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Afgri finalisation announcement
Shareholders are referred to the circular issued by AFGRI to its shareholders on 22 October 2013 ("Circular") in respect of a proposed scheme of arrangement in terms of section 114 of the Companies Act 71 of 2008, as amended, in terms of which AgriGroupe will acquire all the issued ordinary shares of AFGRI (other than those held by AFGRI's subsidiaries or share incentive trusts) ("Scheme") and the joint announcement released on the Stock Exchange News Service of the JSE Ltd. ("SENS") dated 19 November 2013 which advised shareholders that all resolutions required for the approval of the Scheme were passed by the requisite majority of AFGRI shareholders entitled to vote at the scheme meeting convened on the same day. Unless defined, terms used in this announcement shall bear the same meaning as set out in the Circular.
Further to this, AFGRI shareholders are advised that all the remaining conditions precedent to the Scheme have been fulfilled, namely:
- the receipt by AFGRI of a consent from the Land and Agricultural Bank of South Africa;
- the receipt of the conditional approval in writing of the Competition Authorities for the Proposed Transaction, to the extent required in terms of the Competition Act, which conditions were acceptable to AFGRI and AgriGroupe,;
- the receipt of the unconditional approval in writing of the Namibian competition authority for the Proposed Transaction;
- the receipt of the approval in writing of the JSE for the delisting of AFGRI shares; and
- the issue of a compliance certificate in relation to the Proposed Transaction by the Takeover Regulation Panel.
Therefore all conditions precedent to the Scheme as detailed per the Circular have been fulfilled and the Scheme is now unconditional. In terms of the Scheme, each AFGRI shareholder will receive R7.10 (which includes any interest payable up until the Operative Date) for every AFGRI share held ("Scheme Consideration").
Final salient dates and times
The timetable for the finalisation and implementation of the transaction is as follows:
- Fulfilment Date -- Friday, 7 March 2014
- Finalisation announcement released on SENS -- Friday, 7 March 2014
- Finalisation announcement published in the South African press -- Monday, 10 March 2014
- Last day to trade in Scheme Shares in order to be recorded in the Register on the Scheme Record Date (Scheme Last Day to Trade) -- Thursday, 20 March 2014
- Suspension of listing of Shares on the JSE -- Monday, 24 March 2014
- Scheme Record Date on which Shareholders must be recorded in the Register to receive the Scheme Consideration -- Friday, 28 March 2014
- Operative Date of the Scheme -- Monday, 31 March 2014
- Scheme Consideration posted/paid to Certificated Shareholders (provided their Forms of Surrender and Transfer are received on or prior to 12:00 on the Scheme Record Date) on or about Monday, 31 March 2014
- Dematerialised Shareholders to have their accounts with their CSDP or broker credited with the Scheme Consideration on or about Monday, 31 March 2014
- Termination of listing of Shares at commencement of trade on the JSE -- Tuesday, 1 April 2014
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