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CBH scheme of arrangement finalisation
Shareholders are referred to the circular issued by CBH to its shareholders on 17 October 2014 ("Circular") regarding the terms on which Black River Food Fund 2 LP ("the Offeror"), inter alia, offered to acquire the entire issued ordinary share capital of CBH, excluding the ordinary shares held by Synapp International Ltd. ("Scheme Shares") ("Proposed Transaction"), by way of a scheme of arrangement in terms of section 114 of the Companies Act 71 of 2008 ("Companies Act") ("Scheme") and the announcement released on the Stock Exchange News Service of the JSE Ltd. ("SENS") dated 14 November 2014 which advised CBH shareholders that all resolutions required for the approval of the Scheme were passed by the requisite majority of CBH shareholders entitled to vote at the scheme meeting convened on the same day ("Results Announcement"). Unless defined herein, terms used in this announcement shall bear the same meaning as set out in the Circular.
CBH shareholders are advised that:
- the Takeover Regulation Panel has issued a compliance certificate in terms of section 121(b)(i) of the Companies Act in relation to the Proposed Transaction; and
- the implementation of the resolutions of the shareholders approving the scheme is not required to be approved by the court, nor will CBH treat those resolutions as a nullity as contemplated in section 115(5)(b) of the Companies Act.
Therefore all conditions precedent to the Scheme as detailed per the Circular have been fulfilled and the Scheme is now unconditional. In terms of the Scheme, each CBH shareholder will receive R5.00 for every Scheme Share held ("Scheme Consideration").
Final salient dates and times
The timetable for the finalisation and implementation of the transaction is as follows:
- Finalisation Date -- Friday, 28 November 2014
- Finalisation announcement released on SENS -- Friday, 28 November 2014
- Finalisation announcement published in the South African press -- Monday, 1 December 2014
- Last day to trade in Shares in order to be recorded in the Register on the Scheme Record Date (Scheme Last Day to Trade) -- Friday, 5 December 2014
- Date of suspension of listing of Shares on the JSE -- Monday, 8 December 2014
- Scheme Record Date on which Shareholders must be recorded in the Register to receive the Scheme Consideration -- Friday, 12 December 2014
- Operative Date of the Scheme -- Monday, 15 December 2014
- Scheme Consideration expected to be posted/paid to Certificated Scheme Participants (provided their Form of Surrender and Transfer are received on or prior to 12:00 on the Scheme Record Date) -- Monday, 15 December 2014
- Dematerialised Scheme Participants to have their accounts with their CSDP or broker credited with the Scheme Consideration -- Monday, 15 December 2014
- Termination of listing of Shares at commencement of trade on the JSE -- Wednesday, 17 December 2014
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