Casablanca, May 20 th 2009 NOTICE N 46/09 RELATING TO THE COMPULSORY TAKEOVER BID DIRECTED AT FERTIMA SHARES ON THE INITIATIVE OF THE COMPANY CHARAF CORPORATION S.A. THROUGH ITS SUBSIDIARY CHARAF CORPORATION HOLDING Admissibility Notice n 05/09 of the Casablanca Stock Exchange dated of May 08 th 2009 CDVM Visa n VI/EM/014/2009 dated of May 8 th 2009 Under the Dahir providing Law 1-93-211 of September 21 st 1993, amended and supplemented by Laws 34-96, 29-00, 52-01 and 45-06 relating to the Stock Exchange, and in particular Article 7 a, Under the provisions of Law 26/03, relating to public offerings on the Stock Market, as amended and supplemented by Law 46-06, and in particular Articles 2, 3, and 18, Under provisions of the Stock Exchange General Rules, approved by Ministerial Order n 1268-08, issued by the Ministry of Economy and Finance on July 7th 2008, and namely Articles 2.1.1, 2.2.4, 2.3.2, 2.3.3 and 2.3.10. Context of the operation ARTICLE 1: PURPOSE OF THE OPERATION On April 11th 2008, Charaf Corporation S.A. purchased, via Charaf Corporation Holding, its investment medium, 995,968 shares that account for 86.6 % of FERTIMA capital and voting rights. FERTIMA is a Joint Stock Company, with capital of MAD 115,000,000, listed on the Casablanca Stock Exchange. The said shares were purchased from three groups of shareholders: 1 st Block: HOLMARCOM through the insurance companies ATLANTA and SANAD, the Mutual Fund SANAD and the Broker CPA, i.e. 28.65% of capital and voting rights; 2 nd Block: the Mutuelle Agricole Marocaine d Assurance (MAMDA) and the Mutuelle Centrale Marocaine d Assurance (MCMA) i.e. 29.93% of capital and voting rights; 3 rd Block: Adubos De Portugal through ADP INTERNACIONAL - Adubos De Portugal and ADP - Adubos De Portugal i.e. 28.02% of capital and voting rights. MAD 400 was the price paid by Charaf Corporation Holding for the shares making up Blocks 1 and 2 and accounting for 58.58 % of FERTIMA capital and voting rights. This price integrates a control premium borne by Charaf Corporation Holding. The remaining block, purchased from ADP INTERNACIONAL Adubos De Portugal & ADP Adubos De Portugal, has been paid at the price of MAD 106,364,280 i.e. MAD 330 per share. 1
Legal Framework of the Operation a. The authority having authorized the operation The Board of Directors of Charaf Corporation Holding, held on May 22nd 2008, recorded formally the obligation to launch a compulsory Takeover Bid on the FERTIMA shares not yet held by the Company Charaf Corporation Holding, i.e. 154,032 shares, at the price of MAD 330 per share, and this, after crossing by 40 % the threshold in the FERTIMA capital and voting rights. The price MAD 330 integrated the 2007 ordinary dividend. Given the payment of the 2007 dividend i.e. MAD 42 per share, during 2008, the Board of Directors, held on March 25th 2009, changed the authorization from MAD 330 to pay per share to MAD 288 to pay per share within the framework of the Takeover Bid launched by the Company Charaf Corporation Holding on the 154,032 FERTIMA shares. b. Authorization of the Competition Authority On March 10 th 2008, the Charaf Corporation Holding addressed to the Competition Authority the project of acquiring the majority of the FERTIMA capital. On March 31st 2008, the Prime Minister gave his consent to the project, reminding the Company «Charaf Corporation Holding» of its obligations to attend to the respect of the good rules of competition and this, in accordance with the regulations in force and namely with Articles 6, 7 and 12, Paragraph 1, Law 06-99 relating to the freedom of prices and competition. c. Threshold Crossing On April 21st 2008, further to the acquisition of 86.6 % of the FERTIMA shares and voting rights, the Company «Charaf Corporation Holding» informed CDVM and the Casablanca Stock Exchange of the crossing of thresholds successively by 5%, 10%, 20%, 33.33%, 50% and 66.66% in the FERTIMA capital and voting rights. In conformity (i) with Law n 26-03 especially Article 18, (ii) with Decree n 2-04-546 of Ramadan 8th 1425 (October 22nd 2004) adopted for the application of Law n 26-03 especially the first article, and (iii) with Ministerial Order n 1874-04 issued by the Minister of Finance and Privatization on Ramadan 11th 1425 (October 25th 2004) which fixes the percentage of the voting rights that forces its holder to carry out a Takeover Bid, and after the threshold is crossed by 40 % in the voting rights of FERTIMA, which is listed on the Casablanca Stock Exchange, the