AgriGroupe Holdings Proprietary Limited (Incorporated in the Republic of South Africa) (Registration number 2013/013161/07) ( AgriGroupe ) AFGRI Limited (Incorporated in the Republic of South Africa) (Registration number 1995/004030/06) JSE Share Code: AFR ISIN: ZAE000040549 ( AFGRI ) JOINT ANNOUNCEMENT OF THE FIRM INTENTION BY AGRIGROUPE TO MAKE A CASH OFFER TO ACQUIRE THE ENTIRE ISSUED ORDINARY SHARE CAPITAL OF AFGRI 1. INTRODUCTION Further to the updated cautionary announcement released on 6 September 2013 ( Cautionary Announcement ), AFGRI shareholders are advised that on 27 September 2013, AFGRI entered into an implementation agreement ( Implementation Agreement ) with AgriGroupe in terms of which AgriGroupe, inter alia, offered to acquire 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 ) ( Proposed Transaction ). It is the intention of AgriGroupe to terminate the listing of AFGRI on the main board of the JSE Limited ( JSE ) should the Proposed Transaction be implemented. 2. INFORMATION ABOUT AGRIGROUPE AgriGroupe is a private investment holding company duly incorporated in South Africa, which is owned by Joseph Investment Holdings (a private company duly incorporated in Mauritius). Certain members of AFGRI s management ( AFGRI Management ) are expected to ultimately hold an interest of approximately 5% in AgriGroupe and are therefore acting in concert with AgriGroupe. AFGRI Management will accordingly abstain from voting on the required AFGRI shareholder resolutions at the Scheme Meeting (as defined in paragraph 6.6 below). Negotiations are ongoing which may result in local shareholders, including a new Black Economic Empowerment ( BEE ) consortium and other parties acquiring an interest of up to 35% in AgriGroupe. This BEE shareholding in AgriGroupe will provide additional BEE ownership in AFGRI s business, incremental to the current 26.77% broad-based BEE ownership in AFGRI Operations Limited with Izitsalo Employee Investments Proprietary Limited (registration number 2004/024831/07) ( Izitsalo ) that was announced on 4 June 2013. Following this proposed investment, AFGRI would be amongst the most empowered large companies in South Africa.
AgriGroupe's management have expertise in acquisitions and investments in Africa, with a longstanding investment thesis in African agriculture. AgriGroupe's underlying investors include North American institutions, family offices and individuals with no links to foreign governments or competitors, and will include a consortium of South African BEE strategic investors with agricultural expertise, including broad-based BEE groups as outlined above. 3. RATIONALE FOR THE OFFER 3.1. AgriGroupe has assured the AFGRI board of directors ( AFGRI Board ) that AgriGroupe intends to remain a long-term investor in AFGRI, to strengthen and seek growth opportunities for its South African operations and to support expansion on the African continent. 3.2. AgriGroupe believes food security is a major concern worldwide and that AFGRI has the necessary assets, skills and expertise in agriculture and grain management to make a substantial impact by increasing agricultural productivity and access to market for smallholding and large commercial farmers across South Africa and Africa. 3.3. AgriGroupe further believes AFGRI has the potential to build critical supply chain infrastructure and provide logistics solutions at scale in Africa, but that substantial capital investment will be required over the medium-term. 3.4. AgriGroupe further believes that the strategic growth opportunity for AFGRI lies in its ability to deploy its comprehensive grain management solutions and expertise in selective attractive markets on the African continent, as has already been demonstrated on a limited scale in Zambia and Congo Brazzaville. This will require a large and long-term commitment of capital expenditure and management resources, which AgriGroupe does not believe can be effectively accomplished through a public company with traditional institutional shareholders requiring shorter term results. 3.5. AgriGroupe supports AFGRI s strategic vision for pan-african growth and will maintain management continuity as it offers a friendly hands solution to safeguard AFGRI s assets and business model over the long term for the benefit of Africa and its people. 3.6. AgriGroupe has a strong commitment to social development and ongoing transformation goals, including broad-based BEE, and supports the South African government s objectives and policies towards transformation in the agricultural sector. 3.7. AgriGroupe believes that its offer represents substantial value to AFGRI shareholders. AgriGroupe's offer is fully-funded, is not subject to due diligence, and, as neither AgriGroupe nor its investors compete in any of the markets in which AFGRI operates,
