THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

Transcription

1 THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION The definitions and interpretations commencing on page 4 of this Circular apply to this entire Document, including the cover page, except where the context indicates a contrary intention. This Document is important and should be read with particular attention to the section of this Circular entitled: Action required by Crookes Brothers Shareholders, which commences on page 3. If you are in any doubt as to the action you should take in relation to this Circular, please consult your CSDP, Broker, banker, attorney, accountant or other professional advisor immediately. DISCLAIMER: Crookes Brothers does not accept responsibility and will not be held liable for any failure on the part of the CSDP or Broker of a Dematerialised Shareholder to notify such Shareholder of the details of this Circular. The summary of the Exchange Control Regulations detailed in paragraph 11 of this Circular is intended only as a guide and is therefore not a comprehensive statement of the Exchange Control Regulations. Crookes Brothers Shareholders who are in any doubt as to the appropriate course of action to take should consult their professional advisors immediately. JURISDICTION All transactions arising from the provisions of this Circular and the Form of Instruction shall be governed by and be subject to the laws of South Africa. The Claw-back Offer may be affected by the laws of the relevant jurisdictions of foreign Shareholders. Such foreign Shareholders should inform themselves about and observe any applicable legal requirements of such jurisdictions in relation to all aspects of this Circular that may affect them, including the Claw-back Offer. It is the responsibility of any foreign Shareholder to satisfy himself/herself as to the full observation of the laws and regulatory requirements of the relevant jurisdiction in connection with the Clawback Offer, including the obtaining of any governmental, exchange control or other consent or the making of any filings which may be required, the compliance with other necessary formalities, and the payment of any issue, transfer or other taxes or requisite payments due in such jurisdiction. The Claw-back Offer is further subject to any other applicable laws and regulations, including the Exchange Control Regulations. Any foreign Shareholder who is in doubt as to his/her position, including without limitation his/her tax status, should consult an appropriate independent professional adviser in the relevant jurisdiction without delay. The rights that are represented by the Form of Instruction in respect of the Letters of Allocation are valuable and may be sold on the JSE. Letters of Allocation can, however, only be traded in Dematerialised form and accordingly, all Letters of Allocation have been issued in Dematerialised form. CROOKES BROTHERS LIMITED (Registration number 1913/000290/06) (Share code: CKS) (ISIN: ZAE ) (Incorporated in the Republic of South Africa) ( Crookes Brothers or the Company ) CIRCULAR TO CROOKES BROTHERS SHAREHOLDERS Regarding: a renounceable Claw-back Offer to Crookes Brothers Shareholders of Claw-back Shares with a par value of R0.25 per Share in the Share Capital of Crookes Brothers at a Claw-back Offer Price of R80 per Claw-back Share, in the ratio of Claw-back Shares for every 100 Crookes Brothers Shares held at the close of trade on the Claw-back Record Date, being Friday, 4 December 2015; and incorporating: a Form of Instruction in respect of a Letter of Allocation providing for the acceptance and/or renunciation and/or sale of all or part of the Claw-back Entitlement(s) embodied in the Letter of Allocation in terms thereof for the use of Certificated Shareholders only. CLAW-BACK OFFER OPENS AT 9:00 ON MONDAY, 7 DECEMBER 2015 CLAW-BACK OFFER CLOSES AT 12:00 ON FRIDAY, 18 DECEMBER 2015 Corporate Advisor and Sponsor Legal Advisor to Crookes Brothers Legal Advisor to Silverlands DATE OF ISSUE: Tuesday, 1 December 2015 Certificated Shareholders Tuesday, 8 December 2015 Dematerialised Shareholders This Circular is only available in English. Copies of this Circular may be obtained during business hours (8:30 to 16:30) at the registered office of the Company and from the office of the Corporate Advisor and Sponsor whose addresses are set out in the Corporate Information section of this Circular, from Tuesday, 1 December 2015, to Friday, 18 December 2015, or the Circular can be downloaded from the Company s website at from Tuesday, 1 December 2015.

2 CORPORATE INFORMATION DIRECTORS JR Barton (Chairman)** REGISTERED OFFICE OF THE COMPANY KwaShukela 170 Flanders Drive GS Clarke (Managing Director) Mount Edgecombe, 4300 PJ Barker (Financial Director) (PO Box 611, Mount Edgecombe, 4300) RGF Chance* TJ Crookes* TK Denton* JAF Hewat** P Mnganga** MT Rutherford** RE Stewart** G Vaughan-Smith* DATE AND PLACE OF INCORPORATION 1913, KwaZulu-Natal, South Africa ** Independent Non-executive * Non-executive CORPORATE ADVISOR AND SPONSOR COMPANY SECRETARY Sasfin Capital (a division of Sasfin Bank Limited) Highway Corporate Services Proprietary Limited (Registration number 1951/002280/06) (Registration number 2003/023043/07) 29 Scott Street, Waverley 14 Hillcrest Office Park Johannesburg, Old Main Road (PO Box 95104, Grant Park, 2051) Hillcrest, 3610 (PO Box 1319, Hillcrest, 3650) TRANSFER SECRETARIES LEGAL ADVISOR TO CROOKES BROTHERS Computershare Investor Services Proprietary Limited Norton Rose Fulbright South Africa Incorporated (Registration number 2004/003647/07) (Registration number 1984/003385/21) Ground Floor, 70 Marshall Street 3 Pencarrow Crescent Johannesburg, 2001 Pencarrow Park (PO Box 61051, Marshalltown, 2107) La Lucia Ridge, 4051 (PO Box 5003, Pencarrow Park, 4019) LEGAL ADVISOR TO SILVERLANDS Cliffe Dekker Hofmeyr Incorporated (Registration number 2008/018923/21) 1 Protea Place, Corner of Fredman & Protea Place, Sandton Johannesburg, 2196 (Private Bag X40, Benmore, 2010)

