ILLOVO SUGAR LIMITED If you have disposed of all your Shares, then this Circular, together with the attached Form of Proxy, Form of Surrender and Transfer and General Offer Form, should be handed to the purchaser of such Shares or to the broker, CSDP, banker or other agent through whom the disposal was effected. Persons who hold Dematerialised Shares through a CSDP or broker who wish to attend the General Meeting must request their CSDP or broker to provide them with the necessary letter of representation to attend the General Meeting or must instruct their CSDP or broker to vote on their behalf in terms of their respective agreements with such CSDP or broker.
This entire Circular is important and should be read with particular attention to the section entitled "Action required by Shareholders in relation to the Scheme", which commences on page 7, and the section "Action required by Shareholders in relation to the General Offer", which commences on page 11.
If you are in any doubt as to the action you should take, please consult your CSDP, broker, banker, legal adviser, accountant or other professional adviser immediately.
Illovo, ABF, ABS Africa and any subsidiary or associate company of the foregoing companies do not accept responsibility and will not be held liable for any act of, or omission by, any CSDP or broker, including, without limitation, any failure on the part of the CSDP or broker or any registered holder of Shares to notify the holder of any beneficial interest in those Shares of the Proposed Offer or any other matter set out in this Circular.
(Incorporated in the Republic of South Africa) (Registration number 1906/000622/06)
JSE share code: ILV ISIN: ZAE000083846
("Illovo" or "the Company")
AB SUgAR AfRICA LIMITED(Incorporated in England and Wales) (Registration number 04317607) ("ABS Africa")
an indirect wholly-owned subsidiary of ABF
ASSOCIATED BRITISH fOODS PLC(Incorporated in England and Wales) (Registration number 00293262)
LSE share code: ABF ISIN: GB0006731235 ("ABf")
COMBINED CIRCULAR TO SHAREHOLDERS
relating, among other things, to:a scheme of arrangement in terms of section 114 of the Companies Act proposed by the Board between Illovo and the Offer Shareholders in terms of which, if implemented, ABS Africa will acquire all of the Scheme Shares from the Scheme Participants for a cash consideration of R25 per Scheme Share;
if the Scheme referred to above fails (as contemplated in this Circular) and ABS Africa so elects, a general offer by ABS Africa to the Offer Shareholders in terms of section 117(1)(c)(v) of the Companies Act to acquire all of the Offer Shares for a cash consideration of R25 per Offer Share;
the termination of the listing of all the Shares from the Main Board of the JSE pursuant to the implementation of the Scheme or, if the Scheme fails (as contemplated in this Circular), the General Offer (if made) and the approval of the Delisting Resolution;
and including, among other things:a report prepared by the Independent Expert in terms of sections 114(2) and 114(3) of the Companies Act;
historical financial information in respect of Illovo;
a copy of section 115 of the Companies Act;
and enclosing, among other things:a notice convening the General Meeting (yellow);
a Form of Proxy in respect of the General Meeting for use by Certificated Shareholders and Dematerialised Shareholders with "own-name" registration only (green);
a Form of Surrender and Transfer for use by Certificated Shareholders only (pink); and
a General Offer Form for use by Certificated Shareholders only, in connection with the General Offer (blue).
Date of issue: 26 April 2016
This Circular is available in English only. Copies of this Circular may be inspected at the registered offices of Illovo and ABF, the financial adviser and transaction sponsor to Illovo and the financial adviser to ABF at the respective addresses set out in the "Corporate Information and Advisers" section of this Circular, from the date of issue of this Circular until the date of the General Meeting in the event of the Scheme being approved by the Voting Shareholders, or in the event that the General Offer is implemented, the General Offer Closing Date. This Circular will also be available in electronic form from the date of issue of this Circular on Illovo's website at www.illovosugar.co.za.
THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION
The definitions and interpretation provisions commencing on page 15 of this Circular apply, mutatis mutandis, to this cover page (unless the context requires a contrary intention).
