AFGRI LIMITED - Update announcement: Acquisition by AgriGroupe of the issued share capital of AFGRI

Update announcement: Acquisition by AgriGroupe of the issued share capital of AFGRI

 AgriGroupe Holdings Proprietary Limited              AFGRI Limited
 (Incorporated in the Republic of South Africa)       (Incorporated in the Republic of South Africa)
 (Registration number 2013/013161/07)                 (Registration number 1995/004030/06)
 (“AgriGroupe”)                                       JSE Share Code: AFR ISIN: ZAE000040549
                                                      (“AFGRI”)




Update announcement: Acquisition by AgriGroupe of the issued share capital of AFGRI


Unless defined, terms used in this announcement shall bear the same meaning as per the circular
published by AFGRI on 22 October 2013 (“Circular”).


Shareholders are referred to the joint announcement released on the Stock Exchange News Service
of the JSE Limited ("SENS"), dated 19 November 2013, relating to the results of the general meeting
(“General Meeting Announcement”).


Further to this announcement, we wish to inform AFGRI shareholders that the Competition
Commission has recommended to the Competition Tribunal that it should approve the acquisition of
the entire issued share capital of AFGRI by AgriGroupe without any conditions.

The Competition Tribunal has confirmed that the matter has been set down for hearing on 6 March
2014 (“Competition Tribunal Hearing”). After the completion of the Competition Tribunal Hearing,
AFGRI shareholders will be advised on SENS of the outcome thereof and, if the transaction is
approved, of the salient dates for the implementation of the transaction , as the existing dates detailed
per the General Meeting Announcement are no longer applicable.


Shareholders are further advised that in terms of paragraph 4.2 of the Scheme Circular interest at the
Prime Rate accrues on the Scheme Consideration from 31 January 2014 up to and including the
Scheme Operative Date.


For further information with regards to the media release by the Competition Commission, AFGRI
shareholders are referred to the following website:

http://www.compcom.co.za/assets/Uploads/AttachedFiles/MyDocuments/Commission-recommends-
an-unconditional-approval-of-the-Afgri-merger.pdf



Centurion
12 February 2014


For all enquiries, please contact either:
AFGRI communications advisors:                 AgriGroupe communications advisors:
Edelman                                        Brunswick SA Limited
Rikus Delport                                  Gordon Letsoalo
012 346 2476                                   011 502 7300




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: 12/02/2014 09:50:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE'). 
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