COUNTRY BIRD HOLDINGS LIMITED - Finalisation announcement in respect of the Scheme of Arrangement

Finalisation announcement in respect of the Scheme of Arrangement

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”)



FINALISATION ANNOUNCEMENT IN RESPECT OF THE SCHEME OF ARRANGEMENT


1. FULFILMENT OF SCHEME CONDITIONS

Shareholders are referred to the circular issued by CBH to its 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 ordinary shares held
by Synapp International Limited (“Scheme Shares”) (“Proposed Transaction”), by way of a scheme
of arrangement in terms of section 114 of the Companies Act 71 of 2008 (“Companies Act”)
(“Scheme”) and the announcement released on the Stock Exchange News Service of the JSE
Limited ("SENS") dated 14 November 2014 which advised CBH shareholders that all resolutions
required for the approval of the Scheme were passed by the requisite majority of CBH shareholders
entitled to vote at the scheme meeting convened on the same day (“Results Announcement”).
Unless defined herein, terms used in this announcement shall bear the same meaning as set out in
the Circular.

CBH shareholders are advised that:
   1.1. the Takeover Regulation Panel has issued a compliance certificate in terms of section
        121(b)(i) of the Companies Act in relation to the Proposed Transaction; and
   1.2. the implementation of the resolutions of the shareholders approving the scheme is not
        required to be approved by the court, nor will CBH treat those resolutions as a nullity as
        contemplated in section 115(5)(b) of the Companies Act.

Therefore all conditions precedent to the Scheme as detailed per the Circular have been fulfilled and
the Scheme is now unconditional. In terms of the Scheme, each CBH shareholder will receive R5.00
for every Scheme Share held (“Scheme Consideration”).


2. FINAL SALIENT DATES AND TIMES

The timetable for the finalisation and implementation of the transaction is as follows:
 

 Action                                                                                    2014

 Finalisation Date                                                          Friday, 28 November


 Finalisation announcement released on SENS                                 Friday, 28 November


 Finalisation announcement published in the South African press              Monday, 1 December


 Last day to trade in Shares in order to be recorded in the                  Friday, 5 December
 Register on the Scheme Record Date (Scheme Last Day to
 Trade)


 Date of suspension of listing of Shares on the JSE                          Monday, 8 December


 Scheme Record Date on which Shareholders must be recorded                  Friday, 12 December
 in the Register to receive the Scheme Consideration


 Operative Date of the Scheme                                               Monday, 15 December


 Scheme Consideration expected to be posted/paid to Certificated            Monday, 15 December
 Scheme Participants (provided their Form of Surrender and
 Transfer are received on or prior to 12:00 on the Scheme Record
 Date)


 Dematerialised Scheme Participants to have their accounts with           Monday, 15 December
 their CSDP or broker credited with the Scheme Consideration


 Termination of listing of Shares at commencement of trade on the      Wednesday, 17 December
 JSE



Notes:
1. All times given in this announcement are local times in South Africa.
2. Shareholders who hold Shares on the Scheme Last Day to Trade (Friday, 5 December 2014) will
   participate in the Scheme (i.e. sell their Scheme Shares to the Offeror in accordance with the
   Scheme for the Scheme Consideration).
3. Shares may not be dematerialised or rematerialised after the Scheme Last Day to Trade.


Johannesburg
28 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 Advisory Services Proprietary Limited

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

Date: 28/11/2014 04:07:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE'). 
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