| Tue 1 Feb 2011, 16:48 | | SOV - Sovereign Food Investments Limited - Finalisation announcement regarding |
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SOV
SOV
SOV - Sovereign Food Investments Limited - Finalisation announcement regarding
the proposed rights offer by sovereign
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: ZAE000152856
("Sovereign" or "the Company")
FINALISATION ANNOUNCEMENT REGARDING THE PROPOSED RIGHTS OFFER BY SOVEREIGN
1 Introduction
Sovereign ordinary shareholders ("Shareholders") are referred to the
announcement published by the Company on the JSE Limited`s ("JSE") Stock
Exchange News Service ("SENS") on Thursday, 21 October 2010 and in the South
African press on Friday, 22 October 2010 wherein the details of a proposed
rights offer of 31 578 947 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, 31 578 947 shares in the authorised but unissued share capital of
Sovereign will be offered for subscription to Shareholders in the ratio of
66.04155 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 475 cents per share.
Prudential Portfolio Managers (South Africa) (Pty) Limited and Orthogonal
Investments (Pty) Limited have agreed to follow their rights in terms of the
Rights Offer and/or apply for excess Rights Offer Shares to the extent of R20
million and R17 million respectively, thereby collectively committing R37
million to the Rights Offer. Coronation Asset Management (Pty) Limited ("the
Underwriter") has agreed to partially underwrite the Rights Offer to the extent
of R113 million ("Underwriting Amount").
2 Conditions precedent
All conditions precedent to the Rights Offer have now been fulfilled and the
Rights Offer has become unconditional.
3 Salient dates and times
The salient dates and times for the Rights Offer are set out below:
2011
Last day to trade in Sovereign shares in order to Friday, 11 February
settle by the record date to
qualify to participate in the Rights Offer (cum
entitlement)
Listing of LA`s on the securities exchange operated by Monday, 14 February
the JSE commences at commencement of trading
Shares commence trading ex-rights on the securities Monday, 14 February
exchange operated by the JSE at commencement of
trading
Record date for participation in the Rights Offer at Friday, 18 February
the close of business
Rights Offer circular and, where applicable, a form of Monday, 21 February
instruction posted to Shareholders
Rights Offer opens at commencement of trading Monday, 21 February
Dematerialised Shareholders will have their accounts Monday, 21 February
at their central securities depository participant
("CSDP") or broker automatically credited with their
entitlement
Certificated Shareholders on the register will have Monday, 21 February
their entitlement credited
to an account held with the Company`s transfer
secretaries
Last day to trade in LA`s on the securities exchange Friday, 4 March
operated by the JSE
Listing of Rights Offer Shares and trading therein Monday, 7 March
commences at commencement of trading
Rights Offer closes at 12:00 - payments to be made and Friday, 11 March
form of instruction in respect of LA`s lodged by
certificated Shareholders by 12:00
Record date for LA`s on Friday, 11 March
Dematerialised Shareholders` accounts will be updated Monday, 14 March
with entitlements and debited with money by their CSDP
or broker and certificates posted to certificated
Shareholders
Results of Rights Offer released on SENS Monday, 14 March
Results of Rights Offer published in the press Tuesday, 15 March
Notes:
i) All times referred to above are South African times.
ii) No share certificates may be dematerialised or rematerialised between
Monday, 14 February and Friday, 18 February, 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) CSDP`s effect payment in respect of dematerialised Shareholders on a
delivery versus payment basis.
vi) The LA`s will trade under the JSE code: SOVN (short name: SOVFOOD NPL)
and have been allocated an ISIN number of ZAE000152856.
4 Excess applications
Rights holders may apply for Rights Offer Shares in excess of those allocated to
them in terms of the Rights Offer.
Rights Offer Shares not taken up by rights holders who do not follow all or some
of their rights in terms of the Rights Offer will first be allocated to the
Underwriter to the extent of the Underwriting Amount and any remaining Rights
Offer Shares will then be allocated, in an equitable manner, to those rights
holders which applied for Excess Shares.
5 Foreign restrictions
The Rights Offer Shares have not been and will not be registered for the
purposes of the Rights Offer under the securities laws of the United Kingdom,
European Economic Area or EEA, Canada, United States of America, Japan,
Australia or Namibia ("Excluded Jurisdictions") and accordingly, except as
stated below, are not being offered, sold, taken up, re-sold or delivered
directly or indirectly to rights recipients with registered addresses in such
jurisdictions. Therefore, the Rights Offer circular will be sent to them for
information purposes only. In this regard, the approval of CIPRO in terms of
section 142(2)(a) of the Companies Act, No 61 of 1973, has been obtained to
exclude all Shareholders resident in the Excluded Jurisdictions from exercising
their rights. The rights attributable to Shareholders resident in Excluded
Jurisdictions will, if a premium can be obtained over the expenses of sale, be
sold on the securities exchange operated by the JSE, for the benefit of such
Shareholders as soon as practicable. However, if the net proceeds of sale in
relation to any such Shareholders are less than R5, they will be retained for
the benefit of Sovereign. No LA`s will be sent, therefore, to any Shareholders
whose registered address is in the United Kingdom, European Economic Area or
EEA, Canada, United States of America, Japan, Australia or Namibia.
For the purposes of the above, "United States" means the United States of
America (including the States and District of Columbia), its territories, its
possessions and all areas subject to its jurisdiction and "United States person"
means a citizen or resident of the United States, a corporation, partnership or
other entity created or organised in or under the laws of the United States and
an estate or trust, the income of which is subject to United States Federal
Income Taxation regardless of its source.
The making of the Rights Offer, the distribution of the Rights Offer circular
and the transfer of the Rights Shares and/or the rights to subscribe for the
Rights Offer Shares in jurisdictions other than South Africa may be restricted
by law and failure to comply with any of those restrictions may constitute a
violation of the laws of any such jurisdiction. Neither the Rights Offer
circular, nor any form of instruction, is to be regarded as an offer in any
jurisdiction other than South Africa to the extent that any applicable legal
requirement in such jurisdiction has not been complied or it is for any reason
illegal to make such an offer in such jurisdiction.
It is the responsibility of any person outside South Africa (including, without
limitation, nominees, agents and trustees for such persons) receiving the Rights
Offer circular and wishing to take up rights under the Rights Offer, to satisfy
himself/herself as to full observance of the applicable laws of any relevant
territory, including obtaining any requisite governmental or other consents,
observing any other requisite formalities and paying any issue, transfer or
other taxes due in such territories.
1 February 2011
Port Elizabeth
Corporate Advisor and Sponsor:
One Capital
Attorneys:
Cliffe Dekker Hofmeyr Inc.
Date: 01/02/2011 16:48:00 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.
