JSE LIMITED - GEN - General - Country Bird Holdings Proprietary Limited - Update on the CBH offer
JSER 201611160057A
GEN - General - Country Bird Holdings Proprietary Limited - Update on the CBH offer
Country Bird Holdings Proprietary Limited
Incorporated in the Republic of South Africa
(Registration number 2005/008505/07)
(“CBH”)
UPDATE ON THE CBH OFFER
Sovereign Food Investments Limited (“Sovereign”) shareholders (“Sovereign Shareholders”) are
notified that:
* the Competition Commission on 15 November 2016 approved the merger between CBH and
Sovereign subject to the following conditions:
o that no CBH or Sovereign employees will be retrenched as a consequence of the merger; and
o that CBH will propose a B-BBEE transaction that results in a transfer of at least 4% of the issued
shares in Sovereign to historically disadvantaged persons on comparable terms to those
proposed by Sovereign in its proposed BEE transaction in the circular sent to Sovereign
shareholders dated 24 June 2016, provided CBH obtains control of 75% of the issued ordinary
shares of Sovereign; and
* CBH awaits the reasons from the Takeover Special Committee (“Committee”) in support of its
decision (“Ruling”) that the CBH Offer lapsed on 14 September 2016, which the Committee
undertook to provide within 30 days of the Ruling given on 8 November 2016;
* upon receipt of the Committee’s reasons, CBH will assess its position going forward ; and
* had Sovereign’s board of directors not challenged CBH’s waiver of the condition as to minimum
acceptances, to the Takeover Regulation Panel, CBH’s offer would now have been wholly
unconditional and Sovereign Shareholders who accepted the Offer would have received R9.00 per
Sovereign share.
Johannesburg
16 November 2016
Financial advisor: Investec Bank Limited
Legal advisor: Kern & Partners
Competition law advisor: Bowman Gilfillan
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