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Posting of Circular and Notice of Scheme Meeting
AFGRI LIMITED
Incorporated in the Republic of South Africa
Registration number 1995/004030/06
Share code AFR
ISIN: ZAE000040549
(“AFGRI”)
POSTING OF CIRCULAR AND NOTICE OF SCHEME MEETING
1. INTRODUCTION
AFGRI shareholders are referred to the firm intention announcement released on the Stock
Exchange News Service ("SENS") on 27 September 2013 (“Firm Intention Announcement”)
regarding, inter alia, the terms on which AgriGroupe Holdings Proprietary Limited
(“AgriGroupe”) offered to acquire the entire issued ordinary share capital of AFGRI, excluding
the AFGRI ordinary shares held by (i) AFGRI subsidiaries and (ii) the AFGRI employee share
incentive trusts, (“Scheme Shares”) by way of a scheme of arrangement in terms of section
114 of the Companies Act 71 of 2008, as amended, (“Scheme”) (“Proposed Transaction”).
AFGRI shareholders are hereby advised that a circular containing, inter alia, details of the
Scheme, a notice convening a meeting of AFGRI shareholders holding Scheme Shares
(“Shareholders”) to, inter alia, consider and, if deemed fit, approve the Scheme (“Scheme
Meeting”), a form of proxy and a form of surrender and transfer has been posted to
Shareholders on Tuesday, 22 October 2013 and is available on AFGRI’s website at
www.afgri.co.za (“Circular”).
2. SHAREHOLDER SUPPORT
In addition to the irrevocable undertakings received by AgriGroupe from certain Shareholders
as detailed in the Firm Intention Announcement, AgriGroupe has received a further irrevocable
undertaking from Momentum Asset Management Proprietary Limited (“Momentum”) whereby
Momentum undertakes to vote the stated number of Scheme Shares (currently representing
2.7% of AFGRI’s total shares in issue) held by it as at the date of the Scheme Meeting either as
a principal or on behalf of clients, in favour of the Scheme and the other resolutions to be
proposed at the Scheme Meeting.
3. OTHER PERSONS ACTING IN CONCERT WITH AGRIGROUPE
Since the date of the Firm Intention Announcement, AgriGroupe has been in ongoing
discussions with the Public Investment Corporation (SOC) Limited (“PIC”), together with the
Bafepi consortium (being a broad based black economic empowerment grouping) (“Bafepi
Consortium”) to possibly acquire an investment of up to 35% in AgriGroupe. Those
discussions also include the possibility of the PIC providing funding to the Bafepi Consortium
(broad based black economic empowerment consortium) to subscribe for shares in
AgriGroupe. The PIC will therefore be acting in concert with AgriGroupe, and will not vote at the
Scheme Meeting.
4. NOTICE OF SCHEME MEETING
The Scheme Meeting will be held at 11:00 on Tuesday, 19 November 2013 at the registered
office of AFGRI at 12 Byls Bridge Boulevard, Highveld Ext 73, Centurion, for the purpose of
considering and, if deemed fit, passing, with or without modification, the resolutions required to
approve the Scheme and certain related matters.
5. SALIENT DATES AND TIMES
The salient dates and times relating to the Scheme are set out in the timetable below
("Timetable"). Words and expressions in the Timetable and notes thereto shall have the same
meaning as assigned to them in the Circular.
