United Farmers Holding Company Offer for Continental Farmers Group plc (0962B)

TIDMCFGP

RNS Number : 0962B

United Farmers Holding Company

28 March 2013

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION (IN WHOLE OR IN PART) DIRECTLY OR INDIRECTLY IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION

For immediate release

28 March 2013

RECOMMENDED CASH OFFER

For

CONTINENTAL FARMERS GROUP PLC

UNITED FARMERS HOLDING COMPANY

to be effected by means of a scheme of arrangement under section 157 of the Isle of Man Companies Act 2006

Summary

-- The boards of United Farmers Holding Company (UFHC) and Continental Farmers Group plc (CFG) are pleased to announce that they have reached agreement on the terms of a recommended cash offer pursuant to which UFHC will acquire all of the issued and to be issued share capital of CFG. The Offer is to be effected by means of a scheme of arrangement under section 157 of the Isle of Man Companies Act 2006.

-- UFHC was incorporated under the laws of the Kingdom of Saudi Arabia on 24 March 2013. UFHC is wholly-owned by Saudi Agricultural and Livestock Investment Co., Saudi Grains and Fodder Holding LLC and Almarai Company (the Consortium).

-- Under the terms of the Offer, if the Scheme becomes effective, CFG Shareholders will receive 35 pence in cash for each CFG Share and up to a further 2 pence in cash for each CFG Share by way of Deferred Consideration (the Basic Offer) unless they elect to receive 36 pence in cash for each CFG Share (the Cash Alternative).

-- The Basic Offer excluding the Deferred Consideration values the entire issued share capital of CFG on a fully diluted basis (assuming awards vest in respect of 2,777,500 CFG Shares under the 2011 LTIP) at approximately GBP58.2 million. The Basic Offer including the full amount of the Deferred Consideration values the entire issued share capital of CFG on a fully diluted basis (assuming awards vest in respect of 2,777,500 CFG Shares under the 2011 LTIP) at approximately GBP61.5 million. The Cash Alternative values the entire issued share capital of CFG on a fully diluted basis (assuming awards vest in respect of 2,777,500 CFG Shares under the 2011 LTIP) at approximately GBP59.9 million.

-- The Cash Alternative represents a premium of 50.0 per cent. to the Closing Price of 24.0 pence for each CFG Share on 27 March 2013, being the last Business Day before the date of this announcement.

-- There is no certainty that any Deferred Consideration will become payable under the Basic Offer. If the Scheme becomes effective, CFG Shareholders who do not elect to receive the Cash Alternative will be deemed to accept the Basic Offer and may only receive 35 pence in cash for each CFG Share.

-- UFHC has received irrevocable undertakings and a letter of intent to vote (or procure the voting) in favour of the Scheme in relation to, in aggregate, 117,296,523 CFG Shares, representing approximately 71.7 per cent. of the issued share capital of CFG on 27 March 2013 (being the last Business Day before the date of this announcement). In addition to undertaking to vote in favour of the Scheme, CFG Shareholders (including the CFG Directors), who hold, are beneficially entitled to or control 68,528,454 CFG Shares, representing approximately 41.9 per cent. of the issued share capital of CFG on 27 March 2013 (being the last Business Day before the date of this announcement), have irrevocably undertaken to accept the Basic Offer.

-- The CFG Directors, who have been so advised by Deloitte, consider the terms of the Offer to be fair and reasonable. In providing advice to the CFG Directors, Deloitte has taken into account the commercial assessments of the CFG Directors.

-- Accordingly, the CFG Directors intend to recommend unanimously that CFG Shareholders vote in favour of the Scheme at the Court Meeting, as the CFG Directors who beneficially own or control, and can procure the voting of, CFG Shares have irrevocably undertaken to do so in respect of their controlled holdings of, in aggregate, 15,940,201 CFG Shares, representing approximately 9.8 per cent. of the issued share capital of CFG on 27 March 2013 (being the last Business Day before the date of this announcement).

-- The Offer will require the approval of CFG Shareholders and the sanction of the Court. The Offer will also be conditional on, among other things, approval of the acquisition of CFG by UFHC being received from the Antimonopoly Committee of Ukraine in a form reasonably satisfactory to UFHC. The Scheme Document containing further information about the Offer and notice of the Court Meeting will be posted to CFG Shareholders as soon as practicable and, in any event, within 28 days of the date of this announcement. It is expected that the Scheme will become effective during June 2013, subject to the satisfaction or waiver of the Conditions and to certain further terms set out in Appendix 1 to this announcement.

-- The long stop date by which the Scheme must become effective (unless extended with the agreement of the parties to the Offer) is 30 September 2013. The Scheme will also lapse (unless the parties to the Offer agree otherwise) if the Court Meeting does not take place on or before the twenty second day after the expected date of the Court Meeting to be set out in the Scheme Document. The Scheme will also lapse (unless the parties to the Offer agree otherwise) if the Scheme petition is not heard before the Court on or before the twenty second day after the expected date of the Scheme petition hearing to be set out in the Scheme Document.