AgriGroupe believes its offer poses no substantive execution risk regarding competition issues or delays. 3.8. As such, AgriGroupe strongly believes its offer is in the best interests of AFGRI, its stakeholders (including over 7,000 farmers, 4,500 employees and millions of consumers currently served) and the long-term food security interests of South Africa and the African continent. 4. MATERIAL TERMS OF THE PROPOSED TRANSACTION 4.1. Transaction mechanism 4.1.1. AgriGroupe intends acquiring the Scheme Shares by way of a scheme of arrangement in terms of section 114 of the South African Companies Act 71 of 2008, as amended, ( Companies Act ) ( Scheme ) to be proposed by the AFGRI Board between AFGRI and the holders of Scheme Shares ( Shareholders ). 4.1.2. The Scheme will be implemented as follows: 4.1.2.1. The Scheme will be proposed by the AFGRI Board between AFGRI and the Shareholders. 4.1.2.2. The Scheme will be subject to the fulfilment of the suspensive conditions referred to in paragraphs 5 and 6 below. 4.1.2.3. The purchase price payable for the Scheme Shares, and the terms of payment, will be as is set out in paragraph 4.2 below. 4.1.2.4. In the event that the Scheme is successfully implemented, AFGRI will become a wholly owned subsidiary of AgriGroupe and its listing on the JSE will be terminated. 4.2. Purchase consideration 4.2.1. In terms of the Scheme, AgriGroupe will pay to the Shareholders a cash consideration of R7.00 per Scheme Share ( Scheme Consideration ), which is exclusive of the 3.3 cent dividend due to Shareholders in November 2013. 4.2.2. If the Scheme has not been implemented by 31 January 2014, the Scheme Consideration shall accrue interest at the prime overdraft lending rate (as
published by FirstRand Bank Limited) from that date up to and including the operative date of the Scheme. The table below illustrates the Scheme Consideration premium: Market price 30-day VWAP 60-day VWAP 90-day VWAP Prior to the Prior to signing of Cautionary the Implementation Premium Premium Announcement (6 Agreement (27 (%) (%) September 2013) September 2013) (R) (R) 4.80 (1) 45.8% 5.55 (5) 26.1% 4.70 (2) 49.0% 4.85 (6) 44.3% 4.45(3) 57.3% 4.59 (7) 52.5% 4.48 (4) 56.3% 4.52 (8) 54.9% Notes: 1. Closing price of AFGRI shares on the JSE on 5 September 2013, being the last trading day prior to the publication of the Cautionary Announcement. 2. VWAP at which AFGRI shares traded on the JSE for the 30 trading days up to and including 5 September 2013, being the last trading day prior to the publication of the Cautionary Announcement. 3. VWAP at which AFGRI shares traded on the JSE for the 60 trading days up to and including 5 September 2013, being the last trading day prior to the publication of the Cautionary Announcement. 4. VWAP at which AFGRI shares traded on the JSE for the 90 trading days up to and including 5 September 2013, being the last trading day prior to the publication of the Cautionary Announcement. 5. Closing price of AFGRI shares on the JSE on 26 September 2013, being the last trading day prior to signing the Implementation Agreement. 6. VWAP at which AFGRI shares traded on the JSE for the 30 trading days up to and including 26 September 2013, being the last trading day prior to signing the Implementation Agreement. 7. VWAP at which AFGRI shares traded on the JSE for the 60 trading days up to and including 26 September 2013, being the last trading day prior to signing the Implementation Agreement.
8. VWAP at which AFGRI shares traded on the JSE for the 90 trading days up to and including 26 September 2013, being the last trading day prior to signing the Implementation Agreement. 5. MATERIAL CONDITIONS TO THE POSTING OF THE CIRCULAR The posting of a circular to Shareholders in respect of the Scheme ( Circular ) is subject to the fulfilment or waiver of the following suspensive conditions: 5.1. the AFGRI Board having appointed Ernst and Young Advisory Services Proprietary Limited as the independent expert in terms of section 114(2) of the Companies Act and the regulations published in terms of section 120 of the Companies Act and set out in Chapter 5 of the Companies Regulations, 2011 ( Takeover Regulations ) ( Independent Expert ) and the Independent Expert having prepared and issued a report concerning the Scheme and the proposed investment by AFGRI Management in AgriGroupe detailed in paragraph 7 ( Reinvestment Option ) to the Shareholders in terms of section 114(3) of the Companies Act and Takeover Regulation 113; 5.2. the Independent Expert, in its report referred to in paragraph 5.1 above, expressing the opinion that the Scheme Consideration is fair and reasonable to the Shareholders; 5.3. the Takeover Regulation Panel established in terms of section 196 of the Companies Act ("Takeover Panel") granting an exemption in terms of section 119(6) of the Companies Act to AgriGroupe from having to make an offer to Izitsalo in terms of Takeover Regulation 85 as a result of AFGRI Operations Limited being a controlled company (as defined in Takeover Regulation 81(f)) in relation to AFGRI; 5.4. the independent board of AFGRI established for purposes of the Proposed Transaction ( Independent Board ) recommending to Shareholders that they vote in favour of the Scheme; and 5.5. all requisite approvals being received from the JSE, the Takeover Panel, and the Financial Surveillance Department of the South African Reserve Bank for the posting of the Circular. 6. MATERIAL CONDITIONS TO THE SCHEME The Scheme will be subject to the fulfilment or waiver of the following suspensive conditions:
