Finalisation announcement in respect of the Scheme of Arrangement
COUNTRY BIRD HOLDINGS LIMITED
(Incorporated in the Republic of South Africa)
(Registration number 2005/008505/06)
Share code: CBH
(“CBH” or “the Company”)
FINALISATION ANNOUNCEMENT IN RESPECT OF THE SCHEME OF ARRANGEMENT
1. FULFILMENT OF SCHEME CONDITIONS
Shareholders are referred to the circular issued by CBH to its shareholders on 17 October 2014
("Circular") regarding the terms on which Black River Food Fund 2 LP (“the Offeror”), inter alia,
offered to acquire the entire issued ordinary share capital of CBH, excluding the ordinary shares held
by Synapp International Limited (“Scheme Shares”) (“Proposed Transaction”), by way of a scheme
of arrangement in terms of section 114 of the Companies Act 71 of 2008 (“Companies Act”)
(“Scheme”) and the announcement released on the Stock Exchange News Service of the JSE
Limited ("SENS") dated 14 November 2014 which advised CBH shareholders that all resolutions
required for the approval of the Scheme were passed by the requisite majority of CBH shareholders
entitled to vote at the scheme meeting convened on the same day (“Results Announcement”).
Unless defined herein, terms used in this announcement shall bear the same meaning as set out in
CBH shareholders are advised that:
1.1. the Takeover Regulation Panel has issued a compliance certificate in terms of section
121(b)(i) of the Companies Act in relation to the Proposed Transaction; and
1.2. the implementation of the resolutions of the shareholders approving the scheme is not
required to be approved by the court, nor will CBH treat those resolutions as a nullity as
contemplated in section 115(5)(b) of the Companies Act.
Therefore all conditions precedent to the Scheme as detailed per the Circular have been fulfilled and
the Scheme is now unconditional. In terms of the Scheme, each CBH shareholder will receive R5.00
for every Scheme Share held (“Scheme Consideration”).
2. FINAL SALIENT DATES AND TIMES
The timetable for the finalisation and implementation of the transaction is as follows:
Finalisation Date Friday, 28 November
Finalisation announcement released on SENS Friday, 28 November
Finalisation announcement published in the South African press Monday, 1 December
Last day to trade in Shares in order to be recorded in the Friday, 5 December
Register on the Scheme Record Date (Scheme Last Day to
Date of suspension of listing of Shares on the JSE Monday, 8 December
Scheme Record Date on which Shareholders must be recorded Friday, 12 December
in the Register to receive the Scheme Consideration
Operative Date of the Scheme Monday, 15 December
Scheme Consideration expected to be posted/paid to Certificated Monday, 15 December
Scheme Participants (provided their Form of Surrender and
Transfer are received on or prior to 12:00 on the Scheme Record
Dematerialised Scheme Participants to have their accounts with Monday, 15 December
their CSDP or broker credited with the Scheme Consideration
Termination of listing of Shares at commencement of trade on the Wednesday, 17 December
1. All times given in this announcement are local times in South Africa.
2. Shareholders who hold Shares on the Scheme Last Day to Trade (Friday, 5 December 2014) will
participate in the Scheme (i.e. sell their Scheme Shares to the Offeror in accordance with the
Scheme for the Scheme Consideration).
3. Shares may not be dematerialised or rematerialised after the Scheme Last Day to Trade.
28 November 2014
Transaction Advisor and Sponsor to CBH
Investec Bank Limited
Legal Advisor to CBH
Kern & Partners
Legal Advisor to the Offeror
Grant Thornton Advisory Services Proprietary Limited
Merchant Bank to the Offeror
Rand Merchant Bank, a division of FirstRand Bank Limited
Date: 28/11/2014 04:07:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE').
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