Action required:
If you have disposed of all your Shares, then this Circular, together with the attached Form of Proxy, Form of Surrender and Transfer and General Offer Form, should be handed to the purchaser of such Shares or to the broker, CSDP, banker or other agent through whom the disposal was effected. Persons who hold Dematerialised Shares through a CSDP or broker who wish to attend the General Meeting must request their CSDP or broker to provide them with the necessary letter of representation to attend the General Meeting or must instruct their CSDP or broker to vote on their behalf in terms of their respective agreements with such CSDP or broker.
This entire Circular is important and should be read with particular attention to the section entitled "Action required by Shareholders in relation to the Scheme", which commences on page 7, and the section "Action required by Shareholders in relation to the General Offer", which commences on page 11.
If you are in any doubt as to the action you should take, please consult your CSDP, broker, banker, legal adviser, accountant or other professional adviser immediately.
Illovo, ABF, ABS Africa and any subsidiary or associate company of the foregoing companies do not accept responsibility and will not be held liable for any act of, or omission by, any CSDP or broker, including, without limitation, any failure on the part of the CSDP or broker or any registered holder of Shares to notify the holder of any beneficial interest in those Shares of the Proposed Offer or any other matter set out in this Circular.
ILLOvO SUgAR LIMITED
(Incorporated in the Republic of South Africa) (Registration number 1906/000622/06)
JSE share code: ILV ISIN: ZAE000083846
("Illovo" or "the Company")
AB SUgAR AfRICA LIMITED
(Incorporated in England and Wales) (Registration number 04317607) ("ABS Africa")
an indirect wholly-owned subsidiary of ABF
ASSOCIATED BRITISH fOODS PLC
(Incorporated in England and Wales) (Registration number 00293262)
LSE share code: ABF ISIN: GB0006731235 ("ABf")
COMBINED CIRCULAR TO SHAREHOLDERS
relating, among other things, to:
a scheme of arrangement in terms of section 114 of the Companies Act proposed by the Board between Illovo and the Offer Shareholders in terms of which, if implemented, ABS Africa will acquire all of the Scheme Shares from the Scheme Participants for a cash consideration of R25 per Scheme Share;
if the Scheme referred to above fails (as contemplated in this Circular) and ABS Africa so elects, a general offer by ABS Africa to the Offer Shareholders in terms of section 117(1)(c)(v) of the Companies Act to acquire all of the Offer Shares for a cash consideration of R25 per Offer Share;
the termination of the listing of all the Shares from the Main Board of the JSE pursuant to the implementation of the Scheme or, if the Scheme fails (as contemplated in this Circular), the General Offer (if made) and the approval of the Delisting Resolution;
and including, among other things:
a report prepared by the Independent Expert in terms of sections 114(2) and 114(3) of the Companies Act;
historical financial information in respect of Illovo;
a copy of section 115 of the Companies Act;
and enclosing, among other things:
a notice convening the General Meeting (yellow);
a Form of Proxy in respect of the General Meeting for use by Certificated Shareholders and Dematerialised Shareholders with "own-name" registration only (green);
a Form of Surrender and Transfer for use by Certificated Shareholders only (pink); and
a General Offer Form for use by Certificated Shareholders only, in connection with the General Offer (blue).
financial Adviser and Transaction Sponsor to Illovo
Legal Adviser to ABf and ABS Africa
financial Adviser to ABf and ABS Africa
Legal Adviser to Illovo
Independent Expert to Illovo
Date of issue: 26 April 2016
This Circular is available in English only. Copies of this Circular may be inspected at the registered offices of Illovo and ABF, the financial adviser and transaction sponsor to Illovo and the financial adviser to ABF at the respective addresses set out in the "Corporate Information and Advisers" section of this Circular, from the date of issue of this Circular until the date of the General Meeting in the event of the Scheme being approved by the Voting Shareholders, or in the event that the General Offer is implemented, the General Offer Closing Date. This Circular will also be available in electronic form from the date of issue of this Circular on Illovo's website at www.illovosugar.co.za.
Illovo Sugar Limited issued this content on 26 April 2016 and is solely responsible for the information contained herein. Distributed by Public, unedited and unaltered, on 26 April 2016 07:35:14 UTC
Original Document: https://www.illovosugar.co.za/UserContent/documents/Announcements/2016/Notice-of-distribution-of-a-circular-and-notice-of-general-meeting-of-the-shareholders-of-Illovo-Sugar-Limited.pdf
