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GEN-General-Posting of offeror circular-CBH offer to acquire the entire ordinary share capital of Sovereign Food Inv
Country Bird Holdings Proprietary Limited
Incorporated in the Republic of South Africa
(Registration number 2005/008505/07)
(“CBH”)
POSTING OF OFFEROR CIRCULAR RELATING TO CBH OFFER TO ACQUIRE THE ENTIRE
ORDINARY SHARE CAPITAL OF SOVEREIGN FOOD INVESTMENTS LIMITED THAT IT OR
ITS CONCERT PARTIES DO NOT ALREADY OWN
1. INTRODUCTION
Sovereign Food Investments Limited (“Sovereign”) shareholders (“Sovereign Shareholders”) are
referred to the announcement released by CBH on SENS on Wednesday, 6 July 2016 (“Firm
Intention Announcement”) in relation to the conditional cash offer by CBH to acquire the entire
ordinary share capital of Sovereign other than those ordinary shares already held by CBH and its
concert parties and other than the ordinary shares held by Sovereign’s subsidiaries for a cash
consideration of R9.00 per Sovereign ordinary share cum any dividends paid from the date of the
Firm Attention Announcement (“Offer”). The Offer is proposed in terms of s117(1)(c)(v) of the
Companies Act 71 of 2008, as amended.
2. POSTING OF THE CIRCULAR
Sovereign Shareholders are hereby advised that an offeror circular (“Circular”) containing, inter
alia, details of the Offer and a form of acceptance, surrender and transfer has been posted to
Sovereign Shareholders today. In addition, a copy of the Circular is available on CBH’s website
(www.cbh.co.za). Sovereign Shareholders are advised that the Offer is subject to the fulfilment of
certain suspensive conditions detailed in the Circular, and are advised to review the Circular for a
summary of the key terms and conditions of the Offer.
3. SALIENT DATES AND TIMES
2016
Firm intention announcement distributed to Sovereign Wednesday, 6 July
Shareholders on SENS on
Firm intention published in the South African press on Thursday, 7 July
Circular posted to Sovereign Shareholders on Monday, 11 July
Opening date of the Offer at 09:00 on Monday, 11 July
Expected closing date of the Offer by 12:00 (“Closing Date”) See note 3
Final payment of the offer consideration paid to Sovereign See note 4
Shareholders who elect to accept the Offer
Notes:
1) The above dates and times are subject to amendment provided such amendments are approved by
the Takeover Regulation Panel. Any such change will be announced in the South African press.
2) All times indicated above are South African times.
3) The Closing Date will be 10 business days after the date on which the last of the suspensive conditions
are fulfilled.
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4) Payment of the Offer consideration will be made within six business days of the later of the transaction
becoming unconditional or the date on which such Sovereign Shareholders deliver their form of
acceptance, surrender and transfer and documents of title to the transfer secretaries.
Johannesburg
11 July 2016
Investment Bank: Investec Bank Limited
Legal advisors: Kern & Partners
Competition law advisors: Bowman Gilfillan
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Date: 11/07/2016 10:20:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE').
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