Illovo Sugar Limited - Results Of The General Meeting And The Scheme Meeting

Illovo Sugar Limited - Results Of The General Meeting And The Scheme Meeting    
Illovo Sugar Limited                                                            
(Incorporated in the Republic of South Africa)                                  
(Registration number 1906/000622/06)                                            
JSE share code: ILV                                                             
ISIN: ZAE000003547                                                              
("Illovo")                                                                      
ABF Overseas Limited                                                            
(Incorporated in England)                                                       
(Registration number 03313345)                                                  
("ABF")                                                                         
RESULTS OF THE GENERAL MEETING AND THE SCHEME MEETING                           
1.  INTRODUCTION                                                                
Illovo shareholders are referred to the announcements released on SENS on       
19 May 2006 and 15 June 2006 and the circular posted to Illovo shareholders on  
15 June 2006 relating, inter alia, to:                                          
*  a scheme of arrangement in terms of section 311 of the Companies Act No. 61  
of 1973, as amended ("the Companies Act"), proposed by ABF between Illovo and   
all of its shareholders in terms of which ABF will acquire 51% of the fully     
diluted ordinary share capital of Illovo ("the scheme");                        
*  a waiver of the mandatory offer to Illovo shareholders; and                  
*  the establishment of certain minority protections.                           
2.  THE GENERAL MEETING                                                         
At the general meeting of Illovo shareholders held on 12 July 2006, all the     
resolutions proposed were approved by the requisite majority.                   
3.  THE SCHEME MEETING                                                          
At the scheme meeting held on 12 July 2006 to consider the terms and conditions 
of the scheme, the scheme was agreed to by the requisite majority.              
4.  OUTSTANDING CONDITIONS PRECEDENT                                            
The implementation of the scheme remains subject to the fulfilment or waiver of 
the following conditions precedent:                                             
*  all necessary regulatory approvals required to implement the scheme having   
been granted or deemed to have been granted, including but not limited to that  
of the South African competition authorities;                                   
*  the waiver by the Securities Regulation Panel ("the SRP") of the requirement 
for ABF to make a mandatory offer to Illovo shareholders;                       
*  prior to the date on which the scheme is sanctioned, Illovo not having       
undertaken or allowed to occur any frustrating action (as described in Rule 19  
of the Securities Regulation Code on Takeovers and Mergers and the Rules of the 
SRP) or having made any unusual or unplanned distributions, without the consent 
of Associated British Foods plc (ABF"s holding company) to such action, which   
consent shall not unreasonably be withheld or delayed;                          
*  there having been no change or proposed change in any law, regulation or     
policy of South Africa on or before five business days prior to the scheduled   
Court hearing date to sanction the scheme, which is effective on, or would be   
effective after such date, which would restrict the ability of ABF to transmit  
freely capital injected into, and/or dividends or other distributions paid out  
by Illovo into foreign exchange and to remit it offshore and, for the purposes  
hereof, a proposed change means a change proposed by a relevant authority,      
government official or senior public servant;                                   
*  the sanctioning of the scheme by The High Court of South Africa (Durban and  
Coast Local Division) ("the Court") in terms of the Companies Act; and          
*  the registration of a certified copy of the order of the Court sanctioning   
the scheme by the Registrar of Companies.                                       
5.  SANCTIONING OF THE SCHEME AND UPDATE ON SALIENT DATES                       
The application for the sanctioning of the scheme is expected to be made to the 
Court at 09:30, or as soon thereafter as Counsel may be heard, on a date not    
more than three weeks after the last of the regulatory approvals required to    
implement the scheme has been obtained or such other dates as may be agreed in  
writing between Illovo and ABF, notice of which will be given on SENS and in the
press at least seven days prior to the Court hearing.                           
Should the scheme be sanctioned and become operative, all other remaining       
important dates and times, including the last day to trade in Illovo shares in  
order to participate in the scheme, the record date for the scheme, the         
operative date and the date of payment of the scheme consideration, will be     
released on SENS and published in the press once they become known.             
6.  CHAIRMAN"S REPORT                                                           
Copies of the Chairman"s report on the scheme meeting will be available on      
request to any scheme member, free of charge, at least one week before the date 
on which the application for the sanctioning of the scheme is made, during      
normal business hours, at the registered office of Illovo, Illovo Sugar Park,   
1 Montgomery Drive, Mount Edgecombe.                                            
Mount Edgecombe                                                                 
12 July 2006                                                                    
Investment bank to Illovo                                                       
Standard Bank                                                                   
Investment bank to ABF                                                          
Rothschild                                                                      
Sponsor to Illovo                                                               
J.P.Morgan Equities                                                             
Attorneys to Illovo                                                             
Cliffe Dekker                                                                   
Garlicke & Bousfield                                                            
Attorneys to ABF                                                                
Bowman Gilfillan                                                                
Date: 12/07/2006 04:29:41 PM Supplied by www.sharenet.co.za                     
Produced by the JSE SENS Department