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Further adjournment of the General Meeting and other related information
SOVEREIGN FOOD INVESTMENTS LIMITED
Incorporated in the Republic of South Africa
Registration Number: 1995/003990/06
JSE Code: SOV
ISIN Number: ZAE000009221
(“Sovereign”)
FURTHER ADJOURNMENT OF THE GENERAL MEETING AND OTHER RELATED INFORMATION
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”).
In terms of the announcement published by Sovereign on SENS on Friday, 22 July 2016, Shareholders
were referred to the conditional general offer by Country Bird Holdings Proprietary Limited (“Country
Bird”) to Shareholders in terms of section 117(1)(c)(v) of the Companies Act to acquire the entire
ordinary share capital of Sovereign, other than those Shares already held by Country Bird and its
concert parties and by Sovereign’s subsidiaries for a cash consideration of R9.00 per Share, cum any
dividends paid by Sovereign from 6 July 2016 onwards (“Offer”) and were informed that:
- 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”);
- in terms of regulation 107(b)(i) of the Companies Regulations, 2011 (“Regulations”), Country
Bird and its concert parties were precluded from voting on the Resolutions pertaining to the
Transactions and that in the circumstances, the irrevocables from Shareholders in support of
the Transactions together with the additional proxy votes received were sufficient to pass all
the Resolutions at the General Meeting and approve the Transactions, thereby immediately
terminating the Offer;
- the Board, in consultation with the independent board of Directors constituted in accordance
with the Regulations to consider the Offer, wished to propose that the General Meeting be
adjourned in order to enable Shareholders the unfettered opportunity to consider the Offer; and
- a resolution would be proposed at the General Meeting to adjourn the General Meeting to
19 October 2016, on the basis that this would be after 13 September 2016, being the date upon
which the Offer would terminate if Country Bird did 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
(“Minimum Acceptances”).
The General Meeting was duly adjourned to 19 October 2016 (“Adjourned Meeting”).
Subsequently, on Tuesday, 13 September 2016 and Wednesday, 14 September 2016 Country Bird
published announcements on SENS informing Shareholders of Country Bird’s purported waiver of the
suspensive condition pertaining to the Minimum Acceptances (“Purported Waiver”) and that the Offer
“is unconditional as to acceptances”.
On Tuesday, 20 September 2016, by way of an announcement published by Sovereign on SENS,
Shareholders were advised that Sovereign would challenge the Purported Waiver.
Sovereign hereby confirms that it has made an application to the Takeover Regulation Panel (“Panel”)
for a formal ruling, inter alia, to the effect that:
- the Purported Waiver is contrary to the Companies Act and the Regulations 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,
(“Ruling Application”).
The Ruling Application has been referred by the Executive Director of the Panel to the Takeover Special
Committee (“TSC”) for determination in terms of section 202(3) of the Companies Act. The date on
which the Ruling Application is to be heard is still to be determined by the TSC.
The Board persists with its view that the Transactions have not been designed to frustrate an offer to
Shareholders and that, should the Offer become unconditional in accordance with its terms (save for
fulfilment of the Relevant Condition), the Board will not proceed to implement the Transactions.
Furthermore, in light of the pending Ruling Application, there remains uncertainty regarding the Offer
and whether it has lapsed or not.
In the circumstances, the Board wishes to propose a further adjournment of the General Meeting and
a motion will be proposed at the Adjourned Meeting to adjourn the General Meeting to Friday,
6 January 2017, by which date it is envisaged that the Offer shall either have lapsed or become
unconditional in accordance with its terms.
Shareholders are advised that the record date to determine which Shareholders may attend, participate
in and vote at the Adjourned Meeting, is Friday, 7 October 2016.
Forms of Proxy (in the form attached to the Circular) submitted for the General Meeting (“Initial Forms
of Proxy”) will remain valid in respect of the Adjourned Meeting, unless you submit new Forms of Proxy.
If you have traded in Shares since the submission of the Initial Forms of Proxy, you must submit new
Forms of Proxy. New Forms of Proxy must be delivered to the Transfer Secretaries by no later than
10h00 on Monday, 17 October 2016 or handed to the chairman of the Adjourned Meeting before the
appointed proxy exercises any of the Shareholder rights at the Adjourned Meeting.
Port Elizabeth
6 October 2016
Corporate advisor and sponsor
One Capital
Attorneys to Sovereign
Cliffe Dekker Hofmeyr Inc.
Date: 06/10/2016 10:30:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE').
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