JSE LIMITED - GEN - General - Country Bird Holdings Proprietary Limited - Update on the CBH offer

GEN - General - Country Bird Holdings Proprietary Limited - Update on the CBH offer

Country Bird Holdings Proprietary Limited
Incorporated in the Republic of South Africa
(Registration number 2005/008505/07)
(“CBH”)


UPDATE ON THE CBH OFFER


Sovereign Food Investments Limited (“Sovereign”) shareholders (“Sovereign Shareholders”) are
notified that:

*   the Competition Commission on 15 November 2016 approved the merger between CBH and
    Sovereign subject to the following conditions:

    o   that no CBH or Sovereign employees will be retrenched as a consequence of the merger; and

    o   that CBH will propose a B-BBEE transaction that results in a transfer of at least 4% of the issued
        shares in Sovereign to historically disadvantaged persons on comparable terms to those
        proposed by Sovereign in its proposed BEE transaction in the circular sent to Sovereign
        shareholders dated 24 June 2016, provided CBH obtains control of 75% of the issued ordinary
        shares of Sovereign; and

*   CBH awaits the reasons from the Takeover Special Committee (“Committee”) in support of its
    decision (“Ruling”) that the CBH Offer lapsed on 14 September 2016, which the Committee
    undertook to provide within 30 days of the Ruling given on 8 November 2016;

*   upon receipt of the Committee’s reasons, CBH will assess its position going forward ; and

*   had Sovereign’s board of directors not challenged CBH’s waiver of the condition as to minimum
    acceptances, to the Takeover Regulation Panel, CBH’s offer would now have been wholly
    unconditional and Sovereign Shareholders who accepted the Offer would have received R9.00 per
    Sovereign share.


Johannesburg
16 November 2016

Financial advisor: Investec Bank Limited

Legal advisor: Kern & Partners

Competition law advisor: Bowman Gilfillan

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