resolutions

A special resolution was passed at the annual general meeting of shareholders held on November 17 2008 in regard to a general authority to enable the Company to acquire its own shares.

Special resolutions were passed by certain subsidiaries to accommodate the acquisition of various businesses, to amend articles of association and to change their names.