AFGRI LIMITED - The sale of shares in Deposita Systems Proprietary Limited by Afgri Operations Limited

The sale of shares in Deposita Systems Proprietary Limited by Afgri Operations Limited

AFGRI Limited
(Incorporated in the Republic of South Africa)
Registration Number: 1995/004030/06
ISIN: ZAE000040549
JSE share code: AFR
("AFGRI" or "the Company")

THE SALE OF SHARES BY AFGRI OPERATIONS LIMITED ("AFGRI OPERATIONS") OF ITS
SHAREHOLDING AND INTELLECTUAL PROPERTY IN DEPOSITA SYSTEMS
PROPRIETARY LIMITED (“DEPOSITA”)

INTRODUCTION

Shareholders are advised that AFGRI Operations, a wholly owned subsidiary of the Company,
has entered into an agreement (“the Agreement”) with Fox Business Trust (“Fox”) and G4S
Cash Solutions Business (SA) Proprietary Limited (“G4S”) (collectively “the Parties”) in terms
of which, subject to the fulfilment of the suspensive condition referred to in paragraph 2 below
("the Suspensive Condition"), AFGRI Operations and Fox sell their respective 46% and 30%
shareholding as well as the related Intellectual Property in Deposita (“the IP”) to G4S ("the
Transaction").

THE TRANSACTION

1.1        Rationale

           In continuing efforts to re-aligning the AFGRI business to the grain value chain,
           AFGRI has continued with the process of exiting its non-core businesses. The
           business of Deposita forms part of these non-core businesses.

1.2        Terms of the Transaction

           In terms of the transaction AFGRI Operations and Fox sell their respective 46% and
           30% shareholding in Deposita and AFGRI Operations the related IP in Deposita to
           G4S with effect from the completion date which will occur once the Suspensive
           Condition has been satisfied
1.3        Purchase Price

           The purchase consideration payable by G4S to AFGRI Operations in terms of the
           Agreement is R113 million (one hundred and thirteen million rand).

1.4        Unaudited Pro forma financial effects of the Transaction

           The pro forma financial effects of the Transaction on AFGRI`s earnings per share,
           headline earnings per share, net asset value per share and net tangible asset value
           per share for the financial year ended 30 June 2012 are not significant (i.e. are less
           than 3%), and have therefore not been disclosed.

2.    SUSPENSIVE CONDITIONS

      The Transaction is subject to the fulfilment or waiver of the suspensive condition that the
      competition authority unconditionally approves, or if conditional, approves on such terms
      and conditions that are acceptable to the Parties, for conclusion and finalisation of the
      transaction/s as envisaged in the Agreement

3.    CATEGORISATION OF THE TRANSACTION

      The Transaction is a Category 2 transaction in terms of paragraph 9.5 (a) of the JSE
      Listing Requirements.

23 November 2012

__________________________

Sponsor of the Company
Investec Bank Limited

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