3 TABLE OF CONTENTS Page CORPORATE INFORMATION Inside front cover SALIENT DATES AND TIMES OF THE CLAW-BACK OFFER 2 ACTION REQUIRED BY CROOKES BROTHERS SHAREHOLDERS 3 DEFINITIONS AND INTERPRETATIONS 4 CIRCULAR TO CROOKES BROTHERS SHAREHOLDERS 7 1. Introduction and background 7 2. Rationale for the Silversands Share Issue and the Claw-back Offer and the intended use of the proceeds of the Silversands Share Issue and the Claw-back Offer 8 3. Terms of the Claw-back Offer 8 4. Prospects of the Company 9 5. Directors 9 6. Major and controlling Shareholders 9 7. JSE listings 9 8. Share capital of the Company 9 9. Claw-back Entitlement Procedure for the acceptance, renunciation and sale of Claw-back Entitlements Exchange Control Regulations Tax consequences of the Claw-back Offer Jurisdiction Opinions and Recommendations Directors responsibility statement Litigation statement Corporate governance Material contracts Expenses relating to the Waiver and the Claw-back Offer Experts Consents Documents available for inspection 14 ANNEXURE 1 Table of Entitlement 15 ANNEXURE 2 Corporate Governance Report, which is incorporated by reference in accordance with paragraph of the Listings Requirements 16 ANNEXURE 3 Information on the Directors 17 ANNEXURE 4 Share trading history of Crookes Brothers Shares 20 Form of Instruction for a Certificated Shareholder in respect of a Letter of Allocation Enclosed 1

4 SALIENT DATES AND TIMES OF THE CLAW-BACK OFFER 2015 Claw-back Offer Declaration and Finalisation Announcement published on SENS on Summarised Claw-back Offer Declaration and Finalisation Announcement published in the South African press on Last day to trade in Crookes Brothers Shares in order to qualify to participate in the Claw-back Offer (cum Entitlement) on Crookes Brothers Shares trade ex the Claw-back Entitlement from commencement of trade on Listing and trading of Letters of Allocation on the JSE under the JSE code CKSN and ISIN ZAE from the commencement of trade on Circular and Form of Instruction posted to Certificated Shareholders on Record date for Shareholders to participate in the Claw-back Offer Claw-back Offer opens at 9:00 on Letters of Allocation credited to an electronic account held at the Transfer Secretaries in respect of Certificated Shareholders on CSDP or Broker accounts credited with Claw-back Entitlements in respect of holders of Dematerialised Shares on Circular distributed to Dematerialised Shareholders on Last day for trading in Letters of Allocation on the JSE on Listing and trading of the Claw-back Shares commences on the JSE at 9:00 on Claw-back Offer closes at 12:00 on Payment to be made and Forms of Instruction to be lodged by 12:00 on (see note 4) Record date for Letters of Allocation Share certificates posted to Certificated Shareholders to the extent accepted on or about Dematerialised Shareholders accounts updated with Claw-back Shares to the extent accepted on Silverlands Subscription Shares issued to Silverlands free of delivery on Results of the Claw-back Offer published on SENS on Friday, 20 November Monday, 23 November Friday, 27 November Monday, 30 November Monday, 30 November Tuesday, 1 December Friday, 4 December Monday, 7 December Monday, 7 December Monday, 7 December Tuesday, 8 December Thursday, 10 December Friday, 11 December Friday, 18 December Friday, 18 December Friday, 18 December Monday, 21 December Monday, 21 December Monday, 21 December Monday, 21 December Notes: 1. The definitions and interpretations commencing on page 4 of this Circular apply mutatis mutandis to this section. 2. Dematerialised Shareholders are required to notify their duly appointed CSDP or Broker of their acceptance or otherwise of the Claw-back Offer in the manner and time stipulated in the Custody Agreement governing the relationship between such Shareholder and their CSDP or Broker. 3. All times indicated are South African times unless otherwise stated. 4. Share certificates may not be Dematerialised or rematerialised between Monday, 30 November 2015, and Friday, 4 December 2015, both dates inclusive. 5. Dematerialised Shareholders will have their accounts at their CSDP or broker credited with their Claw-back Entitlements on Monday, 7 December. Certificated Shareholders will have their Claw-back Entitlements generated in electronic form and held at Computershare on Monday, 7 December The CSDP/Broker accounts of Dematerialised Shareholders will be automatically credited with new Crookes Brothers Shares to the extent to which they have accepted the Claw-back Offer. Crookes Brothers Share certificates will be posted, by registered post at the Shareholder s risk, to Certificated Shareholders in respect of the Claw-back Shares which have been accepted. 2