Charaf Corporation Holding launches a compulsory Takeover Bid on all the shares it does not hold. d. Authorization of the Minister of Economy and Finance On April 29th 2008, the CDVM submitted the Takeover Bid project, purpose of this operation, to the Minister of Economy and Finance with the view of assessing the said project from the viewpoint of the national strategic interests, according to the provisions of Article 29, Law 26-03. The Minister does not raise any objection to the Takeover Bid project. e. The decision of admissibility by CDVM The Takeover Bid project was subjected to an application for admissibility at CDVM, from the Company «Charaf Corporation Holding, represented by its Director and General Manager, Mr. Ahmed Amine Kandil, on April 25 th 2008. With reference to the provisions of Articles 13 and 32, Law 26-03, the CDVM has appraised the Takeover Bid project, subject of this operation, and has examined its features from the viewpoint of the principles set 2
out in Article 13, Law 26-03 and especially the principles of transparency and equality in the treatment of shareholders. In the light of the aforementioned authorizations and after examination of the bid project, the CDVM noted down that the criteria of equality in treatment is respected in so far as the bid is directed at all the holders of FERTIMA securities and declared receivable, on May 9 th 2008, the Takeover Bid project of the Charaf Corporation Holding on the FERTIMA shares, at the unit price of MAD 330 integrating the 2007 ordinary dividend of MAD 42 per share. Agreements likely to have an impact on the Bid There is no agreement likely to have a serious impact on the Bid valuation or on its outcome. Objectives of the Bid The Takeover Bid aims at acquiring the FERTIMA securities not yet held by the Company «Charaf Corporation Holding» in accordance with the statutory and legal provisions. Strategic Intentions The strategic rapprochement between Charaf Corporation SA and FERTIMA concerns a component of the agricultural sector. It will allow: - Capitalizing on the know-how developed by the two structures in order to ensure the availability of fertilizers in appropriate quantity and quality for all farmers throughout the Kingdom; - Combining the investment capacities of both companies, especially, in Research and Development; - Accompanying farmers (operating on small farms) and contributing in a significant way to the development of their yields through proposing tailor-made solutions of plant nutrition; - Developing formulations of made-to-measure fertilizers on a larger scale and according to cultivations and soils in order to propose innovative techniques of fertilization; - Highlighting the major complementary potential of their public image and of their territorial and international presence. The Charaf Corporation SA know-how in made-to-measure fertilization and in safe supplying, bearing its fruit with the Grands Domaines and with structured agri-food companies, combined with the great proximity of FERTIMA to farmers, will allow developing real synergies. The new group will have as strategy to accompany farmers in regions which are not served yet and will permit to improve the agricultural productivity and generally to contribute in the development of the Moroccan agriculture by being part of the strategic objectives of the Ministry of Agriculture and Marine fishery. Financing the acquisitions of holdings a. Financing the acquisitions of Charaf Corporation Holding interests in FERTIMA and in Charaf Corporation S.A. During the Board of Directors of the Charaf Corporation Holding, held on March 19th 2008, it was decided to adopt a financing structure permitting to acquire by Charaf Corporation Holding 86.6% of the FERTIMA capital and voting rights and 10 % of the Charaf Corporation S.A. Capital and Voting Rights. To that end, and by decision of the same Board, The Charaf Corporation Holding has taken out a loan, from BCP and BP of Casablanca, for an amount of MAD 330 Million. The Board of Directors of the Charaf Corporation S.A., held on April 7th 2008, decided to take out a loan, from the same bodies above-mentioned, for MAD 140 million, in order to finance (i) an increase in the Charaf Corporation Holding capital by MAD 70 million, and (ii) the payment, by Charaf Corporation S.A. of an advance in the current account of associates in favour of Charaf Corporation Holding for an amount of MAD 70 Million. 3
