AFGRI LIMITED - Posting of Circular and Notice of Scheme Meeting

Release Date: 22/10/2013 14:19
Code(s): AFR
 
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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'). 
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