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Astral Foods Limited - Acquisition By Astral Foods Of Afgri Limited"s 50% Equity Interest In Earlybird Farm (Pty) Ltd- Amendments And Withdrawal Of Cautionary Announcement Astral Foods Limited ("Astral Foods") Share Code: ARL ISIN: ZAE000029757 Registration number: 1978/003194/06 ACQUISITION BY ASTRAL FOODS OF AFGRI LIMITED"s ("AFGRI") 50% EQUITY INTEREST IN EARLYBIRD FARM (PTY) LTD ("EARLYBIRD") - AMENDMENTS AND WITHDRAWAL OF CAUTIONARY ANNOUNCEMENT Further to the terms announcement that was released on SENS on 5 March 2004 and published in the press on 8 March 2004, regarding the acquisition by Astral Operations Limited (a wholly-owned subsidiary of Astral Foods)("Astral Operations") of all the shares held by Afgri Operations Limited (a wholly-owned subsidiary of Afgri)("Afgri Operations") in the issued share capital of Earlybird, comprising 50% of the entire issued share capital of Earlybird ("the acquisition"), the directors would like to inform the shareholders of Astral Foods ("the shareholders") of the following amendments. Astral Foods and Astral Operations are herein after referred to as "the Astral Group" and Afgri and Afgri Operations are herein after referred to as "the Afgri Group". Revised financial effects of the acquisition Further to a review by the reporting accountants of Astral Foods of the unaudited pro forma financial information, which report will be included in the circular to be posted to shareholders on or about 31 March 2004, the financial effects of the acquisition have been amended to reflect the effect of the acquisition on the earnings per share ("EPS") and headline EPS of Astral Foods for the year ended 30 September 2003, assuming that the transaction had been implemented on 1 October 2002, and on net asset value ("NAV") and net tangible asset value ("NTAV") per share of Astral Foods, assuming that the transaction had been implemented as at 30 September 2003: Before the After the Percentage
acquisition acquisition increase (cents per (cents per /(decrease) share)(1) share)(2) EPS 487.8 540.3 10.8% Headline EPS 487.2 563.7 15.7% NAV per share 1,418.3 1,418.3 - NTAV per share 1,374.8 1,127.8 (18.0)% 1. The financial information set out above is based on the audited financial results of Astral Foods for the year ended 30 September 2003. The weighted average number of shares in issue and the number of shares in issue for purposes of the calculations is 42 742 565 and 42 260 903, respectively. 2. The adjustment of earnings for the year ended 30 September 2003 is based on the assumption that the acquisition was implemented on 1 October 2002 for the purpose of calculating EPS and headline EPS, and on 30 September 2003 for the purpose of calculating NAV and NTAV. All intergroup transactions have been excluded. 3. The average interest rate on debt is linked to Nedbank"s prime interest rate. 4. The goodwill that will result from the acquisition is approximately R104 million and will be amortised over a 10 year period in terms of Astral Foods" current goodwill accounting policy. The goodwill will be affected by dividends paid by Earlybird after 30 September 2003, by an increase in the equity of Earlybird from 30 September 2003 to the effective date of the acquisition and by the transaction costs. The goodwill still needs to be allocated to the fair value of the underlying assets of Earlybird. CONDITIONS PRECEDENT The acquisition is subject to the fulfilment of the following conditions precedent, as set out in the sale and purchase agreement to be entered into between the Astral Group and the Afgri Group: a) Afgri Operations and Earlybird enter into an agreement in terms of which Afgri Operations shall supply to Earlybird certain of its feed requirements for the next ten years; b) the declaration of an interim dividend in the amount of R50 million by Earlybird for the period ended 29 February 2004; c) the necessary approvals are obtained from the JSE Securities Exchange South Africa; and d) the approval of the acquisition by the Competition Authorities of South Africa. WITHDRAWAL OF CAUTIONARY ANNOUNCEMENT Shareholders are advised that a circular will be posted to them on or about 31 March 2004 and caution is no longer required to be exercised by shareholders when dealing in their securities. Pretoria 16 March 2004 Financial adviser and sponsor: HSBC Investment Services (Africa) (Pty) Limited Corporate law advisers and consultants: Edward Nathan & Friedland (Pty) Limited Reporting accountants and auditors: PricewaterhouseCoopers Inc. Date: 16/03/2004 05:27:04 PM Supplied by www.sharenet.co.za Produced by the JSE SENS Department
