Wrap Text
Posting of the Offer Documents, notice of General Meeting and salient dates and times
SOVEREIGN FOOD INVESTMENTS LIMITED
Incorporated in the Republic of South Africa
Registration number 1995/003990/06
JSE Code: SOV
ISIN: ZAE000009221
(“Sovereign” or the “Company”)
POSTING OF THE OFFER DOCUMENTS, NOTICE OF GENERAL MEETING AND SALIENT
DATES AND TIMES
Unless otherwise indicated, capitalised words and terms contained in this announcement shall bear the
same meanings ascribed thereto in the joint firm intention announcement published by Sovereign, Bidco
and Capitalworks on SENS on 10 August 2017 (“Firm Intention Announcement”).
1. Introduction
Sovereign Shareholders are referred to the Firm Intention Announcement in terms of which
Sovereign Shareholders were advised of the firm intention by Bidco to make two separate but
concurrent offers, comprising the Scheme and the General Offer, to acquire all or a portion of the
Sovereign Shares in issue, excluding the Sovereign Shares held by Sovereign’s subsidiaries.
Simultaneously with the Offer, the Delisting will be proposed to Sovereign Shareholders.
2. Posting of the Offer Documents
Sovereign Shareholders are advised that the Circular accompanied by the Prospectus
(collectively, the “Offer Documents”) have been posted to Sovereign Shareholders today,
7 September 2017. The Offer Documents are also available on Sovereign’s website:
www.sovereignfoods.co.za.
To obtain a thorough understanding of the Offer and the Delisting, Sovereign
Shareholders are advised to refer to the full terms and conditions pertaining thereto, as
set out in the Offer Documents.
3. General Meeting
The general meeting of Sovereign Shareholders will be held at the Radisson Blu Hotel, corner of
Marine Drive and Ninth Avenue, Summerstrand, Port Elizabeth, Eastern Cape, 6001 at 10:00 on
Monday, 9 October 2017 (“General Meeting”), to consider and if deemed fit, pass the resolutions
required to approve the Scheme and the Delisting, as set out in the notice convening the General
Meeting contained in the Circular, with or without modification.
4. Salient Dates and Times
2017
Record date to determine which Sovereign Shareholders are Friday, 1 September
entitled to receive the Offer Documents, on
Posting of the Offer Documents to Sovereign Shareholders, on Thursday, 7 September
Notice of posting of the Offer Documents published on SENS, on Thursday, 7 September
Opening date of the General Offer at 09:00, on Friday, 8 September
Notice of posting of the Offer Documents published in the South Friday, 8 September
African press, on
Last day to trade in Sovereign Shares in order to be recorded in Tuesday, 26 September
the Company’s securities register (“Register”) and thereby
eligible to attend, speak and vote at the General Meeting (“General
Meeting LDT”), on
Date on which a Sovereign Shareholder must be recorded in the Friday, 29 September
Register in order to be eligible to attend, speak and vote at the
General Meeting (“General Meeting Record Date”), on
Forms of proxy to be received by the Company’s transfer Thursday, 5 October
secretaries, Computershare Investor Services Proprietary Limited
(“Transfer Secretaries”) by 10:00, on
Last date and time for Sovereign Shareholders to give notice to Monday, 9 October
Sovereign objecting to the Scheme Resolution in terms of section
164 of the Companies Act by 10:00, on
General Meeting to be held at 10:00, on Monday, 9 October
Results of the General Meeting published on SENS, on Monday, 9 October
Results of the General Meeting published in the South African Tuesday, 10 October
press, on
If the Scheme is approved:
Last date on which Sovereign Shareholders who voted against the Monday, 16 October
Scheme Resolution can require Sovereign to seek court approval
for the Scheme in terms of section 115(3)(a) of the Companies Act
(if applicable), on
Last date on which Sovereign Shareholders who voted against the Monday, 23 October
Scheme Resolution can make application to court in terms of
section 115(3)(b) of the Companies Act (if applicable), on
Last date for Sovereign to send notice of adoption of the Scheme Monday, 23 October
Resolution in terms of section 164(4) of the Companies Act to