6.1. the receipt by AFGRI of certain third party consents or waivers in respect of any change of control rights they may have pursuant to, or any events of default which may be triggered by, the Proposed Transaction; 6.2. the receipt of the unconditional approval in writing of the South African competition authorities of the Proposed Transaction or, if such approval is conditional, such conditions being acceptable to AFGRI and AgriGroupe, acting reasonably; 6.3. the receipt of the unconditional approval in writing of the Nigerian and Namibian competition authorities as well as, in respect of Zambia, Zimbabwe and Swaziland, the Zambian, Zimbabwean and Swazi competition authorities, respectively (unless the Common Market for Eastern and Southern Africa authority is approached for approval in respect of such jurisdictions) of the Proposed Transaction or, if any such approval is conditional, such conditions being acceptable to AFGRI and AgriGroupe, acting reasonably; 6.4. the receipt of a compliance certificate in relation to the Proposed Transaction from the Takeover Panel; 6.5. the approval from the JSE for the termination of the listing of AFGRI; 6.6. the approval of the Scheme by the requisite majority of Shareholders at the general meeting convened to approve the Scheme ( Scheme Meeting ), as contemplated in section 115(2) Act, and (i) to the extent required, the approval of the implementation of the special resolution approving the Scheme by the Court; and (ii) if applicable, AFGRI not treating the special resolution approving the Scheme as a nullity, as contemplated in section 115(5)(b) of the Companies Act; and 6.7. within 30 business days following the Scheme Meeting, Shareholders exercise appraisal rights, in terms of section 164 of the Companies Act, by giving valid demands in terms of section 164(7) of the Companies Act, in respect of no more than 5% of the issued ordinary shares of AFGRI, provided that, in the event that Shareholders give notice objecting to the Scheme as contemplated in section 164(3) of the Companies Act and/or vote against the resolutions proposed at the Scheme Meeting in respect of no more than 5% of the issued ordinary shares of AFGRI, this condition shall be deemed to have been fulfilled at the time of the Scheme Meeting.
7. AFGRI MANAGEMENT After the operative date of the Scheme the members of AFGRI Management will utilise at least 70% of the after-tax proceeds of the Scheme Consideration and the payments contemplated in paragraph 8 received by them to subscribe, through one or more vesting trusts, for shares in AgriGroupe. They will also be entitled to subscribe for additional shares in AgriGroupe, such that when aggregated with their existing shareholding in AgriGroupe, they will hold up to 5% of the issued shares in AgriGroupe. 8. SHARE OPTION SCHEME AFGRI will procure that, subject to the Scheme becoming unconditional in all respects, option holders under the share option scheme operated by the AFGRI Limited Trust ("Share Option Scheme") will be entitled to receive a cash consideration equal to the difference between the Scheme Consideration and the purchase price payable by the relevant option holder in respect of each option held by them, as consideration for the option holders waiving the rights of their existing options on the date of the Scheme becoming operative. 9. SHARE AWARD SCHEME AFGRI will procure that, subject to the Scheme becoming unconditional in all respects, the share awards of the participants of the AFGRI Group Executive Share Award Scheme vest early in order to allow such participants to participate in the Scheme. 10. BREAK FEE The Implementation Agreement includes a break fee equal to 1% of the aggregate Scheme Consideration which would be payable by AFGRI if after the publication of this announcement: 10.1. the Independent Board does not recommend the Scheme or if it withdraws or modifies or qualifies its recommendation of the Scheme, save in the event that the fair and reasonable opinion of the Independent Expert does not reasonably justify or warrant such a recommendation or only justifies such a recommendation subject to such qualifications as may be identified in the fair and reasonable opinion; 10.2. AFGRI or the AFGRI Board approves or recommends and/or enters into an agreement to effect an alternative proposal; 10.3. the AFGRI Board or the Independent Board determines not to implement the Scheme by:
