SOVEREIGN FOOD INVESTMENTS LIMITED - Scheme wholly unconditional and updated salient dates and times

Release Date: 02/11/2017 17:20
Code(s): SOV
 
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.




                                                                                                        

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