Action 2013
Record date for Shareholders to be recorded in the Register in Friday, 11 October
order to be entitled to receive the Circular
Posting of the Circular to Shareholders and notice convening Tuesday, 22 October
Scheme Meeting published on SENS
Notice convening Scheme Meeting published in the South Wednesday, 23 October
African press
Last day to trade in Scheme Shares in order to be recorded in Friday, 1 November
the Register on the Voting Record Date (Voting Last Day to
Trade)
Shareholders to be recorded in the Register in order to be Friday, 8 November
eligible to vote at the Scheme Meeting (Voting Record Date)
Forms of Proxy to be received by the Transfer Secretaries by Friday, 15 November
11:00 on
Last date and time for Shareholders to give notice to AFGRI Tuesday, 19 November
objecting to the special resolution to approve the Scheme in
terms of section 164 of the Companies Act by 11:00 on
Scheme Meeting at 11:00 on Tuesday, 19 November
Results of Scheme Meeting released on SENS Tuesday, 19 November
Results of Scheme Meeting published in the South African press Wednesday, 20 November
Last day for Shareholders who voted against the Scheme to Tuesday, 26 November
require AFGRI to seek court approval for the Scheme in terms of
section 115(3)(a) of the Companies Act (if applicable)
Last day for AFGRI to send notice of adoption of the special Tuesday, 3 December
resolution to Dissenting Shareholders, in accordance with
section 164 of the Companies Act
Last day for a Shareholder who voted against the Scheme to Tuesday, 3 December
apply to court for leave to apply for a review of the Scheme in
terms of section 115(3)(b) of the Companies Act
2014
If no court approval or review of the Scheme is required:
Expected Fulfillment Date Monday, 10 February
Finalisation announcement expected to be released on SENS Monday, 10 February
Finalisation announcement expected to be published in the Tuesday, 11 February
South African press
Expected last day to trade in Scheme Shares in order to be Friday, 21 February
recorded in the Register on the Scheme Record Date (Scheme
Last Day to Trade)
Expected date of suspension of listing of Shares on the JSE Monday, 24 February
Expected date on which Shareholders must be recorded in the Friday, 28 February
Register to receive the Scheme Consideration (Scheme Record
Date)
Expected Operative Date of the Scheme Monday, 3 March
Scheme Consideration expected to be posted/paid to Monday, 3 March
Certificated Shareholders (provided their Forms of Surrender
and Transfer are received on or prior to 11:00 on the Scheme
Record Date) on or about
Dematerialised Shareholders expected to have their accounts Monday, 3 March
with their CSDP or broker credited with the Scheme
Consideration on or about
Expected termination of listing of Shares at commencement of Tuesday, 4 March
trade on the JSE
Notes:
1. All dates and times in respect of the Scheme are subject to change by mutual agreement
between AFGRI and AgriGroupe and the approval of the JSE and the Takeover
Regulation Panel. The dates have been determined based on assumptions regarding the
dates by which certain regulatory approvals including, but not limited to, that of the
Competition Authorities, will be obtained and that no court approval or review of the
Scheme will be required. Any change in the dates and times will be released on SENS
and published in the South African press.
2. Shareholders should note that as transactions in AFGRI shares are settled in the
electronic settlement system used by Strate, settlement of trades takes place five
business days after such trade. Therefore persons who acquire Scheme Shares after the
Voting Last Day to Trade (i.e. Friday, 1 November 2013) will not be eligible to vote at the
Scheme Meeting. Provided the Scheme is approved, Shareholders who hold Shares on
the Scheme Last Day to Trade (expected to be Friday, 21 February 2014) will participate
in the Scheme (i.e. sell their Scheme Shares to AgriGroupe in accordance with the
Scheme for the Scheme Consideration).
3. A Shareholder may submit a Form of Proxy at any time before the commencement of the
Scheme Meeting (or any adjournment of the Scheme Meeting) or hand it to the chairman
of the Scheme Meeting before the appointed proxy exercises any of the relevant
Shareholder’s rights at the Scheme Meeting (or any adjournment of the Scheme
Meeting), provided that should a Shareholder lodge a Form of Proxy with the transfer
secretaries less than 48 hours (excluding Saturdays, Sundays and official public holidays)
before the Scheme Meeting, such Shareholder will also be required to furnish a copy of
such Form of Proxy to the chairman of the Scheme Meeting before the appointed proxy
exercises any of such Shareholder’s rights at the Scheme Meeting (or any adjournment of
the Scheme Meeting).
4. If the Scheme Meeting is adjourned or postponed, Forms of Proxy submitted for the initial
Scheme Meeting will remain valid in respect of any adjournment or postponement of the
Scheme Meeting.
5. All times given in this announcement are local times in the Republic of South Africa.
6. If the Scheme becomes operative, Shares may not be dematerialised or rematerialised
after the Scheme Last Day to Trade.
Centurion
22 October 2013
Investment Bank advisor to AFGRI: Investec Bank Limited
Sponsor to AFGRI: Investec Bank Limited
Legal Advisor to AFGRI: Webber Wentzel
Communications advisors to AFGRI: Edelman
Independent Expert to AFGRI: Ernst & Young Advisory Services Proprietary Limited
Corporate advisor to AgriGroupe: Rand Merchant Bank (a division of FirstRand Bank Limited)
Legal advisor to AgriGroupe: Norton Rose Fulbright South Africa
Communications advisors to AgriGroupe: Brunswick SA Limited
Date: 22/10/2013 02:19:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE').
The JSE does not, whether expressly, tacitly or implicitly, represent, warrant or in any way guarantee the truth, accuracy or completeness of
the information published on SENS. The JSE, their officers, employees and agents accept no liability for (or in respect of) any direct,
indirect, incidental or consequential loss or damage of any kind or nature, howsoever arising, from the use of SENS or the use of, or reliance on,
information disseminated through SENS.