COUNTRY BIRD HOLDINGS LIMITED - Posting of circular and notice of scheme meeting

Release Date: 17/10/2014 12:00
Code(s): CBH
 
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Posting of circular and notice of scheme meeting

COUNTRY BIRD HOLDINGS LIMITED
(Incorporated in the Republic of South Africa)
(Registration number 2005/008505/06)
Share code: CBH
ISIN: ZAE000094835
(“CBH” or “the Company”)




POSTING OF CIRCULAR AND NOTICE OF SCHEME MEETING

1.   INTRODUCTION

     CBH shareholders are referred to the firm intention announcement, dated 25 September 2014
     (“Firm Intention Announcement”), released on SENS regarding the terms in which Black
     River Food Fund 2 LP (“the Offeror”), inter alia, offered to acquire the entire issued ordinary
     share capital of CBH, excluding the ordinary shares held by Synapp International Limited,
     (“Scheme Shares”) by way of a scheme of arrangement in terms of section 114 of the
     Companies Act 71 of 2008 (“Scheme”) (“Proposed Transaction”).

     CBH shareholders are hereby advised that a circular containing, inter alia, details of the
     Scheme, a notice convening the Scheme meeting of CBH shareholders holding Scheme
     Shares (“Shareholders”) (“Scheme Meeting”), a form of proxy and a form of surrender and
     transfer has been posted to Shareholders on 17 October 2014 and is available on CBH’s
     website at www.cbh.co.za (“Circular”).

2.   FULFILMENT OF CONDITIONS PRECEDENT TO THE CIRCULAR

     Shareholders are advised that all the conditions precedent relating to the posting of the Circular
     as detailed per the Firm Intention Announcement have been fulfilled.

3.   NOTICE OF SCHEME MEETING

     The Scheme Meeting of Shareholders will be held at 11:00 on Friday, 14 November 2014 at the
     registered office of CBH at 8 Melville Road, Illovo, Johannesburg, 2196, for the purpose of
     considering and, if deemed fit, passing, with or without modification, the resolutions required to
     approve the Scheme.
4.    SALIENT DATES AND TIMES

      The salient dates and times relating to the Scheme (“Timetable”) are set out in the Timetable
      hereunder. Words and expressions in the Timetable and notes thereto shall have the same
      meaning as assigned to them in the Circular.

 Action                                                               Date
                                                                      2014

 Record date for Shareholders to be recorded in the Register in       Friday, 10 October
 order to be entitled to receive the Circular

 Posting of the Circular to Shareholders and notice convening         Friday, 17 October
 Scheme Meeting published on SENS

 Notice convening Scheme Meeting published in the South African       Monday, 20 October
 press

 Last day to trade in Shares in order to be recorded in the           Friday, 31 October
 Register on the Voting Record Date (Voting Last Day to Trade)

 Voting Record Date for Shareholders to be recorded in the            Friday, 7 November
 Register in order to be eligible to vote at the Scheme Meeting

 Forms of Proxy to be received by the Transfer Secretaries by         Wednesday, 12 November
 11:00 on

 Last date and time for Shareholders to give notice to CBH            Friday, 14 November
 objecting to the Special Resolution in terms of section 164 of the
 Companies Act by 11:00 on

 Scheme Meeting at 11:00 on                                           Friday, 14 November

 Results of Scheme Meeting published on SENS                          Friday, 14 November

 Results of Scheme Meeting published in the South African press       Monday, 17 November

 If the Scheme is approved by Shareholders at the Scheme
 Meeting

 Last day for Shareholders who voted against the Scheme to            Friday, 21 November
 require CBH to seek court approval for the Scheme in terms of
 section 115(3)(a) of the Companies Act

 Last day for CBH to send notice of adoption of Special Resolution    Friday, 28 November
 to Dissenting Shareholders, in accordance with section 164 of the
 Companies Act

 Last day for a Shareholder who voted against the Scheme to           Friday, 28 November
 apply to court for leave to apply for a review of the Scheme in
 terms of section 115(3)(b) of the Companies Act