Sovereign Shareholders who provided written notice of objection
of and subsequently voted against the Scheme Resolution, on
Expected last date for Dissenting Shareholders to exercise their Tuesday, 14 November
Appraisal Rights, on or about
If the Scheme becomes unconditional:
Finalisation announcement expected to be published on SENS, on Wednesday, 25 October
or about
Expected date of lodging an application for the termination of Wednesday, 25 October
listing of the Sovereign Shares on the main board of the JSE, on
or about
Finalisation announcement expected to be published in the South Thursday, 26 October
African press, on or about
Expected last day to trade in Sovereign Shares in order to be Tuesday, 7 November
recorded in the Register to be eligible to participate in the Scheme
(“Scheme LDT”), on or about
Expected suspension of listing of Sovereign Shares at the Wednesday, 8 November
commencement of trade on the JSE, on or about
Expected date on which a Sovereign Shareholder must be Friday, 10 November
recorded in the Register in order to be eligible to participate in the
Scheme, and Election period close, on or about
Expected date on which the Scheme becomes operative and on Tuesday, 14 November
which the Offer Consideration becomes payable to Scheme
Participants, on or about
Expected date of the termination of listing of Sovereign Shares on Wednesday, 15 November
the main board of the JSE at the commencement of trade, on or
about
If the Scheme is not approved and the General Offer is
implemented:
Finalisation announcement expected to be published on SENS, on Wednesday, 11 October
or about
Expected date of lodging an application for the termination of listing Wednesday, 11 October
of the Sovereign Shares on the main board of the JSE, on or about
Finalisation announcement expected to be published in the South Thursday, 12 October
African press, on or about
Expected last day to trade in Sovereign Shares to be recorded in Tuesday, 24 October
the Register to be eligible to participate in the General Offer
(“General Offer LDT”), on or about
Expected suspension of listing of Sovereign Shares at the Wednesday, 25 October
commencement of trade on the JSE, on or about
Expected closing date for the General Offer and Election period Friday, 27 October
close at 12:00, on or about
Expected date on which a Sovereign Shareholder must be Friday, 27 October
recorded in the Register in order to be eligible to participate in the
General Offer, on or about
Expected date on which the General Offer is implemented and on Tuesday, 31 October
which the Offer Consideration becomes payable to General Offer
Participants, on or about
Expected date of the termination of listing of the Sovereign Wednesday, 1 November
Shares on the main board of the JSE at the commencement of
trade, on or about
Notes:
1. All of the dates and times set out in this announcement are subject to change, with
the approval of the JSE and the TRP, if required. Furthermore, Bidco reserves the
right to extend the Offer as envisaged in Regulation 103. Any change in the dates and
times will be published on SENS and in the South African press.
2. The dates and times have been determined based on certain assumptions regarding the
date by which certain regulatory approvals will have been obtained and that Sovereign
Shareholders will not exercise their rights in terms of section 115(3) of the Companies Act.
3. All times given in this announcement are local times in South Africa.
4. Sovereign Shareholders should note that as trades in Sovereign Shares are settled in the
electronic settlement system used by Strate Proprietary Limited, settlement of trades will
take place 3 business days after such trade, therefore, persons who acquire Sovereign
Shares after the General Meeting LDT, namely, Tuesday, 26 September 2017, will not be
entitled to attend, speak and vote at the General Meeting, but may nevertheless:
- pursuant to the Scheme becoming operative, participate in the Scheme, provided they
acquire the Sovereign Shares on or prior to the Scheme LDT; and
- pursuant to the General Offer being implemented, participate in the General Offer,
provided they acquire the Sovereign Shares on or prior to the General Offer LDT.
