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Revised Transactions: Posting of the New Circular and notice of New General Meeting
SOVEREIGN FOOD INVESTMENTS LIMITED
Incorporated in the Republic of South Africa
Registration Number: 1995/003990/06
JSE Code: SOV
ISIN Number: ZAE000009221
(“Sovereign” or the “Company”)
REVISED TRANSACTIONS: POSTING OF THE NEW CIRCULAR AND NOTICE OF NEW GENERAL MEETING
Unless otherwise indicated, capitalised words and terms contained in this announcement shall bear
the same meanings ascribed thereto in the announcement published on SENS on Tuesday, 9 February 2016
(“Announcement”).
1. INTRODUCTION
Shareholders are referred to the Announcement whereby the Board, supported by irrevocable
undertakings from Shareholders holding more than 70% of the eligible voting Shares, advised
Shareholders of the proposed:
- revocation of the Ordinary Resolutions and Special Resolutions passed at the General
Meeting pertaining to the Repurchase, the BEE Transaction and the New Executive
Remuneration Policy (“Revocation”); and
- revision to the Transactions, in terms of which Sovereign will:
- repurchase up to 5% of the total number of Shares in issue from Eligible Shareholders
(“Revised Repurchase”) at R8.50 per Share (“Repurchase Consideration”);
- implement the BEE Transaction, on substantially the same terms as those set out in the
Previous Circular; and
- implement the New Executive Remuneration Policy, on substantially the same terms as
those set out in the Previous Circular,
(collectively, the “Revised Transactions”).
2. POSTING OF THE NEW CIRCULAR
Shareholders are advised that the New Circular will be posted to Shareholders today,
24 February 2016. The New Circular is also available on the Company’s website:
www.sovereignfoods.co.za.
To obtain a thorough understanding of the Revocation and the Revised Transactions,
Shareholders are advised to refer to the full terms and conditions pertaining thereto, as set out in
the New Circular.
3. BOARD OPINION AND RECOMMENDATION
The Board, having considered the reports provided by Mazars Corporate Finance Proprietary
Limited (“Mazars”), has carefully considered the terms, conditions and rationale for the
Revocation and the Revised Transactions and is of the opinion that the Revised Repurchase and
the BEE Transaction are fair in so far as Shareholders are concerned, and accordingly
recommends that Shareholders vote in favour of the resolutions pertaining to the Revocation and
the Revised Transactions to be proposed at the New General Meeting.
The Mazars reports are included in the New Circular.
4. NEW GENERAL MEETING
The New General Meeting will be held at the Sun International Boardwalk Hotel, Beach Road,
Summerstrand, Port Elizabeth, 6019 at 10:00 on Tuesday, 29 March 2016, to consider and, if
deemed fit, pass the ordinary resolutions and special resolutions set out in the notice of the New
General Meeting, forming part of the New Circular, with or without modification.
If Shareholders do not pass the ordinary resolutions and special resolutions set out in the notice
of the New General Meeting, the Revocation and the Revised Transactions will not be
implemented and the Company may proceed to implement the Repurchase, the BEE Transaction
and the New Executive Remuneration Policy as approved at the General Meeting and as set out
in the Previous Circular.