5 ACTION REQUIRED BY CROOKES BROTHERS SHAREHOLDERS The definitions and interpretations commencing on page 4 of this Circular apply to this section. 1. DEMATERIALISED SHAREHOLDERS If you hold Crookes Brothers Shares in Dematerialised form (including where you have elected Own-name Registration) you will not receive a printed Form of Instruction. Your CSDP or Broker will contact you to ascertain: whether you wish to follow all or some of your Claw-back Entitlements; whether you wish your CSDP or Broker to endeavour to procure the sale of your Claw-back Entitlements on the JSE on your behalf and, if so, in respect of how many rights; whether you wish to renounce your Claw-back Entitlements and, if so, how many Entitlements you wish to renounce and the details of the renouncee; or whether you wish for your Entitlements in respect of the Claw-back Offer to lapse. Your CSDP or Broker will credit your account with the Entitlements arising from the Claw-back Offer. If you do not hear from your CSDP or Broker, you should contact them and furnish them with your instructions. If your CSDP or Broker does not obtain instructions from you, they will be obliged to act in terms of the Custody Agreement. 2. CERTIFICATED SHAREHOLDERS A Form of Instruction is enclosed for use by Certificated Shareholders only. The Entitlements in respect of such Form of Instruction are renounceable and can be sold on the JSE. If you hold Certificated Shares and you wish to subscribe for some or all of the Claw-back Shares allocated to you, you must complete the Form of Instruction enclosed herewith in accordance with the instructions contained therein and lodge it, together with payment for the amount due in respect thereof, with the Transfer Secretaries, whose details are set out on the inside front cover of this Circular, by not later than 12:00 on Friday, 18 December If you do not wish to subscribe for all or some of the Claw-back Shares allocated to you, you may sell or renounce your Clawback Entitlements or allow them to lapse. In such event, you must complete the relevant section of the Form of Instruction and return it to the Transfer Secretaries to be received not later than 12:00 on Thursday, 10 December 2015, if you wish to sell, and by no later than 12:00 on Friday, 18 December 2015, if you renounce your Entitlements. If you intend to allow your Entitlements to lapse, you need not take any action. 3. IF YOU HAVE DISPOSED OF YOUR CROOKES BROTHERS SHARES If you have disposed of your Crookes Brothers Shares, please forward this Circular to the purchaser of such Shares or to the Broker or agent through whom the disposal was effected. Note: If you are in any doubt as to the action you should take, please consult your CSDP, Broker, banker, legal advisor, accountant or other professional advisor immediately. Crookes Brothers does not accept responsibility and will not be held liable for any failure on the part of the CSDP or Broker of a Dematerialised Shareholder to notify such Shareholder of the Claw-back Offer. 3

6 DEFINITIONS AND INTERPRETATIONS In this Circular, unless otherwise stated or the context otherwise clearly indicates, the words in the first column shall have the meaning stated opposite them in the second column. Words in the singular shall include the plural and vice versa, words signifying any one gender shall include the other genders and references to natural persons shall include juristic persons and associations of persons: the Act or Companies Act Broker Certificated Shareholders Certificated Shares this Circular or this Document Claw-back Offer Claw-back Offer Declaration and Finalisation Announcement Claw-back Offer Price Claw-back Record Date Claw-back Shares Common Monetary Area Companies Regulations Corporate Advisor and Sponsor or Sasfin Crookes Brothers or the Company Crookes Brothers Shareholders or Shareholders Crookes Brothers Shares or ordinary Shares or Shares CSDP Custody Agreement Dematerialisation the Companies Act, No. 71 of 2008, as amended; any person registered as a broking member (equities) in terms of the rules of the JSE made in accordance with the provisions of the Financial Markets Act; holders of Certificated Shares; Shares which are not Dematerialised, title to which is represented by physical Documents of Title; this circular, issued on Tuesday, 1 December 2015 (in respect of Certificated Shareholders) and Tuesday, 8 December 2015 (in respect of Dematerialised Shareholders), including the Form of Instruction for Certificated Shareholders and the Annexures thereto; as set out in this Circular and subject to the terms thereof, the claw-back offer by Crookes Brothers to the Claw-back Record Date Shareholders to claw back their pro rata portion of the Claw-back Shares (based on their holdings of Crookes Brothers Shares on the Claw-back Record Date) and which claw back will enable them to maintain, should they elect to fully take up the Claw-back Offer, their current percentage shareholding in Crookes Brothers; the Claw-back Offer Declaration and Finalisation announcement published by the Company on SENS on Friday, 20 November 2015, in terms of which the salient details of the Claw-back Offer were communicated to the market; the price at which the Claw-back Record Date Shareholders can claw back and subscribe for Clawback Shares in terms of the Claw-back Offer, being R80 per Claw-back Share; the record date for Shareholders to participate in the Claw-back Offer, being the close of trade on Friday, 4 December 2015; Crookes Brothers Shares which can be subscribed for by the Claw-back Record Date Shareholders in terms of the Claw-back Offer; South Africa, the Republic of Namibia and the Kingdoms of Lesotho and Swaziland; the regulations promulgated by the Minister in terms of section 223 of the Companies Act; Sasfin Capital (a division of Sasfin Bank Limited) (Registration number 1951/002280/06), a public company duly incorporated and registered with limited liability under the company laws of South Africa (and licensed as a Bank in terms of the Banks Act, No 94 of 1990, as amended); Crookes Brothers Limited (Registration number 1913/000290/06), a public company duly incorporated and registered with limited liability under the company laws of South Africa, the ordinary Shares of which are listed on the main board of the JSE; registered holders of Crookes Brothers Shares; ordinary shares in the capital of Crookes Brothers with a par value of R0.25 each; Central Securities Depository Participant as defined in Section 1 of the Financial Markets Act appointed by an individual Shareholder for the purposes of, and in regard to the Dematerialisation of Documents of Title for the purposes of incorporation into Strate; the agreement which regulates the relationship between the CSDP or Broker and each beneficial holder of Dematerialised Shares; the process by which Certificated Shares are converted to an electronic form and recorded in the subregister of Shareholders maintained by a CSDP; Dematerialised Shareholders holders of Dematerialised Shares; Dematerialised Shares Shares which have been incorporated into Strate and which are no longer evidenced by physical Documents of Title, but the evidence of ownership of which is determined electronically and recorded in the sub-register maintained by a CSDP; the Directors or the Board board of directors of Crookes Brothers, whose names are set out on page 7 of this Circular; Documents of Title Share certificates, certified transfer deeds, balance receipts or any other documents of title in respect of Certificated Shares; 4

