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Distribution of circular and notice of general meeting
Illovo Sugar Limited AB Sugar Africa Limited
(Incorporated in the Republic of South Africa) (Incorporated in England and Wales)
(Registration number 1906/000622/06) (Registration number 04317607)
JSE Share Code: ILV (“ABS Africa”)
ISIN: ZAE000083846 an indirect wholly-owned subsidiary of ABF
("Illovo" or “the Company”)
Associated British Foods plc
(Incorporated in England and Wales)
(Registration number 00293262)
LSE Code: ABF
ISIN: GB0006731235
(“ABF”)
Joint Announcement regarding:
- The distribution of a circular; and
- Notice of general meeting to shareholders of Illovo
1. Introduction
1.1 In the joint firm intention announcement by Illovo and ABF published on the Securities Exchange
News Service (“SENS”) of the JSE Limited (“JSE”) on 8 April 2016 and in the press on 11 April
2016, shareholders of Illovo (“Shareholders”) were advised that Illovo had entered into a
transaction implementation agreement with ABF (“Transaction Implementation Agreement”), in
terms of which ABF (or a wholly-owned subsidiary of ABF) will make an offer to acquire all of the
issued ordinary shares in Illovo, other than the 236 569 232 Shares already owned by ABF
Overseas Limited (“AOL”) (“Offer Shares”), by way of:
1.1.1 a scheme of arrangement in terms of section 114(1)(c) of the Companies Act, 2008
(“Companies Act”) to be proposed by the board of directors of Illovo, between Illovo and its
Shareholders other than AOL (“Scheme”); or
1.1.2 if the Scheme fails and ABF so elects, a general offer by ABF to the holders of Offer Shares
(“Offer Shareholders”) to acquire the Offer Shares (“General Offer”).
1.2 On 20 April 2016, ABF assigned all its rights and obligations under the Transaction Implementation
Agreement to its wholly-owned subsidiary, ABS Africa, as permitted by the Transaction
Implementation Agreement. Accordingly, ABS Africa is the offeror and the entity through which the
proposed offer will be implemented.
1.3 Capitalised terms used in this announcement that are not otherwise defined, bear the meanings
ascribed to them in the Circular (defined in paragraph 2.1 below).
2. Distribution of the Circular
2.1 The circular setting out the terms and conditions of the Scheme and the General Offer (“Circular”),
and also incorporating a notice of general meeting of Shareholders, will be distributed by registered
post to Shareholders on 26 April 2016.
2.2 Shareholders are advised to review the Circular for detailed information regarding the Scheme and
the General Offer and related aspects.
2.3 The Circular will be available on Illovo’s website at www.illovosugar.co.za from 26 April 2016.
3. Notice of the General Meeting
The Circular incorporates a notice of a general meeting of Shareholders to be held at 1 Nokwe Avenue,
Ridgeside, Umhlanga Rocks, Durban, South Africa at 10:00 on Wednesday, 25 May 2016 (“General
Meeting”), to consider and, if deemed fit, to pass, with or without modification, the special resolution
required to implement the Scheme (“Scheme Resolution”) and the other special and ordinary
resolutions set out in the notice of general meeting included in the Circular.
4. Salient dates and times
Illovo Shareholders are referred to the table below setting out important dates and times in relation to
the Scheme.
Action 2016
Record date to determine which Shareholders are entitled to receive the Circular Friday, 15 April
Posting of the Circular to Shareholders and notice convening General Meeting Tuesday, 26 April
released on SENS
Notice convening General Meeting published in the South African press Thursday, 28 April
Last day to trade in Shares in order to be recorded on the Register on the Voting
Record Date (Voting Last Day to Trade) Friday, 13 May
Voting Record Date in respect of being eligible to vote at the General Meeting Friday, 20 May
Forms of proxy to be received by 10:00 Monday, 23 May
Last date for Offer Shareholders to give notice in terms of section 164 of the
Companies Act to Illovo, objecting to the Scheme Resolution and/or the MOI
Amendment Resolution Wednesday, 25 May
General Meeting to be held at 10:00 Wednesday, 25 May
Results of General Meeting released on SENS Wednesday, 25 May
Results of General Meeting published in press Thursday, 26 May
Timetable if the Scheme is approved (certain dates will be confirmed in the finalisation
announcement once the Scheme becomes unconditional):
Last date on which Shareholders can require Illovo to seek court approval for the
Scheme in terms of section 115(3)(a) of the Companies Act (if applicable) Wednesday, 1 June
Last date on which Shareholders can make application to the court in terms of
section 115(3)(b) of the Companies Act Wednesday, 8 June
Last date for Illovo to send objecting Offer Shareholders who did not vote in
favour of the Scheme Resolution and/or the MOI Amendment Resolution notice of
the adoption of the Scheme Resolution and/or the MOI Amendment Resolution
approving the Scheme, in terms of section 164(4) of the Companies Act Wednesday, 8 June
Expected last day for Offer Shareholders who validly exercised their appraisal