   --      Commenting on the Offer, Dr Khalid Al Malahy, director of UFHC, said:

"The investment strategy of UFHC is to make long-term investments in the agricultural sector, with the principal objective of developing sustainable sources of food, grain and fodder on a global scale. UFHC firmly believes that it is well-positioned to support the proposed growth of CFG, both financially and through the experience of the consortium members in the international agricultural markets."

   --      Commenting on the Offer, Nicholas Parker, Chairman of CFG, said:

"The board of Continental Farmers Group plc is pleased to recommend unanimously this offer from UFHC. The offer represents an attractive premium to the current and historic share price of CFG for shareholders. For the company, it brings access to substantial capital and to the expertise of the members of the consortium in the international agribusiness sector. The offer recognises that the CFG business is highly scalable and represents an excellent opportunity for CFG to accelerate the development of its operations.

It is only 20 months since we listed and new investors joined to support CFG's strategy for growth. In that period, under Mark Laird's leadership, CFG has developed an outstanding farming platform, which is reflected in the offer that we have received. The CFG directors would like to thank the executive team and all our people who have worked, and will continue to work, to make CFG so successful. We would also thank our investors for their commitment and trust. I would like personally to thank the board of CFG for its constant support over many years."

This summary should be read in conjunction with, and is subject to, the full text of this announcement (including its Appendices). The Scheme will be subject to the Conditions and certain further terms set out in Appendix 1 to this announcement and to the full terms and conditions to be set out in the Scheme Document. Appendix 2 to this announcement contains details of the irrevocable undertakings and a letter of intent received by UFHC in connection with the Offer. Appendix 3 contains the sources and bases of certain information contained in this summary and in the full text of this announcement. Appendix 4 contains the definitions of certain terms used in this summary and in the full text of this announcement.

Enquiries

 
 Maitland (PR adviser to UFHC)           +44 (0)20 7379 5151 
 Neil Bennett 
 Brian Hudspith 
 
 Ernst & Young LLP (Financial adviser 
  to UFHC)                               +44 (0)20 7951 2000 
 Tim Medak 
 Mark Harrison 
 
 CFG                                     +44 (0)7917 017818 
 Mark Laird (Chief Executive) 
 
 Dickson Minto (Financial adviser 
  to CFG)                                +44(0) 207 628 4455 
 Douglas Armstrong 
 
 Deloitte Corporate Finance (Rule 
  3 adviser to CFG)                      +44 (0)20 7936 3000 
 James Lewis 
 Gavin Hood 
 Craig Lukins 
 
 Davy (Nomad and ESM adviser to 
  CFG)                                   +353 1 679 6363 
 John Frain 
 Anthony Farrell 
 
 
 
 Murray Consulting (PR adviser to 
  CFG)                               +353 876 909 735 
 Joe Heron

Further information

This announcement is for information purposes only and is not intended to and does not constitute, or form part of, any offer, invitation or the solicitation of an offer to purchase, otherwise acquire, subscribe for, sell or otherwise dispose of any securities, or the solicitation of any vote or approval in any jurisdiction, pursuant to the Offer or otherwise.

The Offer will be made solely by means of the Scheme Document, which will contain the full terms and conditions of the Offer, including details of how to vote in respect of the Scheme. Any vote in respect of the Scheme or other response in relation to the Offer should be made only on the basis of the information contained in the Scheme Document. CFG Shareholders are advised to read the formal documentation in relation to the Offer carefully once it has been despatched.

The statements contained in this announcement are made as at the date of this announcement, unless some other time is specified in relation to them.

Ernst & Young LLP, which is authorised and regulated in the UK by the Financial Services Authority, is acting for UFHC and no one else in connection with the Offer and will not regard any other person (whether or not a recipient of this announcement) as a client in relation to the Offer and will not be responsible to anyone other than UFHC for providing the protections afforded to its clients or for providing advice in relation to the Offer or any matters referred to in this announcement.

Dickson Minto W.S., which is authorised and regulated in the United Kingdom by the Financial Services Authority, is acting exclusively for CFG and no one else in connection with the Offer and will not be responsible to any person other than CFG for providing the protections afforded to clients of Dickson Minto W.S. or for providing advice in relation to the Offer, the contents of this announcement or any matters referred to in this announcement.

Deloitte Corporate Finance is acting for CFG and no one else in connection with the Offer and will not be responsible to anyone other than CFG for providing the protections afforded to clients of Deloitte Corporate Finance or for providing advice in relation to the Offer, the contents of this announcement or any matters referred to in this announcement. Deloitte Corporate Finance is a division of Deloitte LLP, which is authorised and regulated in the United Kingdom by the Financial Services Authority in respect of regulated activities. Deloitte Corporate Finance has given and not withdrawn its written consent to the issue of this announcement with the inclusion herein of the references to its name in the form and context in which it appears.