7 EFT Emigrants Entitlement or Claw-back Entitlement(s) Exchange Control Regulations Financial Markets Act Form of Instruction General Meeting the Group IFRS Independent Board electronic funds transfer; former residents of the Common Monetary Area; a Shareholder s entitlement to subscribe for Claw-back Shares in the ratio of Claw-back Shares for every 100 ordinary Shares held on the Claw-back Record Date, which Entitlement arises as a result of the Claw-back Offer; the Exchange Control Regulations, 1961 as amended; the Financial Markets Act, No 19 of 2012, as amended; the Form of Instruction (attached to this Circular in the case of Certificated Shareholders) in respect of the Letters of Allocation reflecting the Claw-back Entitlement(s) of Certificated Shareholders and on which Certificated Shareholders are required to indicate whether they wish to take up, sell or renounce their Claw-back Entitlement; the general meeting of Crookes Brothers Shareholders held at 14:00 on Thursday, 30 July 2015, during which meeting the Independent Shareholders, amongst other things, approved the Waiver of the Mandatory Offer; Crookes Brothers, its Subsidiaries and any other company which is directly or indirectly controlled or jointly controlled by Crookes Brothers from time to time; International Financial Reporting Standards as issued by the International Accounting Standards Board; the Independent Board Members acting as the independent board for purposes of the Companies Act and Takeover Regulations; Independent Board Members being the independent Directors in terms of Takeover Regulations 81 and 108(9), which members were Messrs. JAF Hewat, MT Rutherford and RE Stewart; Independent Shareholders JSE JSE Limited Last Practicable Date Legal Advisor to Crookes Brothers or Norton Rose Letter/s of Allocation or LA s Listings Requirements Mandatory Offer Minister MOI Obligatory Offer Obligatory Offer Agreement Crookes Brothers Shareholders who are independent from Silverlands and any related or inter-related person or persons acting in concert with any of them; the stock exchange operated by JSE Limited; JSE Limited (Registration number 2005/022939/06), a public company duly incorporated and registered with limited liability under the company laws of South Africa (and licensed as an exchange under the Financial Markets Act); 16 November 2015, being the last practicable date prior to the finalisation of this Circular; Norton Rose Fulbright South Africa Incorporated (Registration number 1984/003385/21), a company duly incorporated in accordance with the laws of South Africa; renounceable (nil paid) letters of allocation to be issued to Crookes Brothers Shareholders pursuant to the Claw-back Offer, conferring a Claw-back Entitlement(s) on the holder to subscribe for Claw-back Shares in terms of the Claw-back Offer; the JSE Listings Requirements; the potential mandatory offer that would be required to be made by Silverlands to the Independent Shareholders, in terms of section 123 of the Companies Act, to acquire all of the Crookes Brothers Shares in issue held by the Independent Shareholders in the event that, pursuant to the Silverlands Share Issue and the Claw-back Offer, Silverlands acquires a beneficial interest in the voting rights in Crookes Brothers, equal to or more than the Prescribed Percentage; the member of the cabinet who is responsible for companies; the memorandum of incorporation of Crookes Brothers; subject to the further terms of the Obligatory Offer Agreement, the offer to be made by Silverlands in terms of the Obligatory Offer Agreement to the Independent Shareholders to acquire their Shares in the event that Silverlands, together with any related or inter-related person, and any person acting in concert with any of them, at any time after the implementation of the Claw-back Offer and Silverlands Share Issue, increases its beneficial interest in the voting rights of Crookes Brothers to, or above, 45% of all the voting rights in the Company; the obligatory offer agreement entered into between Crookes Brothers and Silverlands on 24 June 2015, which sets out the terms and conditions applicable to the Obligatory Offer and the circumstances under which it is to be made; Own-name Registration or Own-name Registered Dematerialised Shareholders Dematerialised Shareholders who have registered their Shares in their own-name with a CSDP or Broker in terms of the Financial Markets Act; 5

8 Prescribed Percentage Register Reinstatement and Addendum Agreement SENS Share Capital Silverlands the Silverlands Share Issue Silverlands Subscription Shares South Africa Strate Subscription Agreement Subscription Price Subsidiary(ies) Takeover Regulations the TR Panel or TRP Transfer Secretaries or Computershare VAT VWAP Waiver or Waiver of the Mandatory Offer Waiver Announcement Waiver Circular ZAR or Rand or R the percentage prescribed in terms of section 123(5) of the Companies Act, which percentage is currently 35% of the voting securities of a company; the Crookes Brothers share register, including sub-registers maintained by the Transfer Secretaries; the Reinstatement and Addendum to the Subscription Agreement entered into between Silverlands and Crookes Brothers on 1 October 2015, reinstating the Subscription Agreement in order that the date for the fulfilment of certain outstanding conditions precedent could be extended and to amend the timing of the payment by Silverlands of the R215 million it has committed to pay and also to provide for the refund to it of the amount that remains after the Claw-back Offer; the Stock Exchange News Service, the news service of the JSE; authorised ordinary Shares with a par value of R0.25 each of which Shares have already been issued as at the date of this Document; Silverlands (SA) Plantations S.ár.l, a société à responsabilité limitée incorporated and registered with limited liability under the laws of the Grand Duchy of Luxembourg, whose registration number is B171996, a wholly-owned Subsidiary of SilverStreet Private Equity Strategies SICAR Silverlands Fund, a private equity fund incorporated in Luxembourg and a material Shareholder of Crookes Brothers; the issue and allotment to Silverlands of all of the Silverlands Subscription Shares at the Claw-back Offer Price per Silverlands Subscription Share; those Claw-back Shares not issued pursuant to the Claw-back Offer; the Republic of South Africa; the settlement and clearing system used by the JSE, managed by Strate Proprietary Limited (Registration number 1998/022242/07), a private company duly incorporated and registered with limited liability in accordance with the company laws of South Africa and a CSDP registered in terms of the Financial Markets Act; the Subscription for Shares and Claw-back Rights Offer Agreement entered into between Silverlands and Crookes Brothers on 24 June 2015 containing the terms and conditions of the Silverlands Share Issue and the Claw-back Offer; the subscription price per Silverlands Subscription Share payable by Silverlands to the Company pursuant to the Silverlands Share Issue, which amount is equal to the Claw-back Offer Price; a subsidiary, as defined in section 3 of the Companies Act; the regulations made by the Minister in terms of sections 120 and 223 of the Companies Act; the Takeover Regulations Panel, established in terms of section 196 of the Companies Act; Computershare Investor Services Proprietary Limited (Registration number 2004/003647/07), a private company duly incorporated and registered with limited liability under the company laws of South Africa, being the transfer secretaries of Crookes Brothers; value-added tax; volume weighted average price; the waiver by the Independent Shareholders of the right to receive the Mandatory Offer in terms of Regulation 86(4) of the Companies Regulations, of which details were set out in the Waiver Circular; the Waiver of Mandatory Offer, subsequent capital raising and withdrawal of cautionary announcement published by the Company on SENS on Thursday, 25 June 2015, in terms of which the salient details of the Silverlands Share Issue, the Claw-back Offer and the Waiver of Mandatory Offer were communicated to the market; the circular sent to Shareholders, on Thursday, 2 July 2015, which set out the initial terms of the Silverlands Share Issue, the Claw-back Offer and the notice of the General Meeting; and South African Rand. 6

