| Fri 28 Aug 2009, 16:50 | | CFO - Country Foods Limited - Update To Shareholders Delisting Of Country |
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CFO
CFO
CFO - Country Foods Limited - Update To Shareholders, Delisting Of Country
Foods From The JSE Limited ("JSE") And Salient Dates Of The Delisting
COUNTRY FOODS LIMITED
Incorporated in the Republic of South Africa
(Registration number 2005/018743/06)
Share code: CFO ISIN: ZAE000105052
("Country Foods" or "the Company")
UPDATE TO SHAREHOLDERS, DELISTING OF COUNTRY FOODS FROM THE JSE LIMITED
("JSE") AND SALIENT DATES OF THE DELISTING
Shareholders are advised that the JSE wrote to the company in April 2009 and
again on 30 July 2009 advising of various non-compliance issues in relation
to the JSE Listings Requirements and requiring that the company respond to
the various points, in order that the JSE could consider the continued
listing of the company. The company responded to the JSE advising that the
company had made good progress in resolving some of the compliance issues
pursuant to the appointment of a new board of directors. The issues
addressed comprised, inter alia, the following:
1. The company has recently appointed an accredited auditor in terms of
paragraph 3.86 of the JSE Listings Requirements.
2. The company is currently finalising the audit in order to be able to
prepare and publish the various reports for the period ended 30
September 2008 as well as for the interim period ending 31 March 2009.
In this regard we would like to advise that there have been various
extenuating circumstances, including a total change in the Board of
Directors over this period. We expect to have this information available
for shareholders within the next month.
3. The company does have four directors in terms of the Listings
Requirements and was busy trying to secure the services of a financial
director as required in terms of paragraph 21.3(e) of the Listings
Requirements. However, a financial officer has continued to remain
employed by the company.
4. The assets of the company were either liquidated or taken over by
related parties during late last year whilst under the control of a
different Board of Directors. The company is busy investigating
potential irregularities in this regard and the company has sought legal
advice and will be seeking, through various legal processes, to have
these assets returned to the company. It appears as though the JSE
Listings Requirements were also not complied with by the previous Board
in terms of these underlying assets.
5. In addition, the company has instigated arbitration proceedings for
specific performance with relation to a subscription for 7 000 000 new
shares, which was part of an acquisition agreement for the acquisition
of Midlands Mushrooms Farm (Pty) Ltd.
6. The company had appointed Arcay Corporate Services (Pty) Ltd to assist
with the restructure and/or recovery of assets and value for
shareholders and had approached Arcay Moela Sponsors (Proprietary)
Limited to act as Designated Advisor to Country Foods and had received a
conditional proposal to act as Designated Advisor.
7. SALIENT DATES
The salient dates for the delisting are set out below:
Details 2009
Last day to trade Friday, 04 September
Record date Friday, 11 September
Delisting with effect from commencement of
business on Monday, 14 September
The new Board of Directors is actively involved in trying to restore
shareholder value and has secured funding to support the recovery of the
various assets for Country Foods.
It was the intention of the Board to regularise the affairs of the company as
quickly as possible and to bring the company back into compliance with the
JSE Listings Requirements. Obviously given the events within the company
over the past few months this has been difficult.
The company did appeal to the JSE to afford the company additional time to
continue the process of rescuing the company. The JSE carefully considered
all the facts and information at its disposal but decided to terminate the
company`s listing at the commencement of trade on Monday, 14 September 2009,
giving the company 48 hours to appeal this decision. The company decided not
to appeal this decision further, due to the significant costs of trying to
rescue and restructure the company in the listed environment and the current
lack of business within the company.
The shareholders of the company will remain investors in a public unlisted
company and the board will be continuing with its legal efforts to recover
assets and value for shareholders in an unlisted environment. Shareholders
will be kept up to date with significant developments through the company`s
website (www.countryfoods.co.za), e-mail and postal communications and are
encouraged to provide e-mail contact details to info@countryfoods.co.za.
By order of the board
Johannesburg
28 August 2009
Arcay Moela Sponsors (Pty) Ltd
Transaction Advisor
Date: 28/08/2009 16:50:02 Produced by the JSE SENS Department.
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