5. No Dematerialisation or rematerialisation of Sovereign Shares may take place:
- between the General Meeting LDT and the General Meeting Record Date;
- on or after the business day following the Scheme LDT (if applicable); and
- on or after the business day following the General Offer LDT (if applicable).
6. Dematerialised Sovereign Shareholders, other than those with “own name” registration,
must provide their broker or central securities depository participant (“CSDP”) with their
instructions for voting at the General Meeting by the cut-off date and time stipulated by their
broker or CSDP in terms of their respective custody agreements.
7. Any form of proxy not delivered to the Transfer Secretaries by the stipulated date and time
may be handed to the chairman of the General Meeting (or any adjournment or
postponement thereof) before such Sovereign Shareholder’s voting rights are exercised at
the General Meeting (or any adjournment or postponement thereof).
8. If the General Meeting is adjourned or postponed, the forms of proxy submitted for the initial
General Meeting will remain valid in respect of any adjournment or postponement of the
General Meeting.
9. The dates pertaining to the Scheme have been determined on the assumption that all
Scheme Conditions will be fulfilled or waived by Tuesday, 24 October 2017 and that
Sovereign Shareholders will not exercise their rights in terms of section 115(3) of the
Companies Act. The actual dates will be confirmed in the finalisation announcement if the
Scheme becomes unconditional.
10. The dates pertaining to the General Offer have been determined on the assumption that all
General Offer Conditions will be fulfilled or waived by Tuesday, 10 October 2017. The actual
dates will be confirmed in the finalisation announcement if the General Offer becomes
unconditional.
5. The Independent Board and Sovereign Board responsibility statement
The Independent Board and Sovereign Board (to the extent that the information relates to
Sovereign and the Offer) collectively and individually accept responsibility for the information
contained in this announcement and certify that, to the best of their knowledge and belief, the
information contained in this announcement is true and this announcement does not omit
anything that is likely to affect the import of such information.
6. Capitalworks and Bidco board responsibility statement
Capitalworks and the board of directors of Bidco (to the extent that the information relates to
Capitalworks, Bidco and the Offer) collectively and individually accept responsibility for the
information contained in this announcement and certify that, to the best of their knowledge and
belief, the information contained in this announcement is true and this announcement does not
omit anything that is likely to affect the import of such information.
Port Elizabeth, Johannesburg
7 September 2017
Corporate advisor to Sovereign and the Independent Board
One Capital Advisory Proprietary Limited
Transaction sponsor to Sovereign
One Capital Sponsor Services Proprietary Limited
Attorneys to Sovereign and the Independent Board
Cliffe Dekker Hofmeyr Inc.
Corporate advisor to Capitalworks and Bidco
One Capital Advisory Proprietary Limited
Attorneys to Capitalworks and Bidco
Cliffe Dekker Hofmeyr Inc.
EU and U.S. Attorneys
Allen & Overy LLP
Independent sponsor to Sovereign
Deloitte & Touche Sponsor Services Proprietary Limited
Disclaimer
This announcement shall not constitute an offer to sell or the solicitation of an offer to buy securities,
nor shall there be any sale of the securities described herein, in any jurisdiction, in which such offer,
solicitation or sale would be unlawful prior to registration or qualification under the securities laws of
such jurisdiction or without an exemption from the registration or qualification requirements under the
securities laws of such jurisdiction.
The distribution of this announcement in certain jurisdictions may be restricted by applicable law and
therefore persons in such jurisdictions into which this announcement is released, published or
distributed should inform themselves about and observe such restrictions.
Date: 07/09/2017 01:15:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE').
The JSE does not, whether expressly, tacitly or implicitly, represent, warrant or in any way guarantee the truth, accuracy or completeness of
the information published on SENS. The JSE, their officers, employees and agents accept no liability for (or in respect of) any direct,
indirect, incidental or consequential loss or damage of any kind or nature, howsoever arising, from the use of SENS or the use of, or reliance on,
information disseminated through SENS.