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SOVEREIGN FOOD INVESTMENTS LIMITED - Challenge to the purported waiver by CBH of the condition as to minimum acceptances in respect of the CBH offer

Release Date: 20/09/2016 08:46
Code(s): SOV     PDF:  
Wrap Text
Challenge to the purported waiver by CBH of the condition as to minimum acceptances in respect of the CBH offer

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”)

CHALLENGE TO THE PURPORTED WAIVER BY COUNTRY BIRD OF THE CONDITION AS TO MINIMUM ACCEPTANCES 
IN RESPECT OF THE COUNTRY BIRD OFFER

Sovereign shareholders (“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, No. 71 of 2008, as amended (“Companies Act”),
to acquire the entire ordinary share capital of Sovereign, other than those Sovereign ordinary shares
already held by Country Bird and its concert parties and by Sovereign’s subsidiaries (“Offer Shares”),
for a cash consideration of R9.00 per Offer Share, 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”).

In terms of the Offer Circular and firm intention announcement published by Country Bird on SENS on
Wednesday, 6 July 2016, the Offer is subject to, inter alia, sufficient acceptances being received from
Shareholders such that Country Bird, together with its concert parties, hold at least 50% plus 1 share
of the total issued share capital of Sovereign after implementation of the Offer (“Condition as to
Minimum Acceptances”).

Shareholders are further referred to the announcements published by Country Bird on SENS on
Tuesday, 13 September 2016 and Wednesday, 14 September 2016, informing Shareholders of
CBH’s purported waiver of the Condition as to Minimum Acceptances (“Purported Waiver”) and that
the Offer “is unconditional as to acceptances”.

Shareholders are hereby notified that Sovereign has taken legal advice in relation to the Purported
Waiver and that it is of the view that the Purported Waiver is unlawful. In the circumstances,
Sovereign intends to challenge the Purported Waiver and will apply to the Takeover Regulation Panel
for a formal ruling, inter alia, to the effect that:

    -   the Purported Waiver is contrary to the Companies Act and the Companies Regulations, 2011
        and hence unlawful and of no force or effect; and
    -   the Offer did not become unconditional as to acceptances and accordingly lapsed on 13,
        alternatively, 14 September 2016.

Sovereign will notify Shareholders of further developments in due course.


Port Elizabeth
20 September 2016

Corporate advisor and sponsor
One Capital

Attorneys to Sovereign
Cliffe Dekker Hofmeyr Inc.

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