Davy, which is authorised and regulated in Ireland by the Central Bank of Ireland, is acting as nominated adviser and ESM adviser to CFG under the AIM Rules and the ESM Rules respectively and no one else in connection with the Offer and will not be responsible to anyone other than CFG for providing the protections afforded to clients of Davy or for providing advice in relation to the Offer, the contents of this announcement or any other matters referred to in this announcement.

Overseas jurisdictions

The availability of the Offer to CFG Shareholders who are not resident in and citizens of the UK or the Isle of Man may be affected by the laws of the relevant jurisdictions in which they are located or of which they are citizens. Persons who are not resident in the UK or the Isle of Man should inform themselves of, and observe, any applicable legal or regulatory requirements of their jurisdictions. Further details in relation to overseas shareholders will be contained in the Scheme Document.

The release, publication or distribution of this announcement in or into jurisdictions other than the UK or the Isle of Man may be restricted by law and therefore any persons who are subject to the laws of any jurisdiction other than the UK or the Isle of Man should inform themselves about, and observe, any applicable requirements. Any failure to comply with the applicable restrictions may constitute a violation of the securities laws of any such jurisdiction. To the fullest extent permitted by applicable law, the companies and persons involved in the Offer disclaim any responsibility or liability for violation of such restrictions by any person.

This announcement has been prepared for the purposes of complying with Isle of Man law, English law, the AIM Rules for Companies, the ESM Rules for Companies and the Code and the information disclosed may not be the same as that which would have been disclosed if this announcement had been prepared in accordance with the laws of jurisdictions outside the Isle of Man and England.

The Offer will not be made, directly or indirectly, in, into or from any jurisdiction where to do so would violate the laws in that jurisdiction. Accordingly, copies of this announcement and formal documentation relating to the Offer will not be, and must not be, mailed or otherwise forwarded, distributed or sent in, into or from any jurisdiction where to do so would violate the laws of that jurisdiction.

The Offer relates to shares of a company incorporated in the Isle of Man and is proposed to be effected by means of a scheme of arrangement under the laws of the Isle of Man. The scheme of arrangement will relate to the shares of a company incorporated in the Isle of Man that is a "foreign private issuer" as defined under Rule 3b-4 under the US Securities Exchange Act of 1934, as amended (the Exchange Act). A transaction effected by means of a scheme of arrangement is not subject to proxy solicitation or tender offer rules under the Exchange Act. Accordingly, the Offer is subject to the disclosure requirements, rules and practices applicable in the Isle of Man to schemes of arrangement, which differ from the requirements of US proxy solicitation and tender offer rules. Financial information included in the relevant documentation will have been prepared in accordance with accounting standards applicable to an Isle of Man company traded on AIM and ESM that may not be comparable to the financial statements of companies incorporated in the United States or companies whose financial statements are prepared in accordance with generally accepted accounting principles in the US. If UFHC exercises its right to implement the acquisition of the CFG Shares by way of a Contractual Offer, such offer will be made in compliance with applicable US tender offer and securities laws and regulations, to the extent applicable.

Forward-looking statements

This announcement contains statements which are, or may be deemed to be, "forward-looking statements" which are prospective in nature. All statements other than statements of historical fact may be forward-looking statements. They are based on current expectations and projections about future events, and are therefore subject to risks and uncertainties which could cause actual results to differ materially from the future results expressed or implied by the forward-looking statements. Often, but not always, forward-looking statements can be identified by the use of forward-looking words such as "plans", "expects", "is expected", "is subject to", "budget", "scheduled", "estimates", "forecasts", "intends", "anticipates", "believes", "targets", "aims", "projects" or words or terms of similar substance or the negative thereof, as well as variations of such words and phrases or statements that certain actions, events or results "may", "could", "should", "would", "might" or "will" be taken, occur or be achieved. Such statements are qualified in their entirety by the inherent risks and uncertainties surrounding future expectations.

Such forward-looking statements involve risks and uncertainties that could significantly affect expected results and are based on certain key assumptions. Many factors could cause actual results to differ materially from those projected or implied in any forward-looking statements. Due to such uncertainties and risks, readers are cautioned not to place undue reliance on such forward-looking statements, which speak only as of the date of this announcement. UFHC, each Consortium Group Member and each member of the CFG Group, and their respective members, directors, officers, employees, advisers and any person acting on their behalf, expressly disclaim any intention or obligation to update or revise any forward-looking or other statements contained in this announcement, whether as a result of new information, future events or otherwise, except as required by applicable law.

None of UFHC, the Consortium Group Members or any member of the CFG Group or their respective members, directors, officers or employees, advisers or any person acting on their behalf, provides any representation, assurance or guarantee that the occurrence of the events expressed or implied in any forward-looking statements in this announcement will actually occur.

Except as expressly provided in this announcement, no forward-looking or other statements have been reviewed by the auditors of UFHC, any Consortium Group Member or CFG. All subsequent oral or written forward-looking statements attributable to UFHC, any Consortium Group Member or any member of the CFG Group or any of their respective members, directors, officers, advisers or employees or any person acting on their behalf are expressly qualified in their entirety by the cautionary statement above.

