COUNTRY BIRD HOLDINGS LIMITED - Results of Scheme Meeting

Release Date: 14/11/2014 13:37
Code(s): CBH
 
Wrap Text
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

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