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SOVEREIGN FOOD INVESTMENTS LIMITED - Posting of the Offer Documents, notice of General Meeting and salient dates and times

Release Date: 07/09/2017 13:15
Code(s): SOV     PDF:  
 
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Posting of the Offer Documents, notice of General Meeting and salient dates and times

SOVEREIGN FOOD INVESTMENTS LIMITED
Incorporated in the Republic of South Africa
Registration number 1995/003990/06
JSE Code: SOV
ISIN: ZAE000009221
(“Sovereign” or the “Company”)

POSTING OF THE OFFER DOCUMENTS, NOTICE OF GENERAL MEETING AND SALIENT
DATES AND TIMES

Unless otherwise indicated, capitalised words and terms contained in this announcement shall bear the
same meanings ascribed thereto in the joint firm intention announcement published by Sovereign, Bidco
and Capitalworks on SENS on 10 August 2017 (“Firm Intention Announcement”).

1.    Introduction

      Sovereign Shareholders are referred to the Firm Intention Announcement in terms of which
      Sovereign Shareholders were advised of the firm intention by Bidco to make two separate but
      concurrent offers, comprising the Scheme and the General Offer, to acquire all or a portion of the
      Sovereign Shares in issue, excluding the Sovereign Shares held by Sovereign’s subsidiaries.
      Simultaneously with the Offer, the Delisting will be proposed to Sovereign Shareholders.

2.    Posting of the Offer Documents

      Sovereign Shareholders are advised that the Circular accompanied by the Prospectus
      (collectively, the “Offer Documents”) have been posted to Sovereign Shareholders today,
      7 September 2017. The Offer Documents are also available on Sovereign’s website:
      www.sovereignfoods.co.za.

      To obtain a thorough understanding of the Offer and the Delisting, Sovereign
      Shareholders are advised to refer to the full terms and conditions pertaining thereto, as
      set out in the Offer Documents.

3.    General Meeting

      The general meeting of Sovereign Shareholders will be held at the Radisson Blu Hotel, corner of
      Marine Drive and Ninth Avenue, Summerstrand, Port Elizabeth, Eastern Cape, 6001 at 10:00 on
      Monday, 9 October 2017 (“General Meeting”), to consider and if deemed fit, pass the resolutions
      required to approve the Scheme and the Delisting, as set out in the notice convening the General
      Meeting contained in the Circular, with or without modification.

4.    Salient Dates and Times
                                                                                                 2017
      Record date to determine which Sovereign Shareholders are                   Friday, 1 September 
      entitled to receive the Offer Documents, on

      Posting of the Offer Documents to Sovereign Shareholders, on              Thursday, 7 September
        
      Notice of posting of the Offer Documents published on SENS, on            Thursday, 7 September
        
      Opening date of the General Offer at 09:00, on                              Friday, 8 September
        
      Notice of posting of the Offer Documents published in the South             Friday, 8 September
      African press, on
        
      Last day to trade in Sovereign Shares in order to be recorded in          Tuesday, 26 September
      the Company’s securities register (“Register”) and thereby
      eligible to attend, speak and vote at the General Meeting (“General
      Meeting LDT”), on

      Date on which a Sovereign Shareholder must be recorded in the              Friday, 29 September
      Register in order to be eligible to attend, speak and vote at the
      General Meeting (“General Meeting Record Date”), on

      Forms of proxy to be received by the Company’s transfer                     Thursday, 5 October
      secretaries, Computershare Investor Services Proprietary Limited
      (“Transfer Secretaries”) by 10:00, on

      Last date and time for Sovereign Shareholders to give notice to               Monday, 9 October
      Sovereign objecting to the Scheme Resolution in terms of section
      164 of the Companies Act by 10:00, on

      General Meeting to be held at 10:00, on                                       Monday, 9 October

      Results of the General Meeting published on SENS, on                          Monday, 9 October

      Results of the General Meeting published in the South African               Tuesday, 10 October
      press, on

      If the Scheme is approved:

      Last date on which Sovereign Shareholders who voted against the              Monday, 16 October
      Scheme Resolution can require Sovereign to seek court approval
      for the Scheme in terms of section 115(3)(a) of the Companies Act
      (if applicable), on

      Last date on which Sovereign Shareholders who voted against the              Monday, 23 October
      Scheme Resolution can make application to court in terms of
      section 115(3)(b) of the Companies Act (if applicable), on

      Last date for Sovereign to send notice of adoption of the Scheme             Monday, 23 October
      Resolution in terms of section 164(4) of the Companies Act to
      Sovereign Shareholders who provided written notice of objection
      of and subsequently voted against the Scheme Resolution, on

      Expected last date for Dissenting Shareholders to exercise their           Tuesday, 14 November
      Appraisal Rights, on or about

      If the Scheme becomes unconditional:

      Finalisation announcement expected to be published on SENS, on            Wednesday, 25 October
      or about

      Expected date of lodging an application for the termination of            Wednesday, 25 October
      listing of the Sovereign Shares on the main board of the JSE, on
      or about

      Finalisation announcement expected to be published in the South            Thursday, 26 October
      African press, on or about

