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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').
The JSE does not, whether expressly, tacitly or implicitly, represent, warrant or in any way guarantee the truth, accuracy or completeness of
the information published on SENS. The JSE, their officers, employees and agents accept no liability for (or in respect of) any direct,
indirect, incidental or consequential loss or damage of any kind or nature, howsoever arising, from the use of SENS or the use of, or reliance on,
information disseminated through SENS.