Finalisation And Implementation Of The Restructure

Shareholders are referred to the: –

  • cautionary announcement released on the Stock Exchange News Service (“SENS”) on 5 December 2016;
  • renewal of cautionary announcement released on SENS on 20 January 2017;
  • renewal of cautionary announcement released on SENS on 30 January 2017;
  • renewal of cautionary announcement released on SENS on 13 March 2017;
  • renewal of cautionary announcement released on SENS on 28 April 2017; and
  • proposed restructure and withdrawal of cautionary announcement released on SENS on 31 May 2017.

In the abovementioned announcements, shareholders were advised that Clover is in the process of restructuring its business to give effect to its stated objective of developing higher margin, value added products in dairy and other related food categories and to eliminate its exposure to the cyclicality of its non-value added dairy business (being the business where profitability is primarily driven by volumes and which, relates, inter alia, to the procurement of raw milk, the selling, marketing and distribution of non-value added fresh milk, ultra-high temperature milk, ultra pasteurised milk, skim milk powder, whole milk and bulk cream).

Clover transferred the non-value added dairy business to its wholly owned subsidiary, Dairy Farmers of South Africa (Pty) Ltd (“DFSA”), under a written transfer of business agreement with effect from 1 April 2017. In exchange for the transfer of the non-value added dairy business as aforementioned, DFSA allotted and issued to Clover, shares in DFSA.

The board of directors of Clover is pleased to announce that the issue and allotment of the B shares in DFSA to the milk producers has been implemented with effect from 1 July 2017 and accordingly, the milk producers now hold all the B shares which constitute 74% of the voting rights of DFSA. Clover holds all the A shares which constitute 26% of the voting rights of DFSA.

Furthermore, the board of DFSA has been formally constituted and the initial directors will be:

  • Dirk Johannes Reyneke (independent non-executive director and Chairman of the Board);
  • Louis Jacques Botha (executive director and Chief Executive Officer);
  • Frederick Johannes Booysen (executive director);
  • Tobias Johannes Ferdinand de Villiers (executive director).
  • Johannes Petrus Strydom (non-executive director appointed by the milk producers – representing the Highveld region);
  • Shayne Jeffrey Simpson (non-executive director appointed by the milk producers – representing the KwaZulu Natal region);
  • Craig James Lake (non-executive director appointed by the milk producers – representing the Eastern Cape and Western Cape regions);
  • Johann Hendrik Vorster (non-executive director appointed by Clover); and
  • Jacques van Heerden (non-executive director appointed by Clover).

Clover is optimistic about its new path which will have a complete focus on the value-added business which is aligned to its stated objectives of:

  • promoting and developing value added products in dairy and other related food categories;
  • expanding its non-alcoholic beverages portfolio; and
  • developing and enhancing its key competencies in brand development, production, distribution and merchandising.

Clover looks forward to a mutually beneficial relationship with DFSA and wishes its board and
management well in driving the objectives of DFSA forward to the benefit of its stakeholders.

Johannesburg
6 July 2017

Sponsor
RAND MERCHANT BANK (A division of FirstRand Bank Limited)

NSX Sponsor
IJG SECURITIES

Attorneys
Werksmans

Published on Wed, 12th Jul 2017 - 16:12