      Expected last day to trade in Sovereign Shares in order to be               Tuesday, 7 November
      recorded in the Register to be eligible to participate in the Scheme
      (“Scheme LDT”), on or about

      Expected suspension of listing of Sovereign Shares at the                 Wednesday, 8 November
      commencement of trade on the JSE, on or about

      Expected date on which a Sovereign Shareholder must be                      Friday, 10 November
      recorded in the Register in order to be eligible to participate in the
      Scheme, and Election period close, on or about
     
      Expected date on which the Scheme becomes operative and on                 Tuesday, 14 November
      which the Offer Consideration becomes payable to Scheme
      Participants, on or about
     
      Expected date of the termination of listing of Sovereign Shares on       Wednesday, 15 November
      the main board of the JSE at the commencement of trade, on or
      about
     
      If the Scheme is not approved and the General Offer is
      implemented:
     
      Finalisation announcement expected to be published on SENS, on            Wednesday, 11 October
      or about
     
      Expected date of lodging an application for the termination of listing    Wednesday, 11 October
      of the Sovereign Shares on the main board of the JSE, on or about
     
      Finalisation announcement expected to be published in the South            Thursday, 12 October
      African press, on or about
         
      Expected last day to trade in Sovereign Shares to be recorded in            Tuesday, 24 October
      the Register to be eligible to participate in the General Offer
      (“General Offer LDT”), on or about
     
      Expected suspension of listing of Sovereign Shares at the                 Wednesday, 25 October
      commencement of trade on the JSE, on or about
     
      Expected closing date for the General Offer and Election period              Friday, 27 October
      close at 12:00, on or about
     
      Expected date on which a Sovereign Shareholder must be                       Friday, 27 October
      recorded in the Register in order to be eligible to participate in the
      General Offer, on or about
     
      Expected date on which the General Offer is implemented and on              Tuesday, 31 October
      which the Offer Consideration becomes payable to General Offer
      Participants, on or about
     
      Expected date of the termination of listing of the Sovereign              Wednesday, 1 November
      Shares on the main board of the JSE at the commencement of
      trade, on or about

      Notes:

      1.     All of the dates and times set out in this announcement are subject to change, with
             the approval of the JSE and the TRP, if required. Furthermore, Bidco reserves the
             right to extend the Offer as envisaged in Regulation 103. Any change in the dates and
             times will be published on SENS and in the South African press.

      2.     The dates and times have been determined based on certain assumptions regarding the
             date by which certain regulatory approvals will have been obtained and that Sovereign
             Shareholders will not exercise their rights in terms of section 115(3) of the Companies Act.

      3.     All times given in this announcement are local times in South Africa.

      4.     Sovereign 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, persons who acquire Sovereign
             Shares after the General Meeting LDT, namely, Tuesday, 26 September 2017, will not be
             entitled to attend, speak and vote at the General Meeting, but may nevertheless:
             -    pursuant to the Scheme becoming operative, participate in the Scheme, provided they
                  acquire the Sovereign Shares on or prior to the Scheme LDT; and
             -    pursuant to the General Offer being implemented, participate in the General Offer,
                  provided they acquire the Sovereign Shares on or prior to the General Offer LDT.

      5.     No Dematerialisation or rematerialisation of Sovereign Shares may take place:
             -    between the General Meeting LDT and the General Meeting Record Date;
             -    on or after the business day following the Scheme LDT (if applicable); and
             -    on or after the business day following the General Offer LDT (if applicable).

      6.     Dematerialised Sovereign Shareholders, other than those with “own name” registration,
             must provide their broker or central securities depository participant (“CSDP”) with their
             instructions for voting at the General Meeting by the cut-off date and time stipulated by their
             broker or CSDP in terms of their respective custody agreements.

      7.     Any form of proxy not delivered to the Transfer Secretaries by the stipulated date and time
             may be handed to the chairman of the General Meeting (or any adjournment or
             postponement thereof) before such Sovereign Shareholder’s voting rights are exercised at
             the General Meeting (or any adjournment or postponement thereof).

      8.     If the General Meeting is adjourned or postponed, the forms of proxy submitted for the initial
             General Meeting will remain valid in respect of any adjournment or postponement of the
             General Meeting.

      9.     The dates pertaining to the Scheme have been determined on the assumption that all
             Scheme Conditions will be fulfilled or waived by Tuesday, 24 October 2017 and that
             Sovereign Shareholders will not exercise their rights in terms of section 115(3) of the
             Companies Act. The actual dates will be confirmed in the finalisation announcement if the
             Scheme becomes unconditional.

      10.    The dates pertaining to the General Offer have been determined on the assumption that all
             General Offer Conditions will be fulfilled or waived by Tuesday, 10 October 2017. The actual
             dates will be confirmed in the finalisation announcement if the General Offer becomes
             unconditional.

5.    The Independent Board and Sovereign Board responsibility statement

      The Independent Board and 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.

6.    Capitalworks and Bidco board responsibility statement

      Capitalworks and the board of directors of Bidco (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
7 September 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.

EU and U.S. Attorneys
Allen & Overy LLP

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: 07/09/2017 01:15:00 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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