SOVEREIGN FOOD INVESTMENTS LIMITED - BEE Transaction, Revised Repurchase, changes to the Executive Remuneration Policy and Cautionary announcement

BEE Transaction, Revised Repurchase, changes to the Executive Remuneration Policy and Cautionary announcement

SOVEREIGN FOOD INVESTMENTS LIMITED
Incorporated in the Republic of South Africa
Registration Number: 1995/003990/06
JSE Code: SOV
ISIN Number: ZAE000009221
(“Sovereign” or the “Company”)

BEE TRANSACTION, REVISED REPURCHASE, CHANGES TO THE EXECUTIVE REMUNERATION POLICY AND CAUTIONARY ANNOUNCEMENT

Unless otherwise indicated, capitalised words and terms contained in this announcement shall bear
the same meanings ascribed thereto in the circular to Sovereign shareholders dated
24 February 2016 (“Circular”) and the SENS announcement published by Sovereign on 26 April 2016
(“Announcement”).

1.   INTRODUCTION

     Shareholders are referred to the Announcement pertaining to the Judgment handed down by the
     High Court in respect of the Urgent Application brought by the Country Bird Group and the
     notification that the New Resolutions set out in the Circular were unable to be proposed or voted on
     at the Adjourned Meeting.
     In terms of the Judgment, the High Court inter alia held that the special resolution passed at the
     Previous General Meeting approving the Scheme (“Scheme Resolution”) never became operative
     or effective and that Sovereign may not propose the New Resolutions set out in the Circular until
     such time as Sovereign issues a new circular to Shareholders and informs Shareholders that the
     Scheme Resolution has no force or effect and is therefore not capable of being revoked.
     Shareholders are accordingly advised that:

     -   the Scheme lapsed and will not be implemented;
     -   the Appraisal Rights have no force or effect and Dissenting Shareholders’ rights in respect of
         the Shares held by them have been reinstated;
     -   the Company will not be required to offer to make payment to Dissenting Shareholders of an
         amount considered by the Directors to be the fair value of their Shares, as envisaged in section
         164(11) of the Companies Act; and
     -   the Scheme Resolution is not capable of being revoked.

     In the circumstances, Sovereign proposes to implement the Revised Repurchase, the BEE
     Transaction and the New Executive Remuneration Policy, on substantially the same terms as those
     set out in the Circular, save that the Revocation will not be proposed (collectively the
     “Transactions”). Shareholders are advised that a circular regarding the Transactions will be posted
     to Shareholders, in due course (“New Circular”).

2.   IRREVOCABLE UNDERTAKINGS

     Shareholders holding more than 70% of the eligible voting Shares have provided new irrevocable
     undertakings in support of the Transactions.

3.   OTHER INFORMATION RELATING TO THE TRANSACTIONS

     Further details regarding inter alia the Transactions, the New Circular, the pro forma financial
     information and the salient dates and times will be published on SENS in due course.

4.   CAUTIONARY

     Shareholders are advised to exercise caution when dealing in Sovereign Shares, until such time
     as the Company publishes further information regarding the Transactions and advises
     Shareholders that they are no longer required to exercise caution when dealing in Sovereign
     Shares.


Port Elizabeth
31 May 2016

Corporate advisor and sponsor
One Capital

Attorneys to Sovereign
Cliffe Dekker Hofmeyr Inc.

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