No profit forecasts or estimates

Nothing contained in this announcement shall be deemed to be a forecast, projection or estimate of the future financial performance of CFG or the CFG Group, UFHC or any Consortium Group Member, except where otherwise stated.

Disclosure requirements of the Code

Under Rule 8.3(a) of the Code, any person who is interested in 1% or more of any class of relevant securities of an offeree company or of any paper offeror (being any offeror other than an offeror in respect of which it has been announced that its offer is, or is likely to be, solely in cash) must make an Opening Position Disclosure following the commencement of the offer period and, if later, following the announcement in which any paper offeror is first identified. An Opening Position Disclosure must contain details of the person's interests and short positions in, and rights to subscribe for, any relevant securities of each of (i) the offeree company and (ii) any paper offeror(s). An Opening Position Disclosure by a person to whom Rule 8.3(a) applies must be made by no later than 3.30 pm (London time) on the 10th business day following the commencement of the offer period and, if appropriate, by no later than 3.30 pm (London time) on the 10th business day following the announcement in which any paper offeror is first identified. Relevant persons who deal in the relevant securities of the offeree company or of a paper offeror before the deadline for making an Opening Position Disclosure must instead make a Dealing Disclosure.

Under Rule 8.3(b) of the Code, any person who is, or becomes, interested in 1% or more of any class of relevant securities of the offeree company or of any paper offeror must make a Dealing Disclosure if the person deals in any relevant securities of the offeree company or of any paper offeror. A Dealing Disclosure must contain details of the dealing concerned and of the person's interests and short positions in, and rights to subscribe for, any relevant securities of each of (i) the offeree company and (ii) any paper offeror, save to the extent that these details have previously been disclosed under Rule 8. A Dealing Disclosure by a person to whom Rule 8.3(b) applies must be made by no later than 3.30 pm (London time) on the business day following the date of the relevant dealing.

If two or more persons act together pursuant to an agreement or understanding, whether formal or informal, to acquire or control an interest in relevant securities of an offeree company or a paper offeror, they will be deemed to be a single person for the purpose of Rule 8.3.

Opening Position Disclosures must also be made by the offeree company and by any offeror and Dealing Disclosures must also be made by the offeree company, by any offeror and by any persons acting in concert with any of them (see Rules 8.1, 8.2 and 8.4).

Details of the offeree and offeror companies in respect of whose relevant securities Opening Position Disclosures and Dealing Disclosures must be made can be found in the Disclosure Table on the Takeover Panel's website at www.thetakeoverpanel.org.uk, including details of the number of relevant securities in issue, when the offer period commenced and when any offeror was first identified. You should contact the Panel's Market Surveillance Unit on +44 (0)20 7638 0129 if you are in any doubt as to whether you are required to make an Opening Position Disclosure or a Dealing Disclosure.

Rule 2.10 disclosure

In accordance with Rule 2.10, CFG confirms that it has 163,488,703 CFG Shares in issue and admitted to trading on AIM and ESM as at the date of this announcement. The International Securities Identification Number for CFG Shares is IM00B50X9K63.

Information relating to CFG Shareholders

Please be aware that addresses, electronic addresses and certain other information provided by CFG Shareholders, persons with information rights and other relevant persons for the receipt of communications from CFG may be provided to UFHC during the offer period as requested under Section 4 of Appendix 4 to the Code, in order to comply with Rule 2.12(c) of the Code.

Publication on website

A copy of this announcement will be made available on CFG's website at www.continentalfarmersgroup.com by no later than 12 noon (London time) on the Business Day following the date of this announcement. For the avoidance of doubt, the contents of that website are not incorporated into, and do not form part of, this announcement.

Any person to whom this announcement is sent may request a hard copy of this announcement (and any information incorporated by reference in this announcement) by contacting Appleby Trust (Isle of Man) Limited (the CFG registered agent) during business hours on +44 (0)1624 647647 or by submitting a request in writing to Appleby Trust (Isle of Man) Limited at 33-37 Athol Street, Douglas IM1 1LB, Isle of Man. It is important to note that unless such a request is made, a hard copy of this announcement and any such information incorporated by reference in it will not be sent to any such person. Any person to whom this announcement is sent may also request that all future documents, announcements and information sent to that person in relation to the Offer be in hard copy form.

28 March 2013

RECOMMENDED CASH OFFER

For

CONTINENTAL FARMERS GROUP PLC

UNITED FARMERS HOLDING COMPANY

to be effected by means of a scheme of arrangement under section 157 of the Isle of Man Companies Act 2006

   1.             Introduction

The boards of UFHC and CFG are pleased to announce that they have reached agreement on the terms of a recommended cash offer pursuant to which UFHC will acquire the entire issued and to be issued share capital of CFG. The Offer is to be effected by means of a scheme of arrangement under section 157 of the Isle of Man Companies Act 2006.