As a result, the Board of Directors, held on March 19 th 2008, authorized Charaf Corporation Holding to constitute the following guarantees: - An agreement of collateral on the Charaf Corporation S.A. shares by virtue of which the Charaf Corporation Holding undertakes to grant to lenders a first-rank collateral on the shares it will hold in the Charaf Corporation S.A..; - An agreement of collateral on the FERTIMA shares by virtue of which the Charaf Corporation Holding undertakes to grant to lenders a first-rank collateral on the shares it will hold in the FERTIMA Company; - Any other security or guarantee that ought to be granted within the framework of the financing. Simultaneously to the different investments and to the unfreezing of necessary funds, the following guarantees will be constituted: - An agreement of collateral on the Charaf Corporation S.A. shares by virtue of which the Charaf Corporation Holding undertakes to grant to lenders a first-rank collateral on the shares it will hold in the Charaf Corporation S.A. ; - An act of joint guarantee by virtue of which Charaf Corporation S.A. grants to lenders a surety ship up to an amount of MAD 330 Million and this, in guarantee of the fulfilment of the Charaf Corporation Holding of its obligations as regards the loan granted by this latter. b- Modalities of financing the securities to be purchased within the framework of the Takeover Bid. The number of shares concerned by the current Takeover Bid is set at 154,032. On the basis of the price of MAD 288 per share, the maximum amount of the operation, apart from the distributed dividends, is set at MAD 44,361,216. The FERTIMA shares to be purchased in reply to the current bid will be financed by the Charaf Corporation Holding owners equity. Intentions of Charaf Corporation Holding According to the number of shares brought by the FERTIMA shareholders in reply to the current Takeover Bid, the interest of Charaf Corporation Holding will vary between 86.6% and 100.00%. If, further to the current Takeover Bid, Charaf Corporation Holding should hold strictly less than 95 % in the FERTIMA capital and voting rights, this latter does not consider to continue purchasing the FERTIMA shares during the 12 months to come. The Charaf Corporation Holding intends to keep the FERTIMA shares it holds and those it could hold within the framework of the current Takeover Bid. Possible outcomes of the Takeover Bid Subject to the respect of the legal provisions in force, especially as for the rules of maintaining securities listed on the Casablanca Stock Exchange, Charaf Corporation Holding does not consider delisting the FERTIMA securities from the Casablanca Stock Exchange. However, in accordance with the provisions of: - Law n 26-03 relating to public offerings on the stock market, promulgated by Dahir n 1-04-21 of Rabii I 1st 1425 (April 21st 2004), and as amended and supplemented by Law n 46-06, particularly Article 20, 4
- Ministerial Order n 1875-04 issued by the Minister of Finance and Privatization on Ramadan 11th 1425 (October 25th 2004) fixing the percentage of the voting rights obliging its holder to carry out a Public Offer of Withdrawal, - Decree n 2-04-546 of Ramadan 8th 1425 (October 22nd 2004) adopted for the application of the Law relating to public offerings on the stock market and namely the first article, The Company «Charaf Corporation Holding» could be brought to launch a compulsory public offering of withdrawal. There is good reason to note that a public offering of withdrawal can also take place within the framework of the provisions of Article 21, Dahir n 1-04-21 on Rabii I 1st 1425 (April 21st 2004), relating to public offerings on the stock market as amended and supplemented by Law n 46-06. ARTICLE 2: STRUCTURE OF THE TAKEOVER BID Number of securities, purpose of the Takeover Bid The Takeover Bid will concern all FERTIMA shares not held by Charaf Corporation Holding, i.e. 154,032 shares. Price of the Bid The unit price per share is set at MAD 330 as decided by the Counselling body, minus the 2007 dividends paid to FERTIMA shareholders. Due Date of shares, subject of the Takeover Bid The FERTIMA shareholders received MAD 42 per share as regards the 2007 dividends. To that end, the FERTIMA shares fall due on January 1 st 2008. The Operation global amount The Charaf Corporation Holding offers to FERTIMA shareholders to purchase their FERTIMA shares at the price of MAD 288.00 per share. The Global amount of the operation is situated within the range [0 44.36 million MAD]. Threshold of Waiver Charaf Corporation Holding undertakes to purchase firmly and irrevocably all shares brought by the FERTIMA shareholders. No threshold of waiver is considered by Charaf Corporation Holding within the framework of this operation. Period of the Takeover Bid ARTICLE 3: METHODS OF PARTICIPATION TO THE BID The bid period goes from May 18th to May 25 th 2009 inclusive, i.e. a period of six (6) trading days. Beneficiaries The current bid is intended for all holders of the 154,032 FERTIMA shares not held by the Charaf Corporation Holding. 5
