| Thu 29 Oct 2009, 16:54 | | SOV/SOVN - Sovereign - Declaration Announcement Regarding The Proposed Rights |
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SOV
SOV
SOV/SOVN - Sovereign - Declaration Announcement Regarding The Proposed Rights
Offer By Sovereign And Further Cautionary Announcement
Sovereign Food Investments Limited
Incorporated in the Republic of South Africa
Registration number 1995/003990/06
JSE code: SOV
ISIN: ZAE000009221
JSE code for Letters of Allocation: SOVN
ISIN for Letters of Allocation: ZAE000142279
("Sovereign" or "the Company")
DECLARATION ANNOUNCEMENT REGARDING THE PROPOSED RIGHTS OFFER BY SOVEREIGN AND
FURTHER CAUTIONARY ANNOUNCEMENT
1. Introduction
Sovereign ordinary shareholders ("Shareholders") are referred to the
announcement released by the Company on SENS on Tuesday, 20 October 2009
wherein the details of a proposed rights offer of 16 997 070 new Sovereign
ordinary shares to Shareholders ("Rights Offer") were provided.
The Rights Offer will give all Shareholders registered as such on the record
date an equal opportunity to participate in such offer. In terms of the Rights
Offer, 16 997 070 shares in the authorised but unissued share capital of
Sovereign will be offered for subscription to Shareholders in the ratio of
51.5017 new Sovereign ordinary shares for every 100 Sovereign ordinary shares
held at the close of trade on the record date ("Rights Offer Shares"). The
issue price of the Rights Offer Shares will be 850 cents per share.
2. General meeting
A general meeting of Shareholders has been called by the Company to be held at
the Company`s registered offices at 10h00 on Wednesday, 4 November at 9 Kruis
River Road, Uitenhage, Eastern Cape ("the General Meeting") to consider the
ordinary resolution necessary to place the authorised but unissued share
capital of Sovereign under the control of the board of directors of Sovereign
("the Board") for the purposes of the Rights Offer ("the Resolution").
The Company has obtained irrevocable undertakings from Shareholders holding
approximately 48.9% of Sovereign`s issued share capital, to vote in favour of
the Resolution ("Irrevocable Undertakings"). The Resolution requires approval
from 50% of the Shareholders present at the General Meeting, in person or by
proxy, to be passed successfully.
The Shareholders which have provided Irrevocable Undertakings to the Company
and their respective shareholding in Sovereign is detailed below:
Shareholder Number of Percentage of
Sovereign total shares in
shares held issue (%)
Prudential Portfolio Managers (South 4 728 108 14,3
Africa)
Old Mutual Investment Group (South 4 546 023 13,8
Africa)
Orthogonal Investments 3 072 620 9,3
Stanlib 1 962 504 5,9
Sanlam 1 650 000 5,0
M Davis (Director of Sovereign) 100 000 0,3
P Madi (Director of Sovereign) 49 952 0,2
C Coombes (Director of Sovereign) 15 000 0,1
Total 16 124 207 48,9
3. Conditions precedent
The Rights Offer remains conditional upon the fulfilment of the following
suspensive conditions:
- Shareholders approving the Resolution;
- the necessary regulatory documentation including, inter alia, the
Rights Offer circular and Letters of Allocation ("LA`s") being
approved and registered by the JSE Limited ("the JSE") and the
Companies and Intellectual Property Registration Office; and
- the JSE approving the listing of the Rights Offer Shares.
An announcement will be released on SENS and published in the press as soon as
the suspensive conditions have been fulfilled and the Rights Offer has become
unconditional.
4. Salient dates and times
The salient dates and times which are anticipated to be applicable to the
Rights Offer are set out below:
2009
Last day to trade in Sovereign shares in order to
settle by the record date to Friday, 13 November
qualify to participate in the Rights Offer (cum
entitlement)
Listing of LA`s on the JSE commences at commencement Monday, 16 November
of trading
Shares commence trading ex-rights on the JSE at Monday, 16 November
commencement of trading
Record date for participation in the Rights Offer at Friday, 20 November
the close of business
Rights Offer circular and, where applicable, a form of
instruction posted to Shareholders Monday, 23 November
Rights Offer opens at commencement of trading Monday, 23 November
Dematerialised Shareholders will have their accounts
at their central securities depository participant
("CSDP") or broker automatically credited with their Monday, 23 November
entitlement
Certificated Shareholders on the register will have
their entitlement credited
to an account held with the Company`s transfer Monday, 23 November
secretaries
Last day to trade in LA`s on the JSE Friday, 4 December
Listing of Rights Offer Shares and trading therein
commences at commencement of trading Monday, 7 December
Rights Offer closes at 12:00 - payments to be made and
Form of Instruction in respect of LA`s lodged by Friday, 11 December
certificated Shareholders by 12:00
Record date for LA`s on Friday, 11 December
Dematerialised Shareholders` accounts will be updated
with entitlements and debited with money by their CSDP
or broker and certificates posted to certificated Monday, 14 December
Shareholders
Results of Rights Offer released on SENS Monday, 14 December
Results of Rights Offer published in the press Tuesday, 15 December
Notes:
(i) All times referred to above are South African times.
(ii) No share certificates may be dematerialised or rematerialised between
Monday, 16 November and Friday, 20 November, both days inclusive.
(iii) Dematerialised Shareholders are required to notify their duly
appointed CSDP or broker of their acceptance of the Rights Offer in the
manner and time stipulated in the agreement governing the relationship
between the Shareholder and his/her CSDP or broker.
(iv) The CSDP or broker accounts of dematerialised Shareholders will be
automatically credited with Rights Offer Shares to the extent to which
they have accepted the Rights Offer. Sovereign share certificates will be
posted, by registered post at the Shareholder`s risk, to certificated
Shareholders in respect of the Rights Offer Shares which have been
accepted.
(v) CSDPs effect payment in respect of dematerialised Shareholders on a
delivery versus payment basis.
(vi) Any material variation of the above dates and times will be approved by
the JSE, released on SENS and published in the South African press.
(vii)The LA`s will trade under the JSE code: SOVN (long name: SOVFOOD NPL) and
have been allocated an ISIN number of ZAE000142279.
5. Excess applications and foreign restrictions
Sovereign shareholders may not apply for Rights Offer Shares in excess of
those allocated to them in terms of the Rights Offer.
Only Shareholders recorded in the register on the record date (other than
certain foreign Shareholders resident in jurisdictions where the Rights Offer
is restricted by law) are entitled to participate in the Rights Offer. Should
a Shareholder be restricted from following their rights in terms of the Rights
Offer the LA`s will be sold for their benefit by the Company`s transfer
secretaries.
6. Further announcement
It is anticipated that the finalisation announcement for the Rights Offer will
be released on SENS on Thursday, 5 November 2009.
7. Further cautionary announcement
Shareholders are advised that Sovereign remains involved in discussions which,
if successfully concluded, may have a material effect on the price of the
Company`s shares.
Accordingly, Shareholders are advised to continue to exercise caution when
dealing in the Company`s shares until a further announcement is made.
29 October 2009
Port Elizabeth
Corporate Advisor and Sponsor:
Barnard Jacobs Mellet Corporate Finance (Pty) Limited
Date: 29/10/2009 16:54:00 Produced by the JSE SENS Department.
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