   2.             The Offer 
   (a)           The Basic Offer

Under the Basic Offer, if the Scheme becomes effective, CFG Shareholders will receive:

for each CFG Share 35 pence in cash and up to a further 2 pence in cash

by way of Deferred Consideration

The Basic Offer excluding the Deferred Consideration values the entire issued share capital of CFG on a fully diluted basis (assuming awards vest in respect of 2,777,500 CFG Shares under the 2011 LTIP) at approximately GBP58.2 million. The Basic Offer including the full amount of the Deferred Consideration values the entire issued share capital of CFG on a fully diluted basis (assuming awards vest in respect of 2,777,500 CFG Shares under the 2011 LTIP) at approximately GBP61.5 million.

There is no certainty that any Deferred Consideration will become payable under the Basic Offer. If the Scheme becomes effective, CFG Shareholders who do not elect to receive the Cash Alternative will be deemed to accept the Basic Offer and may only receive 35 pence in cash for each CFG Share.

   (b)           The Cash Alternative

Under the Cash Alternative, if the Scheme becomes effective, CFG Shareholders will receive:

   for each CFG Share                                                            36 pence in cash

The Cash Alternative values the entire issued share capital of CFG on a fully diluted basis (assuming awards vest in respect of 2,777,500 CFG Shares under the 2011 LTIP) at approximately GBP59.9 million.

The Cash Alternative represents a premium of 50.0 per cent. to the Closing Price of 24.0 pence for each CFG Share on 27 March 2013, being the last Business Day before the date of this announcement.

In order to accept the Cash Alternative, in addition to voting in favour of the Scheme at the Court Meeting (either in person or by proxy), a CFG Shareholder must make an election to accept the Cash Alternative by completing the Form of Election in accordance with the instructions to be set out in the Scheme Document. Otherwise, if the Scheme becomes effective, any CFG Shareholder who has not made such an election will be deemed to have accepted the Basic Offer.

   (c)           The Deferred Consideration

Under the Basic Offer, each CFG Shareholder shall be entitled to receive:

   (i)            35 pence in cash for each CFG Share; and 
   (ii)           Deferred Consideration of up to a further 2 pence in cash for each CFG Share.

The Deferred Consideration represents a basic contractual right to receive further consideration under the Basic Offer upon the registration of up to 7,000 ha of unregistered leasehold land which, as at 20 March 2013, formed part of the CFG Group's land bank in the Ukraine (the Relevant Land).

Leasehold land is legally registered, and title to leasehold land is legally effective, in the Ukraine in the event of issuance of a registration extract from the Ukraine State Real Property Rights Register (the Ukraine Register) to the leaseholder. Due to the upgrading of IT systems, it has not been possible to register leasehold land on the Ukraine Register on a normal basis in recent months.

As at 20 March 2013, the CFG Group held leases in respect of approximately 33,000 ha of land in the Ukraine, of which approximately 9,900 ha was held pursuant to unregistered leasehold arrangements with individual lessors (the Existing Unregistered Leases).

The amount of Deferred Consideration payable under the Basic Offer will depend on the amount of Relevant Land which is legally registered on the Ukraine Register during the period commencing on 1 May 2013 and ending on 31 October 2014 (the Registration Period). The maximum amount of Deferred Consideration of 2 pence for each CFG Share will be payable if at least 7,000 ha of Relevant Land is registered during the Registration Period.

There is no certainty that the full amount of Deferred Consideration will be paid to CFG Shareholders who accept the Basic Offer and, if no Relevant Land is registered on the Ukraine Register during the Registration Period, no Deferred Consideration will be payable. In these circumstances, a CFG Shareholder who accepts the Basic Offer would receive 35 pence in cash for each CFG Share.

The successful legal registration of Relevant Land will be assessed quarterly during the Registration Period. Deferred Consideration will be payable at quarterly intervals depending on the amount of Relevant Land which has been legally registered during the preceding quarter. Deferred Consideration will only be payable at the end of a quarter if at least 1,750 ha of Relevant Land has been legally registered during that quarter (or during any previous quarters in respect of which no Deferred Consideration has become payable because insufficient Relevant Land has been registered (a Nil Consideration Quarter)). Subject to this quarterly threshold of 1,750 ha (representing 0.5 pence of Deferred Consideration for each CFG Share), the Deferred Consideration will be payable on a straight-line basis in relation to Relevant Land which is legally registered on the Ukraine Register during the Registration Period. In respect of the final quarter of the Registration Period, Deferred Consideration will be payable in respect of the amount of Relevant Land which has been legally registered on the Ukraine Register during that quarter (or during any previous Nil Consideration Quarter), even if less than 1,750 ha of Relevant Land has been registered, in aggregate, during the Registration Period.