Methods of participation to the Bid and of order collecting The shareholders, wishing to bring their FERTIMA shares in contribution in reply to the Bid should hand over to the order-collecting body: - An order to sell, duly stamped with the hour and the date and annotated by the transferor and the order-collecting body; - A securities-freeze certificate (delivered by the trustee of securities), - An ID document. The order to sell must be signed by the owner of shares himself or by a third party duly appointed and presenting a proxy duly signed and authenticated by the owner of the said shares. The orders to sell on behalf of minors can be signed by the father, mother, tutor or legal representative. In case of portfolio management Authority, the manager can sign the order to sell on behalf of the client of whom he is managing the portfolio subject to have a proxy duly signed and authenticated by the principal or to have a management authority if this one holds an express provision in this sense. The authorized foreign and Moroccan management companies are exempted from presenting such supporting documents for the OPCVM (mutual funds) they are managing. Modalities of order-processing a- Remittance of orders to sell The shareholders, wishing to participate to the current Takeover Bid must remit to the order-collecting bodies an order to sell duly signed and dated by their care and this during the Bid period, going from May 18th to 25th 2009. The orders are irrevocable after the closing of the bid period. However, they can be repealed at any moment until the end of the said period. b- Freeze Certificate The FERTIMA Shareholder, putting their shares in contribution during the bid period, must attach a certificate of freeze to the Order to sell. The freeze Certificate must be delivered by the trustee, depositary of securities. The freeze certificate must include in particular: - The number of national ID card for non resident and resident Moroccan Natural Persons; the number of the residence permit for foreign natural persons resident in Morocco or the passport!number for the non resident foreign natural persons; - The Number in the Trade Register for Corporate Entities of Moroccan Law or any other document deemed authentic in the country of origin and accepted by the body in charge of intermediation on behalf of foreign corporate entities; - Banking information identifying the account which will be credited by the product of the contribution within the framework of the current Takeover Bid. The freeze of shares will be effective as from the date of presentation of shares to the Bid until the date of payment/delivery. It will be irrevocable from the Bid closing. c- Identification of FERTIMA Contributors The order-collecting bodies must make sure that the contributors bringing the FERTIMA shares belong to one of the categories below. To that end, they must obtain a copy of the document proving the said appurtenance and attach it to the order to sell. The documents to be attached to the order to sell are itemized as follows: 6
Category of subscribers Resident Moroccan Natural Persons Moroccan Natural Persons Resident abroad Non Moroccan Resident Natural Persons Non Moroccan and Non resident Natural Persons Moroccan Corporate Entities off OPCVM Corporate Entities of Foreign Law Moroccan Associations OPCVM Mutual Funds- Photocopy of the ID Card Photocopy of the ID Card Document to be attached Photocopy of the residence permit Photocopy of the passport pages containing the ID of the person as well as of issuing and expiry dates of the document Model of registration in the Trade Register Any document deemed authentic in the country of origin and proving the appurtenance to this category, or any other means considered acceptable by the body in charge of intermediation. Photocopy of the by-laws and photocopy of the file deposit receipt. *Photocopy of the acceptance ruling for FCP Mutual Funds; * For FCP or mutual