| Wed 15 Dec 2004, 16:23 | | Salient dates and times |
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AFGRI Limited - Salient dates and times
AFGRI LIMITED
(Incorporated in the Republic of South Africa)
Registration number 1995/004030/06
JSE share code AFR
ISIN ZAE000040549
(`AFGRI Limited`)
SALIENT DATES AND TIMES ANNOUNCEMENT RELATING TO THE DISPOSAL BY AFGRI
OPERATIONS LIMITED OF A 26,77% UNDIVIDED INTEREST IN ITS OPERATIONS AND NET
ASSETS TO THE AGRI SIZWE EMPOWERMENT TRUST AND SPECIAL DISTRIBUTION TO AFGRI
LIMITED SHAREHOLDERS
1 Introduction
1.1 On 24 November 2004, AFGRI Limited announced that AFGRI Limited, its
wholly owned subsidiary AFGRI Operations Limited (`AFGRI Operations`) and The
Agri Sizwe Empowerment Trust (`the Trust`)had entered into an agreement on 23
November 2004 for the disposal by AFGRI Operations of a 26,77% undivided
interest in its operations and net assets to the Trust (`the Disposal`).
1.2 AFGRI Limited proposes to distribute an amount of R366 860 541 to its
shareholders (`AFGRI Limited Shareholders`) by way of a special dividend of R278
312 174 (equating to 85,1 cents per AFGRI Limited share) and a special payment
of R88 548 367 (equating to 27,1 cents per AFGRI Limited share) utilising the
remaining balance on AFGRI Limited`s share premium account (collectively
`Special Distribution`).
1.3 In terms of the Listings Requirements of the JSE Securities Exchange South
Africa (`JSE`), the Disposal is classified as a Category 2 transaction and AFGRI
Limited is not required to seek the approval of its shareholders for the
Disposal. Accordingly, the Disposal became effective on 1 December 2004.
1.4 However, the Listings Requirements of the JSE stipulate that details of a
Category 2 transaction must be provided to shareholders and, accordingly, AFGRI
Limited has prepared a circular setting out the relevant information relating to
the transaction.
1.5 The circular will contain a notice convening the general meeting at which
special and ordinary resolutions in respect of the following matters relating to
the transaction will be proposed:
1.5.1 for AFGRI Limited to make the Special Distribution;
1.5.2 the approval by AFGRI Limited Shareholders of specific authority being
granted to AFGRI Operations for the specific issue of shares for cash in AFGRI
Operation in relation to the call option
1.5.3 to grant specific authority to the AFGRI Limited board for the allotment
and issue of shares for cash in relation to the call option;
1.5.4 to increase the authorised share capital of AFGRI Limited;
1.5.5 to place the authorised but unissued AFGRI Limited Shares under the
authority of the AFGRI Limited board; and
1.5.6 to appoint two new black economic empowerment directors to the AFGRI
Limited board.
1.6 AFGRI Limited Shareholders are advised that the circular setting out the
relevant information relating to the transaction and convening the general
meeting will be posted on Monday 20 December 2004.
2 Salient Dates and Times
The salient dates and times are as follows:
2004
Circular and notice of general meeting posted to
AFGRI Limited Shareholders on Monday, 20 December
2005
Last day for receipt of forms of proxy from AFGRI
Limited Shareholders for the general meeting by
not later than 11:00 on Wednesday, 12 January
General meeting to be held at 11:00 in the main
boardroom of AFGRI Limited, Block B2, Knightsbridge
Manor, 33 Sloane Street, Bryanston, 2021 on Friday, 14 January
Announcement on SENS in respect of the results of
general meeting released on Friday, 14 January
Announcement in the press in respect of the results
of the general meeting published on Monday, 17 January
Last day to trade in AFGRI Limited shares in order
to be recorded in the shareholders` register of
AFGRI Limited as an AFGRI Limited Shareholder on
the record date on Friday, 21 January
AFGRI Limited shares start trading ex-Special
Distribution on Monday, 24 January
Record date to determine who qualifies for the
Special Distribution on Friday, 28 January
Electronic transfer of funds or cheques posted by
ordinary post to certificated shareholders on Monday, 31 January
Dematerialised shareholders` accounts held at their
Central Securities Depository Participant (`CSDP`)
or broker credited on (see notes below) Monday, 31 January
Notes:
1 Dematerialised shareholders refers to AFGRI Limited shareholders who have
dematerialised their AFGRI Limited Shares with a broker or CSDP, who will
receive the Special Distribution from the CSDP or broker concerned in terms of
the custody agreement entered into between them.
2 The JSE has introduced STRATE for all share transactions concluded on the
JSE. STRATE, which, inter alia, involves Dematerialisation, has already been
implemented by AFGRI Limited. Accordingly, AFGRI Limited share certificates need
to first be dematerialised before AFGRI Limited Shareholders will be able to
trade in the AFGRI Limited shares concerned. AFGRI Limited Shareholders are
advised to contact a CSDP or broker to make the necessary practical arrangements
for Dematerialisation if they wish to trade in their AFGRI Limited shares prior
to or on the last day to trade. It is anticipated that the dematerialisation of
AFGRI Limited shares may take up to 10 days to be finalised once an AFGRI
Limited Shareholder has made the necessary arrangements with the CSDP or broker.
3 AFGRI Limited Shares cannot be dematerialised or rematerialised between
Monday, 24 January 2005 and Friday, 28 January 2005, both days inclusive.
4 The above dates and times are subject to amendment. Any amendment to the
dates and times will be announced on SENS and published in the press.
Bryanston
15 December 2004
Transaction sponsor
Brait Sponsors
Sponsor to AFGRI Limited
RMB Sponsors
Date: 15/12/2004 04:16:27 PM
Produced by the JSE SENS Department
