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Results 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”)
RESULTS OF SCHEME MEETING
1. INTRODUCTION
CBH shareholders are referred to the firm intention announcement dated 25 September 2014,
as well as to the circular issued to CBH shareholders on 17 October 2014 (“Circular”),
regarding the terms on which Black River Food Fund 2 LP (“the Offeror”), inter alia, offered to
acquire the entire issued ordinary share capital of CBH, excluding the CBH 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, as amended (“Companies Act”),
(“Scheme”) (“Proposed Transaction”).
2. RESULTS OF THE SCHEME MEETING
CBH shareholders are advised that at the Scheme meeting of CBH shareholders held on
Friday, 14 November 2014 at 11h00 (“Scheme Meeting”), all of the resolutions required to give
effect to the Scheme as set out in the notice convening the Scheme Meeting incorporated in
the Circular were passed, without modification, by the requisite majority of votes.
The resolutions required to give effect to the Scheme were voted on as follows:
% of issued % Number
share capital
Total number of shares that could be voted at meeting 14% 100% 29,206,230
Total number of shares present/represented 10% 70% 20,385,353
including proxies at meeting (including shares abstained
from voting)
Total number of shares present/represented 10% 70% 20,371,553
including proxies at meeting (excluding shares
abstained from voting)
Total number of members present 5
Votes in % Votes % Abstentions %
favour against
Special Resolution Number 1–
Implementation of the Scheme 20,120,295 98.70% 251,258 1.23% 13,800 0.07%
Special Resolution Number 2 –
Revocation of Special Resolution
20,136,295 98.78% 235,258 1.15% 13,800 0.07%
Number 1 if Scheme lapses and is
not implemented
Ordinary Resolution Number 1 20,171,295 98.95% 200,258 0.98% 13,800 0.07%
– Authorisation of directors
3. SCHEME CONDITIONS PRECEDENT
Shareholders are advised that the following condition precedent to the Scheme (“Conditions
Precedent”), as detailed in the Circular, remains outstanding:
a. The receipt of unconditional approval in writing of the Takeover Regulation Panel (in terms
of a compliance certificate to be issued in terms of section 121(b)(i) of the Companies Act)
in respect of the Proposed Transaction.
4. SALIENT DATES AND TIMES
A finalisation announcement will be made in due course based on the indicative dates and
times as detailed in the Circular.
Johannesburg
14 November 2014
Transaction Advisor and Sponsor to CBH
Investec Bank Limited
Legal Advisor to CBH
Kern & Partners
Legal Advisor to the Offeror
Webber Wentzel
Independent Expert
Grant Thornton
Merchant Bank to the Offeror
Rand Merchant Bank, a division of FirstRand Bank Limited
Date: 14/11/2014 01:37:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE').
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