AFGRI LIMITED - Results of Scheme Meeting

Release Date: 19/11/2013 13:57
Code(s): AFR
Wrap Text
Results of Scheme Meeting

Incorporated in the Republic of South Africa
Registration number 1995/004030/06
Share code AFR
ISIN: ZAE000040549
(“AFGRI” or the “Company”)



     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”).


     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.


     3.1. 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;

          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

     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.


     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
      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
      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


     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.

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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