9 CROOKES BROTHERS LIMITED (Registration number 1913/000290/06) (Share code: CKS) (ISIN: ZAE ) (Incorporated in the Republic of South Africa) ( Crookes Brothers or the Company ) DIRECTORS JR Barton (Chairman)** GS Clarke (Managing Director) PJ Barker (Financial Director) RGF Chance* TJ Crookes* TK Denton* JAF Hewat** P Mnganga** MT Rutherford** RE Stewart** G Vaughan-Smith* ** Independent, Non-executive * Non-executive CIRCULAR TO CROOKES BROTHERS SHAREHOLDERS 1. INTRODUCTION AND BACKGROUND 1.1. Crookes Brothers is a South African public company with agricultural operations in the KwaZulu-Natal, Mpumalanga and Western Cape provinces of South Africa, as well as in the Kingdom of Swaziland and the Republics of Zambia and Mozambique. The Group specialises in the production of primary agricultural products. The Company listed on the main board of the JSE in In the Waiver Announcement, Shareholders were advised, amongst other things that: in order for the Company to raise R215 million to fund its growth strategy in Sub-Saharan Africa, Silverlands, a material Shareholder of Crookes Brothers, has agreed, pursuant to the Subscription Agreement, to subscribe for Crookes Brothers Shares at an issue price of R80 per Share; the Silverlands Share Issue will be implemented by way of a claw-back offer. In terms of the Claw-back Offer, prior to issuing the Shares subscribed for by Silverlands in the Silverlands Share Issue, Shareholders will be afforded the opportunity to claw back (or subscribe for) their pro rata portion of the Claw-back Shares, at the same price per Clawback Share as the Silverlands Subscription Shares will be issued to Silverlands; the Silverlands Share Issue may result in Silverlands being able to exercise voting rights equal to or in excess of the Prescribed Percentage and, as such, in these circumstances, Silverlands would be required to offer to purchase all of the Shares held by the Independent Shareholders. It was, therefore, a condition to the Silverlands Share Issue that the Independent Shareholders waive Silverlands obligation/their rights to receive the Mandatory Offer; and Silverlands and the Company have concluded the Obligatory Offer Agreement, in terms of which (amongst other things), and as comfort to the Independent Shareholders in adopting the Waiver, Silverlands will be required to make an Obligatory Offer in the event that Silverlands holdings of voting rights in the Company exceeds 45% of all the voting rights in Crookes Brothers. Full details of the Obligatory Offer and the Obligatory Offer Agreement have been included in the Waiver Circular which is open for inspection in terms of paragraph 21 of this Circular On Thursday, 2 July 2015, Crookes Brothers issued the Waiver Circular to Shareholders for the approval of among other things, the Waiver of Mandatory Offer Shareholders were advised on 11 August 2015 that the Waiver of Mandatory Offer was approved by the requisite majority of Shareholders at the General Meeting, and that the Company would accordingly proceed with the Claw-back Offer The Subscription Price of R80 represents a premium of 23.67% to the 30 day VWAP of the Company s Shares on the JSE up to and including Wednesday, 24 June 2015, of R64.69, being the day before the date of the publication of the Waiver Announcement The enclosed Form of Instruction in respect of the Letters of Allocation contains details of the Claw-back Entitlement to which Certificated Shareholders are entitled, as well as the procedures for acceptance, sale or renunciation of that Claw-back Entitlement. 7