The formula for calculating the Deferred Consideration payable under the Basic Offer is:

 
                         =     Total amount (in ha) of    x 2 pence 
                               Relevant Land registered 
                               on the Ukraine Register 
                               during the Registration 
                               Period (up to a maximum 
                                     of 7,000 ha) 
                             -------------------------- 
 Aggregate Deferred 
  Consideration under 
  the Basic Offer                       7,000

The payment date for any Deferred Consideration which falls due shall be 14 days after the end of the relevant quarter period following the start of the Registration Period. Any Deferred Consideration shall be paid to all CFG Shareholders who accept the Basic Offer. If any payment date falls on a date prior to the Effective Date, the relevant payment or payments of Deferred Consideration shall be made to CFG Shareholders who accept the Basic Offer 14 days after the Effective Date.

By way of example, if 50 ha of Relevant Land have been legally registered on the Ukraine Register in the quarter period beginning on 1 May 2013 and ending on 31 July 2013, no Deferred Consideration will be payable on or before the first quarterly payment date of 14 August 2013. If a further 1,960 ha of Relevant Land have been registered on the Ukraine Register in the second quarter period ending on 31 October 2013 so that, in aggregate, 2,010 ha of Relevant Land have been registered in the Registration Period up to that date, Deferred Consideration of (2,010 ÷ 7,000) x 2 pence for each CFG Share will be payable in cash on or before 14 November 2013 to each CFG Shareholder who accepts the Basic Offer. If a further 3,290 ha of Relevant Land have then been legally registered on the Ukraine Register in the third quarter period ending on 31 January 2014 so that, in aggregate, 5,300 ha of Relevant Land have been legally registered in the Registration Period up to that date, further Deferred Consideration of (3,290 ÷ 7,000) x 2 pence for each CFG Share will be payable in cash on or before 14 February 2014 to each CFG Shareholder who accepts the Basic Offer. If in the period between 1 February 2014 and 31 October 2014 (i.e. the end of the Registration Period), a further 1,000 ha of Relevant Land have then been legally registered on the Ukraine Register so that, in aggregate, 6,300 ha of Relevant Land have been legally registered in the Registration Period up to that date, Deferred Consideration of (1,000 ÷ 7,000) x 2 pence for each CFG Share will be payable in cash on or before 14 November 2014 to each CFG Shareholder who accepts the Basic Offer.

This example is also described in the table below:

 
 Quarter   Total amount       Total amount           Deferred Consideration   Cumulative Deferred Consideration 
            of Relevant        of Relevant            payable in respect       payable in respect of 
            Land registered    Land registered        of each CFG              each CFG Share during 
            during relevant    during Registration    Share for relevant       Registration Period 
            quarter (ha)       Period (ha)            quarter 
--------  -----------------  ---------------------  -----------------------  ---------------------------------- 
 1         50                 50                     0                        0 
--------  -----------------  ---------------------  -----------------------  ---------------------------------- 
                                                     2,010/7,000 
 2         1,960              2,010                   x 2 pence               2,010/7,000 x 2 pence 
--------  -----------------  ---------------------  -----------------------  ---------------------------------- 
                                                     3,290/7,000 
 3         3,290              5,300                   x 2 pence               5,300/7,000 x 2 pence 
--------  -----------------  ---------------------  -----------------------  ---------------------------------- 
 4         400                5,700                  0                        5,300/7,000 x 2 pence 
--------  -----------------  ---------------------  -----------------------  ---------------------------------- 
 5         100                5,800                  0                        5,300/7,000 x 2 pence 
--------  -----------------  ---------------------  -----------------------  ---------------------------------- 
                                                     1,000/7,000 
 6         500                6,300                   x 2 pence               6,300/7,000 x 2 pence 
--------  -----------------  ---------------------  -----------------------  ----------------------------------

As demonstrated in the table above, if in any relevant quarter the amount of Relevant Land which has been legally registered on the Ukraine Register does not exceed 1,750 ha, the amount of Relevant Land legally registered during that quarter would be carried forward and added to the amount of Relevant Land legally registered during the next quarter for the purposes of calculating any Deferred Consideration which might become payable.

The boards of UFHC and CFG will each nominate a representative to oversee the registration process for Relevant Land and the payment of any Deferred Consideration under the Basic Offer.

Further details of the Deferred Consideration mechanism will be included in the Scheme Document.

   3.             Background to and reasons for the Offer

CFG fits well with UFHC's investment strategy. CFG has a high quality land portfolio in the Ukraine and Poland, well-suited for the growth of arable crops, to which CFG management has applied advanced farming techniques to continually improve crop yields.

CFG's management team includes experienced farming professionals with western European training and local language skills. The management team has established good working relationships with local, municipal and state authorities and customers in the Ukraine and Poland which, when combined with the Consortium Members' international expertise, will help develop additional opportunities for CFG in the future.

CFG's business model is highly scalable and, in combination with the highly fragmented nature of land ownership in Poland and Ukraine, provides an opportunity to expand further its high quality land bank and diversify the crops it grows. UFHC intends to work alongside CFG's existing management team to deliver this growth, including management's objective of increasing CFG's cropping area in the Ukraine to 50,000 ha by 2015.

