SOVEREIGN FOOD INVESTMENTS LIMITED - Results of general meeting and update regarding the transaction

Release Date: 09/10/2017 13:07
Code(s): SOV
 
Wrap Text
Results of general meeting and update regarding the transaction

SOVEREIGN FOOD INVESTMENTS LIMITED
Incorporated in the Republic of South Africa
Registration number 1995/003990/06
Share code: SOV
ISIN: ZAE000009221
(“Sovereign” or the “Company”)

RESULTS OF GENERAL MEETING AND UPDATE REGARDING THE TRANSACTION

Unless otherwise defined, capitalised words and terms contained in this announcement shall bear the
same meanings ascribed thereto in the combined offer circular to Sovereign shareholders, dated
Thursday, 7 September 2017 (“Circular”).

1.   Introduction

     Sovereign Shareholders are referred to the Circular accompanied by the Bidco Prospectus, in
     terms of which Sovereign Shareholders were advised of the two separate but concurrent offers by
     Bidco to acquire all or a portion of the Sovereign Shares in issue, excluding Treasury Shares, by
     way of the Scheme, or the General Offer.

2.   Results of voting at the General Meeting

     Shareholders are advised that at the General Meeting held on Monday, 9 October 2017, all of the
     Resolutions were adopted by the requisite majorities of Shareholders.

     Shareholders holding 68 475 881 Sovereign Shares, constituting 89.84% of the total Sovereign
     Shares in issue (including Treasury Shares) or 90.59% of the Offer Shares, were present in person
     or represented by proxy at the General Meeting.

     Sovereign confirms the voting statistics for each Resolution, as follows:

                                         Sovereign
                                      Shares voted           Votes for     Votes against        Abstentions

     Special Resolution:               68 474 381             100.00%             0.00%              0.00%
     Approval of the Scheme                89.84%
     in terms of sections                   
     114(1) and 115(2)(a) of
     the Companies Act
      
     Ordinary Resolution:              41 142 664              100.00%             0.00%            34.09%
     Approval of the                       53.98%
     termination of listing of
     all Sovereign Shares on
     the Exchange in terms of
     paragraphs 1.14(a) and
     1.15 of the Listings
     Requirements

     Notes:
     1.   Sovereign Shares voted on a Resolution are disclosed as (i) a number and (ii) a percentage of the total
          number of Sovereign Shares in issue (including Treasury Shares).

     2.   Sovereign Shares voted for and against a Resolution are disclosed as a percentage of the total number
          of Sovereign Shares voted in respect of that Resolution.

     3.   Sovereign Shares in respect of which there were abstentions from voting on a Resolution are disclosed
          as a percentage of the total number of Sovereign Shares in issue (including Treasury Shares).

     4.   All percentages have been rounded to two decimal places.

3.   Update regarding the Transaction

     Although the Scheme Resolution was approved at the General Meeting as detailed above,
     implementation of the Scheme remains subject to the fulfilment or waiver of the remaining Scheme
     Conditions. In the event that the Scheme becomes operative, the General Offer will lapse,
     alternatively, if the Scheme does not become operative and the General Offer becomes wholly
     unconditional, the General Offer will be implemented. For the avoidance of doubt, the General Offer
     remains open for acceptances.

     A further announcement will be published in due course wherein Shareholders will be provided
     with an update on the Scheme Conditions and the salient dates and times in respect of the Offer
     and the Delisting.

4.   The Independent Board and Sovereign Board responsibility statement

     The Independent Board and the 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.

5.   Capitalworks and Bidco Board responsibility statement

     Capitalworks and the Bidco Board (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
9 October 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.

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.




                                                                                                       

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