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Results of Scheme Meeting
AFGRI LIMITED
Incorporated in the Republic of South Africa
Registration number 1995/004030/06
Share code AFR
ISIN: ZAE000040549
(“AFGRI” or the “Company”)
RESULTS OF SCHEME MEETING
1. INTRODUCTION
AFGRI shareholders are referred to the firm intention announcement made by AgriGroupe
Holdings Proprietary Limited (“AgriGroupe”) on 27 September 2013, as well as to the circular
issued to AFGRI shareholders on 22 October 2013 (“Circular”), regarding the terms on which
AgriGroupe intended acquiring 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 (“Companies Act”), (“Scheme”)
(“Proposed Transaction”).
2. RESULTS OF THE SCHEME MEETING
AFGRI shareholders are advised that at the Scheme meeting of AFGRI shareholders held on
Tuesday, 19 November 2013 at 11h00 (“Scheme Meeting”), all of the resolutions required to
give effect to the Scheme as set out in the notice convening the Scheme Meeting incorporated
in the Circular were passed, without modification, by the requisite majority of votes. The
Scheme Shares that were represented in voting at the Scheme Meeting were 77.5% and that
99.9% of these shares voted in favour of the resolutions at the Scheme Meeting.
Furthermore, shareholders are advised that prior to the Scheme meeting, no shareholders
objected to the special resolution approving the Scheme in terms of section 164 of the
Companies Act.
3. OUTSTANDING SCHEME CONDITIONS PRECEDENT
3.1. Shareholders are advised that the following conditions precedent to the Scheme
(“Conditions Precedent”), as detailed in the Circular, remain outstanding and will be
subject to fulfilment or waiver (in whole part or in part) by no later than 28 March 2014:
3.1.1.receipt by AFGRI of consents or waivers, as the case maybe, from the Land and
Agricultural Bank of South Africa;
3.1.2.the receipt of the unconditional approval in writing of the Competition Authorities for
the Proposed Transaction, to the extent required in terms of the Competition Act,
and if such approval is conditional, such conditions being acceptable to AFGRI and
AgriGroupe, acting reasonably;
3.1.3.the receipt of the unconditional approval in writing of the Namibian competition
authority for the Proposed Transaction, and if such approval is conditional, such
conditions being acceptable to AFGRI and AgriGroupe, acting reasonably;
3.1.4.the receipt of the approval in writing of the JSE for the delisting of AFGRI shares;
and
3.1.5.the issue of a compliance certificate in relation to the Proposed Transaction by the
Takeover Regulation Panel;
3.2. The condition per paragraph 3.1.3 may be waived by AFGRI and AgriGroupe by
agreement in writing.
3.3. The remainder of the Conditions Precedent are of a regulatory nature and cannot be
waived.
3.4. AFGRI and AgriGroupe may, collectively but not individually (notwithstanding the fact that
some of these Conditions Precedent may have been stipulated for the benefit of only one
of them), by agreement in writing and with the prior approval of the Takeover Regulation
Panel, extend the date for fulfilment of any one or more of the Conditions Precedent in
paragraph 3.1.
Upon fulfilment of all remaining conditions precedent, a finalisation announcement will be made
by AFGRI and AgriGroupe as soon as reasonably practicable.
4. SALIENT DATES AND TIMES
The remaining salient dates and times relating to the finalisation and implementation of the
Scheme (“Timetable”) are set out hereunder for shareholders’ information and where
appropriate, action. Note that these have not changed from those set out in the Circular).
Words and expressions in the Timetable and notes thereto shall have the same meaning as
assigned to them in the Circular.
Action 2013
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 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. All times given in this announcement are local times in South Africa.
2. 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. All times given in this announcement are local times in the Republic of South Africa.
4. If the Scheme becomes operative, Shares may not be dematerialised or rematerialised after
the Scheme Last Day to Trade.
Centurion
19 November 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: 19/11/2013 01:57:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE').
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