10 1.7. Dematerialised Shareholders will be advised by their CSDP or Broker of the Claw-back Entitlement to which they are entitled as well as the procedure for acceptance, sale or renunciation (as the case may be) of the Claw-back Entitlement Upon allotment and issue, the Claw-back Shares will rank pari passu in all respects, including dividends, with the existing ordinary Shares in issue The purpose of this Circular is to furnish Shareholders with relevant information relating to the Claw-back Offer and the implications thereof in accordance with the Listings Requirements and the Companies Act. 2. RATIONALE FOR THE SILVERSANDS SHARE ISSUE AND THE CLAW-BACK OFFER AND THE INTENDED USE OF THE PROCEEDS OF THE SILVERSANDS SHARE ISSUE AND THE CLAW-BACK OFFER 2.1. The Board has proposed that the Company be capitalised by way of the Silverlands Share Issue and the Claw-back Offer in terms of which Silverlands has undertaken to subscribe for Crookes Brothers Shares and Shareholders will have the right to subscribe for their pro rata share of the Claw-back Shares (or part thereof) upon the same terms as the Silverlands Share Issue, within a defined period of time, so as to enable them to maintain, should they so elect, their current percentage shareholding in Crookes Brothers The rationale for the Silverlands Share Issue and the Claw-back Offer is to raise R215 million in order for the Company to realise, among other things, the following long and short-term goals: the retirement of up to R100 million in debt; the completion of Phase 1 of the Company s Renishaw Property Development project, which project will require capital expenditure of approximately R70 million; and the completion of the Company s Murrimo Macadamia Development project, which project will require capital expenditure of approximately R40 million The Silverlands Share Issue and Claw-back Offer will provide a capital injection of R215 million for the Company enabling it to pursue its strategy for growth in Sub-Saharan Africa and will result in enhanced value for Shareholders Pursuant to the Waiver Circular, the resolutions relating to the following were duly passed at the General Meeting: the Waiver of the Mandatory Offer; and authorisation of the Board to issue Crookes Brothers Shares to its Shareholders in accordance with the Claw-back Offer and the Silverlands Share Issue The passing of the aforementioned resolutions were required to enable the Company to effect the Subscription Agreement and the Obligatory Offer Agreement and to pursue the Silverlands Share Issue and the Claw-back Offer as contemplated in this Circular In addition to the above, the TR Panel has approved the Waiver of the Mandatory Offer. 3. TERMS OF THE CLAW-BACK OFFER 3.1. Particulars of the Claw-back Offer All Shareholders (including Silverlands) and/or their renouncees will be offered the right to claw-back (i.e. subscribe for) their pro rata portion (based on their holdings of Crookes Brothers Shares on the Claw-back Record Date), by way of a renounceable Claw-back Offer, of the Claw-back Shares. The Claw-back Shares will be offered to Shareholders on the same terms as the Silverlands Subscription Shares were offered to Silverlands; namely, but subject to the terms and conditions set out in this Circular, a total of Crookes Brothers Shares will be offered in the Claw-back Offer at a Claw-back Offer Price of R80 per Share. The Shareholders will not be obliged to take up their full allocation of Claw-back Shares, and may take up a part only The Claw-back Offer Price will be payable in ZAR and in full upon acceptance by Certificated Shareholders, or on a delivery versus payment basis by the CSDP or Broker of Dematerialised Shareholders who have accepted the Claw-back Offer The Claw-back Offer Price represents a premium of 31.6% to R60.79, being the 30 day VWAP of the Company s Shares on the JSE up to and including Friday, 13 November, being the day before the Last Practicable Date Holders of Dematerialised Shares who wish to accept the Claw-back Offer should ensure that the necessary funds are deposited with the relevant CSDP or Broker Shareholders (recorded in the Register at the close of trade on the Claw-back Record Date) or their renouncees in terms of the Claw-back Offer will be entitled to participate in the Claw-back Offer. The Letters of Allocation may only be traded in Dematerialised form and, accordingly, Crookes Brothers has issued all Letters of Allocation in Dematerialised form Opening and closing dates of the Claw-back Offer This Circular will be issued to Certificated Shareholders on Tuesday, 1 December 2015, and to Dematerialised Shareholders on Tuesday, 8 December 2015, and the Claw-back Offer will open at the commencement of trade on Monday, 7 December 2015, and will close at 12:00 on Friday, 18 December Excess applications Shareholders are entitled to accept the Claw-back Offer in respect of all or part of their Entitlement but are not entitled to accept the Claw-back Offer in respect of more than their Entitlement. 8

11 4. PROSPECTS OF THE COMPANY Despite the decline in headline earnings recorded in the past financial year, which was caused mainly by a dramatic decline in the Swazi sugar price, the Group s prospects for the medium-term are exciting. Following the substantial replanting of deciduous orchards undertaken in recent years, production and profit from that division are expected to increase substantially in the next few years. The first production from the Mozambican macadamia project is anticipated in 2017 and final approvals for the commercial and residential development of the Renishaw farm are imminent. The capital raised pursuant to the Subscription Agreement will enable the Group to undertake several projects, including the Renishaw development, which offer excellent potential returns. 5. DIRECTORS Details of the Directors, including remuneration and Director s interests are set out in Annexure 3 to this Circular. 6. MAJOR AND CONTROLLING SHAREHOLDERS 6.1. Set out below are the names of those Shareholders that, directly or indirectly, are beneficially interested in 5% or more of the total Shares in the Company in issue at the Last Practicable Date: SHAREHOLDER NUMBER OF SHARES HELD PERCENTAGE OF SHARES IN ISSUE 1 % Silverlands (SA) Plantations Sarl Ellingham Estate (Pty) Ltd TCB Crookes Brothers Grandchildren s Trust TOTAL Note: 1. Based on Shares in issue as at the Last Practicable Date Insofar as the Directors are aware, no other Shareholder will hold, directly or indirectly, 5% or more of the issued Share Capital following the Claw-back Offer A table showing the trading history of Crookes Brothers Shares on the JSE is set out in Annexure 4 to this Circular. 7. JSE LISTINGS 7.1. The JSE Limited has granted listings for the Letters of Allocation and the Claw-back Shares as follows: Letters of Allocation from the commencement of trade on Monday, 30 November 2015, until the close of trade on Thursday, 10 December 2015; and Claw-back Shares from the commencement of trade on Friday, 11 December As, on the basis of the Silverlands Share Issue, the Claw-back Offer is fully subscribed, no minimum subscription is required. 8. SHARE CAPITAL OF THE COMPANY The authorised Share Capital and issued Share Capital of Crookes Brothers, before and after the Claw-back Offer and Silverlands Share Issue, will be as follows: BEFORE THE CLAW-BACK OFFER AND SILVERLANDS SHARE ISSUE: R 000 Authorised: Shares of R0.25 each Issued: Shares of R0.25 each Share premium AFTER THE CLAW-BACK OFFER AND SILVERLANDS SHARE ISSUE: Authorised: Shares of R0.25 each Issued: Shares of R0.25 each Share premium Note: 1. Crookes Brothers does not hold any Shares in treasury. 9