   4.             Recommendation

The CFG Directors, who have been so advised by Deloitte, consider the terms of the Offer to be fair and reasonable. In providing advice to the CFG Directors, Deloitte has taken into account the commercial assessments of the CFG Directors.

Accordingly, the CFG Directors intend to recommend unanimously that CFG Shareholders vote in favour of the Scheme at the Court Meeting, as the CFG Directors who beneficially own or control, and can procure the voting of, CFG Shares have irrevocably undertaken to do in respect of their controlled holdings of, in aggregate, 15,940,201 CFG Shares, representing approximately 9.8 per cent. of the issued share capital of CFG on 27 March 2013 (being the last Business Day before the date of this announcement).

   5.             Background to and reasons for the recommendation

The CFG Directors have evaluated the Offer by UFHC on behalf of CFG Shareholders as a whole. In deciding to recommend the Offer to CFG Shareholders, the CFG Directors have taken into account a number of factors, including those outlined below.

CFG has been farming in Poland since 1994 and the Ukraine since 2006. At an early stage in the business's development CFG identified the potential of acquiring holdings of high quality land and applying best practice in modern farming methods to produce a superior yield with excellent margins. The Company has adopted a proactive strategy of land acquisition and infrastructure development. In the last four years, area under production has increased to 26,122 ha and the Company has also made substantial investments in machinery, buildings and the human capital needed to grow the business. CFG has indicated that its target is to have 50,000 ha of land under planting by 2015. The Company has indicated that it is on track to plant over 32,000 ha in the Ukraine and 3,300 ha in Poland in 2013, including land operated by CFG in joint ventures with ED&F Man and RaboFarm. The growth that has been achieved so far has required significant investment. In 2008 and early 2009 the CFG Group raised EUR20 million of equity funding to accelerate its expansion in the Ukraine. These funds were used to advance the land lease programme, purchase modern machinery, chemicals and fertiliser as well as investment in storage facilities and for working capital purposes. The CFG IPO in 2011 raised a further EUR16.7 million. These funds have been used to build a business of considerable scale. The Offer will provide CFG with the access to capital necessary to allow it to expand upon the strategy set out at the time of the IPO.

The Consortium Members bring substantial capital, expertise and the benefits of access to their long track record in the international agribusiness sector. UFHC will enable CFG to achieve its goals and accelerate the development of its operations in a way not available to CFG in its current form.

The CFG Directors consider that the Offer recognises this potential and therefore presents an opportunity for CFG Shareholders to realise an attractive cash price for their CFG Shares. The Cash Alternative provides an attractive premium of 55.6 per cent. to the IPO price (23.1 pence for each CFG Share) when CFG was admitted to trading on AIM in 2011.

   6.             Irrevocable undertakings and a letter of intent

In aggregate, UFHC has received irrevocable undertakings and a letter of intent to vote in favour of the Scheme in relation to 117,296,523 CFG Shares, representing approximately 71.7 per cent. of the share capital of CFG in issue on 27 March 2013 (being the last Business Day before the date of this announcement), as follows:

(a) CFG Shareholders (including the CFG Directors) who hold, are beneficially entitled to or can control 111,553,797 CFG Shares in aggregate, representing approximately 68.2 per cent. of the share capital of CFG in issue on 27 March 2013 (being the last Business Day before the date of this announcement) have executed irrevocable undertakings to vote in favour of the Scheme; and

(b) a CFG Shareholder which is able to control 5,742,726 CFG Shares, representing approximately 3.5 per cent. of the share capital of CFG in issue on 27 March 2013 (being the last Business Day before the date of this announcement) has also stated, on a non-binding basis, that it intends to vote in favour of the Scheme.

UFHC has received irrevocable undertakings from those of the CFG Directors who hold or are beneficially entitled to CFG Shares to vote in favour of the Scheme in respect of 15,940,201 CFG Shares, representing approximately 9.8 per cent. of CFG's share capital in issue on 27 March 2013 (being the last Business Day before the date of this announcement).

Further details of these irrevocable undertakings and the letter of intent (including the circumstances in which certain of them may lapse) are set out in Appendix 2 to this announcement.

   7.             Information relating to CFG

CFG is a diversified agricultural producer whose principal activity is the cultivation and distribution of arable crops. CFG's principal farming operations are in the Lviv Oblast region, Western Ukraine and the Vistula Delta region, Northern Poland. CFG's core business is the production of oil seed rape, potatoes, wheat, sugar beet and maize. CFG's crops are sold when harvested or stored in CFG's storage facilities for later sale to the Ukrainian domestic market, Russia and the European Union. CFG had approximately 26,100 ha under crop for the 2012 harvest (excluding hectares harvested under joint ventures). The CFG Group employs approximately 170 permanent employees and up to 200 seasonal employees.

CFG Shares are traded on the Alternative Investment Market of the London Stock Exchange (AIM: CFGP) and the Enterprise Securities Market of the Irish Stock Exchange (ESM: CT3).

