SOVEREIGN FOOD INVESTMENTS LIMITED - Update regarding the Transaction

Release Date: 24/10/2017 10:13
Code(s): SOV
 
Wrap Text
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”)

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.   Update regarding the Transaction

     The indicative salient dates and times pertaining to the Offer and the Delisting as set out in the
     Circular (“Indicative Timetable”) were determined based on the assumption that certain Scheme
     Conditions and General Offer Conditions pertaining to regulatory approvals (“Regulatory
     Conditions”), would be fulfilled by Tuesday, 24 October 2017 and Tuesday, 10 October 2017,
     respectively. As at the date of this announcement, the Scheme and the General Offer
     respectively remain subject to the fulfilment of certain Regulatory Conditions.

     In the circumstances, the Indicative Timetable is no longer applicable to the Offer and the
     Delisting and a further announcement will be published in due course wherein Sovereign
     Shareholders will be provided with an update on the Scheme Conditions and the General Offer
     Conditions and the revised salient dates and times in respect of the Offer and the Delisting.

     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. Until such time as Sovereign Shareholders are advised
     otherwise, the Scheme and the General Offer will continue to run concurrently and the General
     Offer will remain open for acceptances until the General Offer Closing Date, being a date which
     shall be no less than 10 Business Days after the date on which the General Offer is declared
     wholly unconditional.

3.   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.

4.   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
24 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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