The following dates assume that no court approval or review of the Scheme is required and will be
confirmed in the finalisation announcement if the Scheme becomes unconditional


Expected Finalisation Date                                                    Monday, 1 December


Finalisation announcement expected to be released on SENS                     Monday, 1 December


Finalisation announcement expected to be published in the South               Tuesday, 2 December
African press


Expected last day to trade in Shares in order to be recorded in               Thursday, 11 December
the Register on the Scheme Record Date (Scheme Last Day to
Trade)


Expected date of suspension of listing of Shares on the JSE                   Friday, 12 December


Expected Scheme Record Date on which Shareholders must be                     Friday, 19 December
recorded in the Register to receive the Scheme Consideration


Expected Operative Date of the Scheme                                         Monday, 22 December


Scheme Consideration expected to be posted/paid to Certificated               Monday, 22 December
Scheme Participants (provided their Form of Surrender and
Transfer are received on or prior to 12:00 on the Scheme Record
Date) on or about


Dematerialised Scheme Participants expected to have their                     Monday, 22 December
accounts with their CSDP or broker credited with the Scheme
Consideration on or about


Expected termination of listing of Shares at commencement of                  Tuesday, 23 December
trade on the JSE



Notes

   1. All dates and times in respect of the Scheme are subject to change by mutual agreement
      between CBH and the Offeror and the approval of the JSE and Takeover Regulation Panel, if
      required. The dates have been determined based on assumptions regarding the dates by
      which certain regulatory approvals will be obtained and that no court approval or review of the
      Scheme will be required. Any change in the dates and times will be released on SENS and
      published in the South African press.

   2. Shareholders should note that as transactions in Shares are settled in the electronic
      settlement system used by Strate, settlement of trades takes place five Business Days after
      such trade. Therefore persons who acquire Shares after the Voting Last Day to Trade (i.e.
      Friday, 31 October 2014) will not be eligible to vote at the Scheme Meeting. Provided the
      Scheme is approved, Shareholders who hold Shares on the Scheme Record Date (expected
       to be Friday, 19 December 2014) will participate in the Scheme (i.e. sell their Shares to the
       Offeror in accordance with the Scheme for the Scheme Consideration).

   3. A Shareholder may submit a Form of Proxy at any time before the commencement of the
      Scheme Meeting (or adjourned or postponed Scheme Meeting) or hand it to the chairman of
      the Scheme Meeting before the appointed proxy exercises any of the relevant Shareholder’s
      rights at the Scheme Meeting (or adjourned or postponed Scheme Meeting), provided that
      should a Shareholder lodge a Form of Proxy with the Transfer Secretaries less than 48 hours
      (excluding Saturdays, Sundays and official public holidays) before the Scheme Meeting, such
      Shareholder will also be required to furnish a copy of such Form of Proxy to the chairman of
      the Scheme Meeting before the appointed proxy exercises any of such Shareholder’s rights at
      the Scheme Meeting (or adjourned or postponed Scheme Meeting).

   4. If the Scheme Meeting is adjourned or postponed, Forms of Proxy submitted for the initial
      Scheme Meeting will remain valid in respect of any adjournment or postponement of the
      Scheme Meeting.

   5. All times given in this Circular are local times in the Republic of South Africa.

   6. If the Scheme becomes operative, Shares may not be dematerialised or rematerialised after
      the Scheme Last Day to Trade.


Johannesburg
17 October 2014


Transaction Advisor and Sponsor to CBH
Investec Bank Limited

Legal Advisor to CBH
Kern & Partners

Legal Advisor to the Offeror
Webber Wentzel

Legal Advisor to IFC
ENSafrica

Independent Expert
Grant Thornton Advisory Services Proprietary Limited

Merchant Bank to the Offeror
Rand Merchant Bank, a division of FirstRand Bank Limited

Date: 17/10/2014 12:00:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE'). 
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