rights to demand that Illovo acquires their Offer Shares at fair value, in terms of
section 164(7) of the Companies Act (for purposes of clarity, this demand must be
delivered to Illovo within 20 Business Days of the objecting Offer Shareholders Thursday, 7 July
receiving the abovementioned notice in terms of section 164(4) of the Companies
Act or, if any objecting Offer Shareholders do not receive such a notice, within 20
Business Days of them learning that the Scheme Resolution and/or the MOI
Amendment Resolution has been adopted)
If all the Scheme Conditions have been fulfilled or waived (where capable of
waiver), save for the Scheme Condition in respect of receipt of
unconditional approval from the Takeover Regulation Panel (“TRP”) in
terms of a compliance certificate or exemption to be issued in terms of the
Companies Act in relation to the Scheme
Expected date for receipt of compliance certificate from TRP Wednesday, 8 June
Finalisation announcement expected to be released on SENS Thursday, 9 June
Finalisation announcement expected to be published in the South African press Friday, 10 June
Expected last day to trade in Shares in order to be recorded on the Register on
the Scheme Record Date (Scheme Last Day to Trade) Friday, 17 June
Expected date of the suspension of listing of Shares on the securities exchange
operated by the JSE Monday, 20 June
Expected Scheme Record Date on which Shareholders must be recorded in the
Register to receive the Scheme Consideration Friday, 24 June
Expected Operative Date of the Scheme Monday, 27 June
Expected date of payment/posting of Scheme Consideration to Scheme
Participants who hold Certificated Shares (if the Form of Surrender and Transfer
and Documents of Title are received on or prior to 12:00 on the Scheme Record
Date) Monday, 27 June
Expected date of updating the accounts of Scheme Participants who hold
Dematerialised Shares held at their CSDP or broker Monday, 27 June
Expected termination of listing of Shares at commencement of trade on the
securities exchange operated by the JSE Tuesday, 28 June
Timetable if Scheme is not approved by the Offer Shareholders:
If the Scheme fails (as contemplated in the Circular), ABS Africa will be entitled to elect to make the General
Offer to the Offer Shareholders within 10 (ten) Business Days after the Scheme has failed, by announcing its
election on SENS. The relevant dates in respect of the General Offer will be confirmed in an announcement
post failure of the Scheme.
Note:
1. All dates and times in respect of the Scheme are subject to change by mutual agreement between Illovo
and ABS Africa and the approval of the JSE and the TRP and may be subject to certain regulatory
approval(s). Any change will be released on SENS and published in the South African press.
2. Although the salient dates and times are subject to change, such statement may not be regarded as
consent or dispensation for any change to the time period which may be required in terms of the
Takeover Regulations, where applicable, and any such consent or dispensation must be specifically
applied for and approved by the TRP.
3. The Shareholders should note that, as transactions in shares are settled in the electronic settlement
system used by STRATE, settlement of trades currently takes place five Business Days after such trade.
Therefore, persons who acquire Shares after the Voting Last Day to Trade (Friday, 13 May 2016), will
not be eligible to vote at the General Meeting, but will, provided the Scheme is approved and they
acquire the Shares on or prior to the Scheme Last Day to Trade (expected to be Friday, 17 June 2016),
participate in the Scheme (i.e., dispose of their Shares to ABS Africa in accordance with the Scheme for
the Scheme Consideration).
4. All times given in this announcement are local times in South Africa.
5. No dematerialisation or rematerialisation of Shares may take place from the commencement of business
on the Business Day following the Scheme Last Day to Trade. The Scheme Last Day to Trade is
expected to be on Friday, 17 June 2016.
5. Copies of the Circular
Copies of the Circular will be available for inspection by Shareholders during normal business hours at
the registered office of Illovo at 1 Nokwe Avenue, Ridgeside, Umhlanga Rocks, Durban, South Africa,
and at the offices of Illovo’s Financial Adviser and Transaction Sponsor (The Standard Bank of South
Africa Limited) at 30 Baker Street, Rosebank, Johannesburg, 2196 and at the offices of ABF at Weston
Centre, 10 Grosvenor Street, London, W1K4QY, England from today, 26 April 2016 up to and including
Wednesday, 25 May 2016, being the date of the General Meeting.
Durban
26 April 2016
Financial adviser and transaction sponsor to Illovo Legal adviser to Illovo
The Standard Bank of South Africa Limited Edward Nathan Sonnenbergs Incorporated
Financial adviser to ABF Legal adviser to ABF
Rothschild (South Africa) Proprietary Limited Bowman Gilfillan Incorporated
Independent Expert
Rand Merchant Bank (a division of FirstRand Bank Limited)
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Date: 26/04/2016 08:30:00 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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