Sovereignfoods.co.uk

SOV -SOVEREIGN FOOD INVESTMENTS LIMITED -FINALISATION ANNOUNCEMENT
REGARDING
Publisher: JSE Securities Exchange -SENS Date: 01 Feb 2011 4:48:00
PM
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
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: Last day to trade in Sovereign shares in order to 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 their entitlement credited
to an account held with the Company's transfer
secretaries
Last day to trade in LA's on the securities
exchange operated by the JSE Listing of Rights Monday, 7 March
Offer Shares and trading therein 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 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 Results of Rights Offer released on SENS Monday, 14 March Results of Rights Offer published in the press Tuesday, 15 March 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. CSDP's effect payment in respect of dematerialised Shareholders on a delivery versus payment basis. The LA's will trade under the JSE code: SOVN (short name: SOVFOOD NPL) and have been allocated an ISIN number of ZAE000152856. 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. 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.

Source: http://sovereignfoods.co.uk/UserFiles/File/SOV%20-SOVEREIGN%20FOOD%20INVESTMENTS%20LIMITED%20-FINALISATION%20ANNOUNCEMENT%20REGARDING%20-%2001%20Feb%202011.pdf