12 9. CLAW-BACK ENTITLEMENT 9.1. Crookes Brothers Shareholders will receive the right to subscribe for new Crookes Brothers Shares for every 100 Shares held on the Claw-back Record Date being Friday, 4 December The Shareholders will not be obliged to take up their full allocation of Claw-back Shares, and may take up a part only Crookes Brothers Shareholders are entitled to participate in the Claw-back Offer in accordance with Annexure 1 to this Circular The allocation of Claw-back Shares will be such that Shareholders will not be allocated a fraction of a Claw-back Share and as such, any Entitlement to receive a fraction of a Claw-back Shares which: is less than one-half of a Claw-back Share, will be rounded down to the nearest whole number; and is equal to or greater than one-half of a Claw-back Share will be rounded up to the nearest whole number Certificated Shareholders will have their Claw-back Entitlements credited to a nominee account in electronic form, which will be administered by the Transfer Secretaries on their behalf. The enclosed Form of Instruction reflects the number of Shares for which the Certificated Shareholder is entitled to subscribe. The procedure to be followed by Certificated Shareholders for the acceptance, sale or renunciation of their Claw-back Entitlements is reflected on the Form of Instruction Dematerialised Shareholders will have their Claw-back Entitlements to subscribe for Claw-back Shares credited in electronic form to their account held by their appointed CSDP or Broker. The CSDP or Broker will advise Dematerialised Shareholders of the procedure to be followed and the timing for the acceptance, sale, renunciation or lapsing of such Claw-back Entitlements The Letters of Allocation are negotiable and can be traded on the JSE. 10. PROCEDURE FOR THE ACCEPTANCE, RENUNCIATION AND SALE OF CLAW-BACK ENTITLEMENTS Certificated Shareholders The Claw-back Entitlement of Certificated Shareholders will be credited to an account in electronic form, which will be administered by the Transfer Secretaries on their behalf. The enclosed Form of Instruction reflects the number of Claw-back Shares for which the Certificated Shareholder are entitled to subscribe. Any instruction by Certificated Shareholders to accept, sell or renounce all or part of the Claw-back Shares allocated to them may only be made by means of the Form of Instruction Acceptance Full details of the procedure for acceptance of the Claw-back Offer by Certificated Shareholders are contained in the Form of Instruction enclosed with this Circular. It should be noted that: acceptances are irrevocable and may not be withdrawn; acceptances may be made only by means of the Form of Instruction; any instruction to sell or renounce all or part of the Claw-back Shares may only be made by means of the Form of Instruction; the properly completed Form of Instruction and a banker s draft or cheque in ZAR crossed not transferable and or bearer deleted in payment of the Claw-back Offer Price payable for the relevant Claw-back Shares must be received by the Transfer Secretaries at either of the addresses referred to in paragraph by not later than 12:00 on Friday, 18 December No late postal acceptances will be accepted; the Form of Instruction to take up the Claw-back Entitlement in question will be regarded as complete only when the cheque or banker s draft has been cleared for payment; such payment will constitute an irrevocable acceptance of the Claw-back Offer upon the terms and conditions set out in this Circular and in the Form of Instruction once the banker s draft or cheque has been cleared for payment; if any Form of Instruction is not received as set out above, the Claw-back Offer will be deemed to have been declined and the Claw-back Entitlement to subscribe for the Claw-back Shares in terms of the Form of Instruction will lapse regardless of who holds it; and no acknowledgement of receipt will be given for a cheque or banker s draft received in respect of the Clawback Offer Renunciation or sale of Claw-back Entitlement Crookes Brothers has issued the LA s in Dematerialised form and the electronic record for Certificated Shareholders is being maintained by the Transfer Secretaries The LA s to which the Form of Instruction relates are negotiable and can be traded on the JSE Certificated Shareholders who do not wish to subscribe for all, or some of the Claw-back Shares allocated to them as reflected in the Form of Instruction, may sell, renounce or allow their Claw-back Entitlement to lapse In addition, Certificated Shareholders who wish to sell the Claw-back Entitlement allocated to them as reflected in the Form of Instruction must complete the relevant section of the Form of Instruction and return it to the Transfer Secretaries in accordance with the instructions contained therein, to be received by not later than 12:00 on Thursday, 10 December

