AH-VEST LIMITED - Joint Firm Intention Notice and Withdrawal of Cautionary

Joint Firm Intention Notice and Withdrawal of Cautionary

AH-VEST LIMITED
("AH-Vest" or "the Company")
(Incorporated in the Republic of South Africa)
(Registration number 1989/000100/06)
 Share code: AHL        ISIN code: ZAE000129177


JOINT ANNOUNCEMENT: MANDATORY OFFER TO BE MADE BY THE EASTERN TRADING
COMPANY PROPRIETARY LIMITED T/A DARSOT FOOD CORPORATION (“DARSOT FOOD
 CORPORATION” or “the Offeror”) TO THE MINORITY SHAREHOLDERS OF AH-
            VEST AND WITHDRAWAL OF CAUTIONARY ANNOUNCEMENT


1.   INTRODUCTION
     AH-Vest shareholders are referred to the cautionary announcement
     published by the Company on 13 August 2012 and are advised that
     the Darsot Food Corporation has acquired 58 048 417 ordinary
     shares in AH-Vest (“the acquisition shares”) from Africa Heritage
     Investments Proprietary Limited (in liquidation)(“AHI”),
     representing 56.92% of the issued share capital of AH-Vest, at a
     price of 17.86 cents per ordinary share (“the acquisition”)and is
     in a position to exercise the voting rights in respect of the
     acquisition shares.

     In terms of section 123 of the Companies Act No 71 of 2008 (as
     amended) (“the Act”) read with the Takeover Regulations
     promulgated in terms of the Act (“the Takeover Regulations”), the
     acquisition represents a change in control of AH-Vest and an
     affected transaction. The Darsot Food Corporation is accordingly
     required to extend a mandatory offer (“the offer”) to all the
     remaining ordinary shareholders of AH-Vest (“the  AH-Vest
     minorities”) to acquire the ordinary shares not already held by
     the Darsot Food Corporation (the “offeror”) at the same price
     paid by the offeror for the acquisition shares.

2.   TERMS OF THE OFFER
     The material terms of the offer are as follows:

     2.1   Offer consideration
           The offeror will extend a cash offer, as required in terms
           of section 123(4) of the Act, to the AH-Vest minorities to
           acquire all or part of their ordinary shareholding at an
           offer price of 17.86 cents per ordinary share (“offer
           consideration”).

     2.2   Conditions precedent to the Offer
           The offer is not subject to any conditions precedent.

     2.3   Section 124 of the Act
           In the event that AH-Vest minorities holding at least 90%
           of the acquisition shares accept the offer within 4 (four)
           months after the date of the offer, the offeror reserves
           the right to invoke the provisions of section 124 of the
           Act to compulsorily acquire all of the acquisition shares
           in respect of which the offer was not accepted. Should the
           offeror become entitled to and elect to exercise its
           entitlement in terms of section 124 of the Act, AH-Vest
           will become a wholly-owned subsidiary of the Darsot Food
           Corporation and an application will be made to the JSE
           Limited (“the JSE”) for the listing of the AH-Vest shares
           on the JSE to be terminated.

     2.4   Appointment of an Independent Board and an Independent
           Expert to Advise on the Fairness and Reasonableness of the
           Offer
           In accordance with the provisions of the Act and the
           Takeover Regulations, an independent sub-committee of the
           AH-Vest Board of directors (“Independent Board”) has been
           appointed to advise the AH-Vest minorities on the offer
           consideration.

           The Independent Board is in the process of appointing an
           independent expert, as required in terms of section 114(2)
           of the Act, read with regulation 90(1)and regulation 110 of
           the Takeover Regulations to advise and report to the
           Independent Board on the Offer by way of a fair and
           reasonable opinion.  The independent expert’s full report
           as well as the Independent Board’s opinion on the Offer and
           the Offer Consideration will be included in the offer
           circular to be posted to AH-Vest shareholders, as per
           paragraph 6 below.

3.   EXISTING SECURITIES OF OFFEROR AND BENEFICIAL INTEREST
     Prior to the offeror acquiring the acquisition shares:
     - neither the offeror nor any person acting in concert with the
       offeror held any shares in AH-Vest, directly or indirectly;
     - the offeror has not received any irrevocable commitments to
       accept the offer; and
     - neither the offeror nor any person acting in concert with the
       offeror holds an option to purchase any further beneficial
       interests in AH-Vest.

4.   CASH CONFIRMATION
     In accordance with regulations 111(4) and 111(5) of the Takeover
     Regulations, the Takeover Regulation Panel has been furnished
     with independent written confirmation from Werksmans Attorneys
     that Darsot Food Corporation has sufficient funds available to it
     to fulfil its financial obligations in terms of the offer to the
     AH-Vest minorities and that these funds are held in escrow.

5.   RESPONSIBILITY STATEMENT
     The offeror and, to the extent that the information relates
     directly to AH-Vest, the Independent Board:
     - accept responsibility for the information contained in this
       announcement;
     - confirm that to the best of their respective knowledge and
       belief, the information contained herein is true and correct;
       and
     - confirm that this announcement does not omit anything likely to
       affect the importance of the information contained in it.

6.   DOCUMENTATION: OFFEROR CIRCULAR POSTING DATE
     A circular to AH-Vest shareholders containing full and further
     details in respect of the offer and incorporating the Independent
     Board’s view on the offer and the offer consideration is in the
     process of being prepared and will be posted to AH-Vest
     shareholders in due course.

     Shareholders will be advised of the posting of the circular and
     the opening date of the offer by means of a SENS announcement.

     The offer will remain open for acceptance for at least 30
     business days after the opening date, which will occur on the day
     after the date of posting of the circular.

7.   WITHDRAWAL OF CAUTIONARY ANNOUNCEMENT
     Shareholders are advised that following the release of this
     announcement, it is no longer necessary to exercise caution when
     dealing in the Company’s securities.

Johannesburg
5 September 2012

Designated Advisor
Arcay Moela Sponsors (Pty) Ltd

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