JSE LIMITED - GEN - General - Country Bird Holdings Proprietary Limited -Challenge to The Competition Commission approval

Release Date: 06/12/2016 17:00
Code(s): JSER
 
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GEN - General - Country Bird Holdings Proprietary Limited -Challenge to The Competition Commission approval

Country Bird Holdings Proprietary Limited
Incorporated in the Republic of South Africa
(Registration number 2005/008505/07)
(“CBH”)


CHALLENGE TO THE COMPETITION COMMISSION APPROVAL


Sovereign Food Investments Limited (“Sovereign”) shareholders (“Shareholders”) are referred to the
announcement released by CBH on SENS on 16 November 2016 regarding the conditional approval of
the merger between CBH and Sovereign by the Competition Commission (“Comp Comm Approval”).

On 29 November 2016, Sovereign filed a review application, alternatively a request for consideration,
in respect of the Comp Comm Approval (“Sovereign Application”).

Shareholders are notified that:

*   the board of directors of Sovereign (“Sovereign Board”) failed to engage with CBH in respect of
    any concerns they may have pertaining to the Comp Comm Approval prior to the Sovereign
    Application being launched;

*   despite numerous prior invitations, the Sovereign Board has persistently refused to engage with
    Sovereign’s largest shareholder, CBH; and

*   Sovereign, without engaging with its Shareholders, are incurring further significant legal costs in
    terms of the Sovereign Application, which are eroding Sovereign’s finances and destroying
    shareholder value when Sovereign is trading at a loss.

Sovereign has elected not to draw Shareholders attention to the Sovereign Application. CBH is
surprised by Sovereign’s election not to disclose this to Shareholders in the same way that the challenge
of CBH’s waiver of the suspensive condition related to acceptances was disclosed.

CBH is firmly of the opinion that the Sovereign Application has no prospect of success and the actions
of the Sovereign Board are incongruent with the objectives of its Shareholders.


Johannesburg
6 December 2016

Financial advisor: Investec Bank Limited

Legal advisor: Kern & Partners

Competition law advisor: Bowman Gilfillan

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