funds, the number of the deposit certificate at the office of the court clerk; *As for SICAV Unit trusts- the model of registration in the trade register Investors qualified as such and Banks Minors Photocopy of the By-laws Photocopy of the page in the family record book, showing the child birth date. d- Councillor and Financial Intermediaries Intervener Name Address Councillor and global coordinator CDG CAPITAL Tour Mamounia Moulay El Hassan Square Rabat Body in charge of registering the operation in the Stock Exchange Body providing the financial service of FERTIMA SAFABOURSE 9, Bd Kennedy- Casablanca CDG CAPITAL Tour Mamounia Moulay El Hassan Square Rabat ARTICLE 4: METHODS OF ORDER CENTRALIZATION, OF REGISTRATION AND OF PAYMENT / DELIVERY Centralization and consolidation of orders: The structure of the order-centralization file, drawn up by the Casablanca Stock Exchange will be handed over, on request, by SAFABOURSE to the order-collecting bodies. Furthermore, the order-collecting bodies will separately hand over to the Casablanca Stock Exchange, against an acknowledgement of receipt, in the form of USB keys, the file of orders to sell of their clients, 7
respecting the structure of the centralization file aforementioned, and this, at the latest on May 27th 2009 at 12.00 p.m. Then, the Casablanca Stock Exchange will consolidate and centralize the different files of orders to sell, reject sales not meeting the conditions set in the prospectus and allot the shares brought within the framework of the current operation. The order-collecting bodies, not having the status of a brokerage firm are free to designate the brokerage firm which will be in charge of registering the transactions at the Casablanca Stock Exchange. They must inform the Casablanca Stock Exchange as well as the chosen brokerage firm in writing and this the day of receipt of files by the Casablanca Stock Exchange i.e. on May 27th 2009, at 12.00 p.m. Registration of the Bid On June 05th 2009, the transactions relating to the current operation will be registered at the Casablanca Stock Exchange by the brokerage firm SAFABOURSE (purchaser side) and by SAFABOURSE and the other brokerage firms (seller side). Date of payment/ delivery The operations of payment /delivery of the FERTIMA shares will be carried out on June 10th 2009 according to the procedures in force at the Casablanca Stock Exchange. ARTICLE 5: RESULTS OF THE BID The operation results will be published by the Casablanca Stock Exchange in the quotation Bulletin on June 05th 2009, as well as by CDVM as stipulated in the provisions of Article 39, Law 26-03 and by the initiator in an official newspaper of legal announcements within the two days following the publication by the Casablanca Stock Exchange. ARTICLE 6: MAIN FEATURES OF QUOTATION Wording Fertima Ticker FRT Code 1400 Compartment 3rd compartment (market: Croissance) Type of quotation Multi fixing Business line Distributors The FERTIMA security is identified by the following elements Order ARTICLE 7: INDICATIVE TIMETABLE OF THE OPERATION STEPS At the latest on 1 Receipt of the complete file by the Casablanca Stock Exchange May 7 th 2009 2 Issuance by the Casablanca Stock Exchange of the Approval Notice on the Takeover Bid May 8 th 2009 3 Receipt of the CDVM-visaed Prospectus May 8 th 2009 4 Publication in the Quotation bulletin of the Notice on the Takeover Bid May 11 th 2009 5 Opening of the Takeover Bid May 18 th 2009 8
6 Closing of the Takeover Bid May 25 th 2009 Receipt by the Casablanca Stock Exchange of files on Orders on securities May 27 th 2009 7 brought in contribution at 12.00 p.m. 8 9 10 Centralization and consolidation by the Casablanca Stock Exchange of orders on securities brought in contribution Processing by the Casablanca Stock Exchange of orders on securities brought in contribution Sending of a summary statement of orders on Securities brought in contribution to CDVM May 28 th 2009 May 29 th 2009 June 01 st 2009 11 CDVM Follow-up on the Takeover Bid ( positive or no follow up )- June 02 nd 2009 12 Announcement, in the quotation Bulletin, in case CDVM declares the operation with no follow-up June 02 nd 2009 13 14 Handing over, by the Casablanca Stock Exchange, of the operation results to the order-collecting bodies June 03 rd 2009 - Registration of transactions relating to the Takeover Bid - Announcement of the Takeover Bid results June 05 th 2009 15 - Payment /Delivery of securities, purpose of the Takeover Bid June 10 th 2009 MARKETS DIVISION 9