Wrap Text
Scheme wholly unconditional and updated salient dates and times
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”)
SCHEME WHOLLY UNCONDITIONAL AND UPDATED SALIENT DATES AND TIMES
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. Scheme has become wholly unconditional and the General Offer has lapsed
Sovereign Shareholders are advised that all of the Scheme Conditions have been fulfilled and the
TRP has issued a compliance certificate in terms of section 121(b)(i) of the Companies Act in
respect of the Scheme. Accordingly, the Scheme has today become wholly unconditional and the
Scheme will become operative and the Delisting will be implemented in accordance with the
salient dates and times set out below.
As a result of the Scheme becoming operative, the General Offer will lapse and will not be
implemented.
3. Salient dates and times
The salient dates and times in respect of the Scheme and the Delisting are as follows:
2017
Lodging of an application for the termination of the listing of the Friday, 3 November
Sovereign Shares on the main board of the Exchange, on
Scheme LDT, being the last day to trade in Sovereign Shares in Tuesday, 14 November
order to be recorded in the Register to be eligible to participate
in the Scheme, on
Suspension of the listing of Sovereign Shares at the Wednesday, 15 November
commencement of trade on the Exchange, on
Scheme Record Date, being the date on which a Sovereign Friday, 17 November
Shareholder must be recorded in the Register in order to be
eligible to participate in the Scheme, on
Latest date on which Scheme Participants must make an Friday, 17 November
Election and deliver completed Application Forms (in respect of
a Share Consideration Election) to the Transfer Secretaries, at
12:00, on
Scheme Operative Date, being the date on which the Scheme Tuesday, 21 November
becomes operative and on which the Offer Consideration
becomes payable to Scheme Participants, on
Expected termination of the listing of Sovereign Shares on the Wednesday, 22 November
main board of the Exchange at the commencement of trade, on
Notes:
1. The dates and times set out in this announcement are subject to change, with the approval of
the JSE and the TRP, if required. Any change in the dates and times will be published on SENS
and in the South African press.
2. All times given in this announcement are local times in South Africa.
3. 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, provided persons acquire Sovereign Shares on or prior to the Scheme LDT,
being, Tuesday, 14 November 2017, such persons will be entitled to participate in the Scheme.
4. No dematerialisation or rematerialisation of Sovereign Shares may take place on or after the
Business Day following the Scheme LDT.
5. If an Election is not made in accordance with the instructions contained in the Circular by 12:00 on
Friday, 17 November 2017 or, in the case of Scheme Participants that Elect to receive the Share
Consideration, a duly completed Application Form is not received by the Transfer Secretaries by
12:00 on Friday, 17 November 2017, the relevant Scheme Participant will be deemed to have
elected to receive the Cash Consideration.
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
2 November 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.
Date: 02/11/2017 05:20:00 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.
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