13 The Transfer Secretaries will endeavour to procure the sale of the Claw-back Entitlement on the JSE on behalf of such Certificated Shareholders and will remit the proceeds in accordance with the payment instructions reflected in the Form of Instruction, net of brokerage charges and associated expenses. Neither the Transfer Secretaries nor the Company nor any Broker appointed by either of them will have any obligation or be responsible for any loss or damage whatsoever in relation to or arising out of the timing of such sales, the price obtained or any failure to sell such Claw-back Entitlement. References in this paragraph to a Certificated Shareholder include references to the person or persons executing the Form of Instruction and any person or persons on whose behalf such person or persons executing the Form of Instruction is/are acting and in the event of more than one person executing the Form of Instruction, the provisions of this paragraph shall apply to them, jointly and severally Certificated Shareholders who do not wish to sell the Claw-back Entitlement allocated to them as reflected in the Form of Instruction, and who do not wish to subscribe for the Claw-back Shares offered in terms of the Form of Instruction but who wish to renounce their Claw-back Entitlement, should complete the relevant section of the Form of Instruction and return it to the Transfer Secretaries in accordance with the instructions contained therein, to be received by no later than 12:00 on Friday, 18 December Certificated Shareholders who wish to subscribe for only a portion of the Claw-back Entitlement allocated to them must indicate on the Form of Instruction the number of Claw-back Shares for which they wish to subscribe Certificated Shareholders wishing to sell their Claw-back Entitlement will be liable to pay the Transfer Secretaries an amount of R (one hundred and fifty four Rand and forty eight cents) (all inclusive) for trades having a value of less than or equal to R and an amount equal to R (one hundred and fifty four Rand and forty eight cents) plus 0.35% of the value of the trades, plus VAT for trades with a value of R (forty thousand Rand) or more Payment Currency: The amount due on acceptance of the Claw-back Offer is payable in ZAR Payment terms: A banker s draft drawn on a registered bank or a cheque drawn on a South African bank (either of which should be crossed and marked not transferable and, in the case of a cheque, with the words or bearer deleted) in favour of Crookes Brothers Limited Claw-back Offer in respect of the amount due, together with a properly completed Form of Instruction, must be lodged by Certificated Shareholders and/or their renouncees by no later than 12:00 on Friday, 18 December 2015, in accordance with the instructions contained in the Form of Instruction and clearly marked Crookes Brothers Limited Claw-back Offer. By hand to: Computershare Investor Services Proprietary Limited Ground Floor, 70 Marshall Street Johannesburg 2001 or sent by post, at the risk of the Shareholder or renouncee concerned, to: Computershare Investor Services Proprietary Limited PO Box Marshalltown 2107 All cheques or banker s drafts received by the Transfer Secretaries will be deposited immediately for payment. In the event that any cheque or banker s draft is dishonored, Crookes Brothers, in its sole discretion, may treat the relevant acceptance as void or may tender delivery of the relevant Claw-back Shares to which it relates against payment in cash of the Subscription Price for such Claw-back Shares. Or EFT: EFTs will be accepted. In this regard Shareholders should contact the Transfer Secretaries call centre Corporate Actions on to obtain banking details and a reference number for the deposits. Forms of Instruction and proof of EFT payments may be faxed to or ed to corporate.events@computershare.co.za. Shareholders should note that the aforementioned is only in respect of the subscription for Claw-back Entitlements and not for the disposing of any Claw-back Entitlements. Computershare will not be responsible for any loss and/or damage whatsoever in relation to or arising from the late and/or non-receipt of faxed or ed Forms of Instruction or owing to any Forms of Instruction being sent to any other facsimile number of address other than those provided above. Forms of Instruction shall be deemed to be received on the date reflected in Computershare s electronic or facsimile systems. Notwithstanding anything to the contrary, it is the Shareholder s responsibility to ensure that their Forms of Instruction is received by Computershare. 11

14 Share certificates Where applicable, share certificates in respect of Claw-back Shares will be posted, by registered post, by the Transfer Secretaries, at the risk of the Certificated Shareholders concerned, on or about Monday, 21 December As Crookes Brothers uses the certified transfer deeds and other temporary Documents of Title procedure approved by the JSE Limited, only block certificates will be issued in respect of Clawback Shares. Certificated Shareholders receiving Claw-back Shares in Certificated format must note that such Shares cannot trade on the JSE until they have been Dematerialised. This could take between one and ten days Dematerialised Shareholders Acceptance, renunciation or sale of Claw-back Entitlement The CSDPs or Brokers appointed by Dematerialised Shareholders should contact them to ascertain: whether the Shareholder concerned wishes to follow his Claw-back Entitlement in terms of the Claw-back Offer (in which case CSDPs effect payment on a delivery versus payment basis) and if so, in respect of how many Claw-back Shares; whether the Shareholder concerned wishes to renounce his Claw-back Entitlement and if so, in respect of how many Claw-back Shares; and whether the Shareholder concerned wishes to sell those Claw-back Entitlements which he/she does not wish to follow or renounce and if so, how many Claw-back Entitlements are to be sold Payment Shareholders not contacted by their CSDPs or Brokers should contact them and furnish them with their instruction. Should a CSDP or Broker not obtain instructions from a Dematerialised Shareholder, they are obliged to act in terms of the Custody Agreement entered into between them and the Dematerialised Shareholder, or if the mandate is silent in this regard, not to accept the Claw-back Entitlement on behalf of such Shareholder. The CSDP or Broker will effect payment directly on behalf of Dematerialised Shareholders in respect of Claw-back Entitlement followed, in ZAR, on Monday, 21 December 2015, on a delivery versus payment basis. Holders of Dematerialised Shares who wish to accept the Claw-back Offer should ensure that the necessary funds are deposited with the relevant CSDP or Broker Claw-back Shares Dematerialised Shareholders accounts will be credited with the Claw-back Shares subscribed for in terms of the Clawback Offer, on Monday, 21 December EXCHANGE CONTROL REGULATIONS The following summary is intended only as a guide and is therefore not a comprehensive statement of the Exchange Control Regulations. Crookes Brothers Shareholders who are in any doubt as to the appropriate course of action to take should consult their professional advisors. The new Crookes Brothers Shares to be issued pursuant to the Claw-back Offer are not freely transferable from South Africa and must be dealt with in terms of the Exchange Control Regulations. Crookes Brothers Shareholders who are not resident in the Common Monetary Area should obtain advice as to whether any governmental and/or other legal consent is required and/or whether any other formality must be observed to follow their rights in terms of the Claw-back Offer Non-resident of the Common Monetary Area In terms of the Exchange Control Regulations, non-residents of the Common Monetary Area will be allowed to: take up rights allocated to them in terms of the Claw-back Offer; purchase Letters of Allocation; and subscribe for the new Crookes Brothers Shares in terms of the Claw-back Offer, provided payment is received in foreign currency through normal banking channels or in ZAR from a non-resident account Share certificates issued pursuant to the application must be endorsed non-resident. In respect of Crookes Brothers Shareholders taking up their rights in terms of the Claw-back Offer: a non-resident endorsement will be applied to Forms of Instruction issued to non-resident Certificated Shareholders; or a non-resident annotation will appear in the CSDP or Broker s register for non-resident Dematerialised Shareholders All applications by non-residents for the above purposes must be made through a South African authorised dealer. Where rights are sold on the JSE on behalf of non-residents, the proceeds of such sale are freely remittable through a South African authorised dealer in foreign exchange. 12