10.3.1.1. refusing to take the required steps to obtain approval of the Scheme by the requisite majority of Shareholders as contemplated in section 115(2) of the Companies Act; 10.3.1.2. refusing to take the required steps to obtain approval of the court to implement the special resolution approving the Scheme in the circumstances contemplated in section 115(3) of the Companies Act; or 10.3.1.3. treating the shareholder approval as a nullity, as contemplated in section 115(5)(b) of the Companies Act, unless requested to do so by AgriGroupe. 11. FUNDING OF THE PROPOSED TRANSACTION AgriGroupe will fund the full purchase consideration from its own cash resources, sufficient for the purposes of satisfying the Scheme Consideration. The Takeover Panel has been provided with a bank guarantee from Rand Merchant Bank (a division of FirstRand Bank Limited) in compliance with Takeover Regulation 111(4)(a) and 111(5). 12. SHAREHOLDING OF AGRIGROUPE AND CONCERT PARTIES IN AFGRI 12.1. As at the date of this announcement, AgriGroupe does not hold or control (directly or indirectly) any shares or any options to acquire shares in AFGRI. 12.2. As at the date of this announcement, AFGRI Management (acting in concert with AgriGroupe) holds or controls (directly or indirectly) approximately 3,683,693 shares in AFGRI. 12.3. As at the date of this announcement, AFGRI Management (acting in concert with AgriGroupe) holds approximately 3,974,650 options to acquire shares in AFGRI through the Share Option Scheme. 13. SHAREHOLDER SUPPORT AgriGroupe has received irrevocable undertakings from certain Shareholders to vote/ or procure to vote of the stated number of Scheme Shares held by them as at the record date of the Scheme Meeting, either as a principal or on behalf of clients, in favour of the Scheme and the other resolutions to be proposed at the Scheme Meeting. Details of the shareholdings of these Shareholders are set out below:
Shareholder Scheme Shares subject to undertaking at the signature date of irrevocable undertaking Percentage holding at the signature date of irrevocable undertaking % Effective voting rights in respect of the Scheme at the signature date of irrevocable undertaking % Allan Gray (Pty) Ltd ( Allan Gray )* Sanlam Investment Management (Pty) Ltd ( Sanlam )* Stanlib Asset Management ( Stanlib )* 86,934,813 23.2% 25.8% 26,658,972 7.1% 7.9% 46,000,000 12.3% 13.7% 159,593,785 42.6% 47.4% * Allan Gray, Sanlam and Stanlib reserved the right to withdraw their support of the Proposed Transaction to the extent that following 10 business days post an announcement by the AFGRI Board relating to the receipt of a bona fide offer which is recommended by the AFGRI Board after taking into account, inter alia, the financial terms of the alternative proposal, the likelihood of such transaction being completed within a reasonable period of time and the financing risks related thereto, such offer being greater than R7.50, R7.70 and R7.70 per Scheme Share ( Superior Proposal ) as regards Allan Gray, Sanlam and Stanlib respectively, the AFGRI Board approving or recommending or entering into an agreement in respect of the Superior Proposal, and AgriGroupe has not proposed to amend its offer to provide for financial and/or other terms equivalent to or more favourable than those contained in the Superior Proposal. 14. INDEPENDENT BOARD AND FAIR AND REASONABLE OPINION The Proposed Transaction is classified as an affected transaction in terms of the Companies Act. Accordingly, AFGRI has convened its Independent Board, comprised of Linda de Beer, Lwazi Koyana, Louis von Zeuner and Nick Wentzel, to consider the terms of the Proposed Transaction and the report of the Independent Expert on the Scheme. Whilst the contents of the Independent Expert's report and the confirmed views of the Independent Board will be detailed in the Circular, the Independent Board, together with the Independent Expert, has formed an initial view on the terms of the Proposed Transaction excluding the Reinvestment Option and subject to, inter alia, the receipt of the formal opinion from the Independent Expert confirming that the Scheme Consideration is fair and reasonable to Shareholders, the Independent Board recommends in principle that Shareholders vote in favour of the Proposed Transaction.
15. POSTING OF CIRCULAR It is estimated that the Circular will be posted to Shareholders on or about 21 October 2013, which will include the notice of the Scheme Meeting to be held on or about 18 November 2013 for the purpose of considering and, if deemed fit, passing the special resolutions required to approve the Scheme. 16. WITHDRAWAL OF CAUTIONARY ANNOUNCEMENT Following the release of this announcement, the Cautionary Announcement is hereby withdrawn and caution is no longer required to be exercised by AFGRI shareholders when dealing in their AFGRI shares. 17. AGRIGROUPE RESPONSIBILITY STATEMENT AgriGroupe (to the extent that the information relates to AgriGroupe) accepts responsibility for the information contained in this announcement and, to the best of their respective knowledge and belief, the information is true and this announcement does not omit anything likely to affect the importance of the information included. 18. INDEPENDENT BOARD RESPONSIBILITY STATEMENT The Independent Board (to the extent that the information relates to AFGRI) accepts responsibility for the information contained in this announcement and, to the best of their respective knowledge and belief, the information is true and this announcement does not omit anything likely to affect the importance of the information included. Centurion 27 September 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