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Adjournment of the General Meeting and extension of irrevocable support for the BEE Transaction
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”)
ADJOURNMENT OF THE GENERAL MEETING AND EXTENSION OF IRREVOCABLE SUPPORT FOR THE BEE TRANSACTION
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 Friday, 24 June 2016 (“Circular”).
Shareholders are referred to the announcement published by Sovereign on SENS on Thursday, 7 July 2016,
notifying Shareholders of the firm intention by Country Bird Holdings Proprietary Limited (“Country Bird”) to
make a conditional general offer to Shareholders in terms of section 117(1)(c)(v) of the Companies Act, to
acquire all the Shares, other than those Shares already held by Country Bird and its concert parties and
Sovereign’s Subsidiaries (“Offer Shares”), for a cash consideration of R9.00 per Offer Share (“Offer
Consideration”), cum any dividends paid by Sovereign from 6 July 2016 onwards (“Offer”). Country Bird issued
an offer circular to Shareholders on Monday, 11 July 2016, setting out the terms and conditions of the Offer
(“Offer Circular”).
The Offer is subject to, inter alia, the suspensive condition that Sovereign and the Shareholders do not
implement a transaction similar to the Transactions as contemplated in the Circular (“Relevant Condition”).
Sovereign’s General Meeting to consider and, if deemed fit, approve the Resolutions pertaining to the
Transactions, as set out in the Notice of General Meeting, is scheduled to take place on Monday, 25 July 2016.
In terms of regulation 107(b)(i) of the Companies Regulations, 2011 (“Regulations”), until the Offer is declared
unconditional, lapses or is withdrawn, Country Bird and its concert parties must not exercise votes attaching to
the Shares held by them, unless the votes are cast on a resolution dealing with a matter unrelated to the Offer
(“Prohibiting Regulation”). The Resolutions pertaining to the Transactions are related to the Offer by virtue of
the Relevant Condition such that Country Bird and its concert parties are precluded from voting their Shares on
the Resolutions at the General Meeting (“Precluded Votes”).
In the circumstances, the irrevocables which Sovereign has from Shareholders in support of the Transactions
together with the additional proxy votes which have been submitted by other Shareholders to date in favour of
the Transaction, are sufficient to pass all the Resolutions at the General Meeting and approve the Transactions,
thereby immediately terminating the Offer.
However, the Board wishes to re-iterate that the Transactions have not been designed to frustrate an offer to
Shareholders and the Board, in consultation with the independent board of Directors that has been constituted
in accordance with the Regulations to consider the Offer, accordingly wishes to propose that the General
Meeting be adjourned in order to enable Shareholders the unfettered opportunity to consider the Offer as well
as Sovereign's response circular to the Offer Circular, which is expected to be sent to Shareholders on or about
Wednesday, 10 August 2016 ("Response Circular").
In this regard, the Board is pleased to announce that Shareholders holding more than 70% of the Offer Shares
have irrevocably committed to (i) vote in favour of an adjournment of the General Meeting and (ii) continue to
support the Transactions.
A resolution will accordingly be proposed at the General Meeting to be held on 25 July 2015 to adjourn the
General Meeting to 19 October 2016. This date is after 13 September 2016, being the date upon which the
Offer will terminate if Country Bird does not receive sufficient acceptances from Shareholders such that Country
Bird, together with its concert parties, hold at least 50% plus 1 Share of the total issued Shares (including
treasury shares) after implementation of the Offer. If the Offer becomes wholly unconditional in accordance with
its terms (save for fulfilment of the Relevant Condition), the Board will not proceed to implement the Transactions
and will take the necessary steps in this regard.
The Board recommends that Shareholders do not take any action concerning the Offer until such time as they
have considered the Response Circular.
Port Elizabeth
22 July 2016
Corporate Advisor and Sponsor
One Capital
Attorneys to Sovereign
Cliffe Dekker Hofmeyr Inc.
Date: 22/07/2016 04:40:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE').
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