5. SALIENT DATES AND TIMES
2016
Record date to determine which Shareholders are entitled to Friday, 19 February
receive the New Circular on
Posting of the New Circular to Shareholders on Wednesday, 24 February
Last day to trade in Shares in order to be recorded in the register Friday, 11 March
and thereby be able to attend, participate and vote at the New
General Meeting on
Record date to be eligible to attend, participate in and vote at the Friday, 18 March
New General Meeting on
Forms of proxy to be received by the transfer secretaries by 10:00 Wednesday, 23 March
on
New General Meeting to be held at 10:00 on Tuesday, 29 March
Results of New General Meeting, as well as confirming dates Wednesday, 30 March
pertinent to the Revised Repurchase, published on SENS on or
about
Finalisation announcement published on SENS on or about Wednesday, 30 March
Revised Repurchase opening date at 09:00 on or about Wednesday, 30 March
Last day to trade in Shares in order to be registered as a Thursday, 21 April
Shareholder in the register at the Revised Repurchase record date
(“Revised Repurchase LDT”), on or about
Shares trade “ex” the right to participate in the Revised Friday, 22 April
Repurchase, on or about
Expected date for the closing of the Revised Repurchase at 12:00 Friday, 29 April
on or about
Revised Repurchase record date, being the date by which a Friday, 29 April
Shareholder must be recorded as such in the register in order to be
entitled to participate in the Revised Repurchase (“Revised
Repurchase Record Date”), on or about
Expected date on which the Revised Repurchase will be Tuesday, 3 May
implemented and the date on which the Repurchase Consideration
will be paid to the relevant Participating Shareholders, on or about
Notes:
1. All of the above dates and times are subject to change, with the approval of the JSE, if
required. Any change in the dates and times will be released on SENS.
2. All times given in this announcement are local times in South Africa.
3. Shareholders should note that transactions in shares are settled in the electronic settlement
system used by Strate Proprietary Limited. Settlement of trades take place 5 business days
after such trade, therefore:
a. persons who acquire Shares after the last day to trade in order to be eligible to vote at
the New General Meeting, namely, Friday, 11 March 2016, will not be entitled to vote
thereat, but may, nevertheless, provided the Revised Repurchase is approved and they
acquire the Shares on or prior to the Revised Repurchase LDT, participate in the
Revised Repurchase.
b. persons who acquire Shares after the Revised Repurchase LDT will not be entitled to
participate in the Revised Repurchase and thus will not be entitled to receive payment
of the Repurchase Consideration.
4. If you are a Dissenting Shareholder whose rights have not been reinstated in terms of
section 164(10) of the Companies Act, you will not be entitled to attend or vote at the New
General Meeting. However, if you withdraw your demand made in terms of sections 164(5) to
164(8) of the Companies Act, then your rights in respect of the Shares held by you will be
reinstated in terms of section 164(10) as read with section 164(9)(a) of the Companies Act
and you will be entitled to attend and vote at the New General Meeting.
5. A Shareholder may appoint a proxy to represent the Shareholder at the New General
Meeting by completing the form of proxy attached to the New Circular in accordance with the
instructions contained therein and delivering it to the Transfer Secretaries by no later than 48
hours before the New General Meeting. Should the form of proxy not be delivered to the
transfer secretaries by this time, the Shareholder will be entitled to furnish the form of proxy
to the chairman of the New General Meeting before the appointed proxy exercises any of the
shareholder rights at the New General Meeting (or any adjournment or postponement
thereof).
6. If the New General Meeting is adjourned or postponed, forms of proxy submitted for the
initial New General Meeting will remain valid in respect of any such adjournment or
postponement.
7. Dematerialised Shareholders, other than those with “own name” registration, must provide
their CSDP or broker with their instructions as to how they wish their Shares to be voted at
the New General Meeting by the cut-off time stipulated in their respective custody
agreements.
8. No dematerialisation or rematerialisation of Shares may take place between the Revised
Repurchase LDT and the Revised Repurchase Record Date.
9. Shareholders should exercise caution when dealing in Shares between the Revised
Repurchase LDT and the Revised Repurchase Record Date.
6. RESPONSIBILITY STATEMENT
Each member of the Board, collectively and individually, accepts full responsibility for the
accuracy of the information given in this announcement and certifies that, to the best of his
knowledge and belief, there are no facts that have been omitted that would make any statement
in this announcement false or misleading and that all reasonable enquiries to ascertain such facts
have been made and that this announcement contains all information required by law and the
Listings Requirements.
Port Elizabeth
24 February 2016
Corporate advisor and sponsor
One Capital
Attorneys to Sovereign
Cliffe Dekker Hofmeyr Inc.
Date: 24/02/2016 03:34:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE').
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