SOVEREIGN FOOD INVESTMENTS LIMITED - Notification of a Conditional Offer by Country Bird Holdings Proprietary Limited and Cautionary Announcement

Notification of a Conditional Offer by Country Bird Holdings Proprietary Limited 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”)


NOTIFICATION OF A CONDITIONAL OFFER BY COUNTRY BIRD HOLDINGS PROPRIETARY LIMITED
AND CAUTIONARY ANNOUNCEMENT

Sovereign shareholders (“Shareholders”) are referred to the announcement published by Country Bird
Holdings Proprietary Limited (“CBH”) on SENS on Wednesday, 6 July 2016 (“Announcement”) regarding the
conditional offer by CBH in terms of s117(1)(c)(v) of the Companies Act 71 of 2008, as amended to acquire
the entire ordinary share capital of the Company, other than those Sovereign ordinary shares (“Sovereign
Shares”) already held by CBH and its concert parties and by Sovereign’s subsidiaries, for a cash
consideration of R9.00 per Sovereign Share, cum any dividends paid from the date of the Announcement
(“Offer”).

Shareholders are advised to refer to the Announcement for details of the Offer. A copy of the Announcement
is available on Sovereign’s website (www.sovereignfoods.co.za). Shareholders should also refer to the
circular to be issued by CBH which will contain the full terms and conditions of the Offer and which will be
posted to Shareholders on or about 11 July 2016 (“CBH Circular”).

The board of directors of Sovereign (“Board”) will in due course constitute an independent board in
accordance with the Companies Regulations, 2011 (“Independent Board”) for purposes of the Offer and to
appoint an independent expert to provide an opinion on whether the Offer is fair and reasonable. Within 20
business days of the posting of the CBH Circular, the Independent Board will post a circular to Shareholders
in response to the CBH Circular setting out the Independent Board's opinion regarding the Offer and enclosing
a copy of the independent expert's report so as to enable Shareholders to make an informed decision
regarding the Offer (“Sovereign Circular”). The Board recommends that Shareholders do not take any action
concerning the Offer until such time as they have considered the CBH Circular and the Sovereign Circular.

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


Port Elizabeth
7 July 2016

Corporate advisor and sponsor
One Capital

Attorneys to Sovereign
Cliffe Dekker Hofmeyr Inc.

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