AFGRI LIMITED - Finalisation announcement in respect of Scheme of Arrangement

Release Date: 07/03/2014 15:36
Code(s): AFR
 
Wrap Text
Finalisation announcement in respect of Scheme of Arrangement

 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”)


FINALISATION ANNOUNCEMENT IN RESPECT OF SCHEME OF ARRANGEMENT


1. FULFILMENT OF SCHEME CONDITIONS


Shareholders are referred to the circular issued by AFGRI to its shareholders on 22 October 2013
("Circular") in respect of a proposed scheme of arrangement in terms of section 114 of the
Companies Act 71 of 2008, as amended, in terms of which AgriGroupe will acquire all the issued
ordinary shares of AFGRI (other than those held by AFGRI's subsidiaries or share incentive trusts)
("Scheme") and the joint announcement released on the Stock Exchange News Service of the JSE
Limited ("SENS") dated 19 November 2013 which advised shareholders that all resolutions required
for the approval of the Scheme were passed by the requisite majority of AFGRI shareholders entitled
to vote at the scheme meeting convened on the same day. Unless defined, terms used in this
announcement shall bear the same meaning as set out in the Circular.


Further to this, AFGRI shareholders are advised that all the remaining conditions precedent to the
Scheme have been fulfilled, namely:


    1.1. the receipt by AFGRI of a consent from the Land and Agricultural Bank of South Africa;


    1.2. the receipt of the conditional approval in writing of the Competition Authorities for the
         Proposed Transaction, to the extent required in terms of the Competition Act, which
         conditions were acceptable to AFGRI and AgriGroupe,;


    1.3. the receipt of the unconditional approval in writing of the Namibian competition authority for
         the Proposed Transaction;


    1.4. the receipt of the approval in writing of the JSE for the delisting of AFGRI shares; and


    1.5. the issue of a compliance certificate in relation to the Proposed Transaction by the Takeover
         Regulation Panel.


Therefore all conditions precedent to the Scheme as detailed per the Circular have been fulfilled and
the Scheme is now unconditional. In terms of the Scheme, each AFGRI shareholder will receive
R7.10 (which includes any interest payable up until the Operative Date) for every AFGRI share held
(“Scheme Consideration”).


2. FINAL SALIENT DATES AND TIMES


The timetable for the finalisation and implementation of the transaction is as follows:


                                                                                         2014
 Fulfilment Date                                                                    Friday, 7 March 2014
 Finalisation announcement released on SENS                                         Friday, 7 March 2014
 Finalisation announcement published in the South African press                     Monday, 10 March 2014
 Last day to trade in Scheme Shares in order to be recorded in the                  Thursday, 20 March 2014
 Register on the Scheme Record Date (Scheme Last Day to Trade)
 Suspension of listing of Shares on the JSE                                         Monday, 24 March 2014
 Scheme Record Date on which Shareholders must be recorded in                       Friday, 28 March 2014
 the Register to receive the Scheme Consideration
 Operative Date of the Scheme                                                       Monday, 31 March 2014
 Scheme Consideration posted/paid to Certificated Shareholders                      Monday, 31 March 2014
 (provided their Forms of Surrender and Transfer are received on or
 prior to 12:00 on the Scheme Record Date) on or about
 Dematerialised Shareholders to have their accounts with their                      Monday, 31 March 2014
 CSDP or broker credited with the Scheme Consideration on or
 about
 Termination of listing of Shares at commencement of trade on the                   Tuesday, 1 April 2014
 JSE

Notes:
1. All times given in this announcement are local times in South Africa.
2. Shareholders who hold Shares on the Scheme Record Date (Friday, 28 March 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. Shares may not be dematerialised or rematerialised after the Scheme Last Day to Trade.




Centurion
7 March 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

Debt funder to AgriGroupe: Absa Bank Limited (acting through its Corporate and Investment Banking
division)

Date: 07/03/2014 03:36:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE'). 
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