   8.             Current trading and prospects of CFG

On 28 March 2013, CFG announced its full year results for the 12 months ended 31 December 2012 which showed revenues of EUR31 million (2011: EUR25 million), EBITDA of EUR7.3 million (2011: EUR6.7 million) and profit before tax of EUR1.9 million (2011: EUR3.1 million).

During 2012 cropped area increased in line with the CFG's strategic plan with a 42 per cent. rise to 26,122 ha.

CFG has already planted approximately 19,600 ha of winter cereals for 2013 harvest, ahead of its growth strategy set out at the time of listing. With good conditions at the time of planting in Autumn 2012 and widespread snow cover throughout the winter, CFG's crops in Poland and Western Ukraine are currently in excellent health. CFG remains committed to its agronomy-led approach to farming based on a strategy of precision planting and expects this to continue delivering through improved yields and better margins.

   9.             Information relating to the Consortium

(a) SALIC was established by the Public Investment Fund of the Kingdom of Saudi Arabia for the purposes of making international investments in the agribusiness sector. SALIC is a substantial company with a paid-up share capital of SAR 3 billion (GBP530 million) and has seven board members, employing seven people on its management team. PIF, which is wholly-owned by the Government of Saudi Arabia, was established in 1971 for the purpose of providing financial support to commercial projects which are strategically significant for the development of the Saudi Arabian economy. PIF holds significant interests in a wide range of companies, principally in the financial, agricultural, transportation, industrial and real estate sectors.

(b) SGAF is 95 per cent. owned by Sheikh Sulaiman Al Rajhi and is part of the Al Rajhi group in the Kingdom of Saudi Arabia. SGAF makes diversified investments in agriculture and agriculture-related sectors on a global scale. SGAF is currently a very significant importer of grain and fodder into Saudi Arabia. In recent years, SGAF has forged strategic alliances and joint ventures with agribusiness partners in the Ukraine.

(c) Almarai is a public company listed on Tadawul (the Saudi Stock Exchange). Almarai is a major integrated consumer food group in the Middle East operating in a range of sectors including dairy, fruit juices, bakery, poultry and infant formula. Almarai has a strong market presence in Saudi Arabia and the neighbouring Gulf Co-operation Council countries. Almarai is the largest integrated dairy company in the world, with a market capitalisation of approximately SAR 26.6 billion (GBP4.6 billion) and turnover in 2012 of SAR 9.9 billion (GBP1.75 billion). As part of its vertical integration strategy, it also owns and operates arable farms in Argentina. Almarai is a well-recognised brand that was ranked number 4 in Forbes's list of 'Top-40 Arab Brands' and identified by both Credit Suisse and the FT as "a brand for tomorrow". Almarai employs 26,000 people.

   10.          Information relating to UFHC

UFHC was incorporated under the laws of the Kingdom of Saudi Arabia on 24 March 2013. UFHC is owned as to 34 per cent. by SALIC, 33 per cent. by SGAF and 33 per cent. by Almarai.

   11.          Management and employees

UFHC attaches great importance to the skills and experience of the current management and employees of CFG, and confirms that their existing employment rights (including pension rights) will be fully safeguarded.

UFHC is focused on retaining the expertise of the existing CFG management team following completion of the Offer.

   12.          CFG long-term incentive plan

The Scheme will extend to any CFG Shares which are unconditionally allotted or issued and fully paid (or credited as fully paid) before the record date of the Scheme, including CFG Shares issued pursuant to awards under the 2011 LTIP. Participants in the 2011 LTIP will be contacted regarding the effect of the Scheme on their rights under the 2011 LTIP, and appropriate proposals will be made to such participants in due course in respect of those rights under the 2011 LTIP that have already vested or will vest as a consequence of the Scheme becoming effective.

It is currently proposed that a new cash-based incentive arrangement will be implemented for key personnel under which the potential reward will be linked to the achievement of appropriate performance targets.

   13.          Financing

The cash consideration payable by UFHC to CFG Shareholders under the Offer will be financed by the existing cash resources of the Consortium.

Ernst & Young LLP, as financial adviser to UFHC, is satisfied that sufficient resources are available to UFHC to satisfy, in full, the cash consideration payable to CFG Shareholders under the terms of both the Basic Offer and the Cash Alternative.

   14.          Structure of the Offer

It is intended that the Offer will be implemented by way of a Court-sanctioned scheme of arrangement, between CFG and the CFG Shareholders, under section 157 of the Isle of Man Companies Act 2006.

The purpose of the Scheme is to provide for UFHC to become the holder of the entire issued and to be issued share capital of CFG. To become effective, the Scheme will require approval by a majority in number of CFG Shareholders who are present and voting (either in person or by proxy) at the Court Meeting, representing at least 75 per cent. in value of the CFG Shares voted.

The Scheme will also be subject to the Conditions and further terms set out in Appendix 1 to this announcement and the more detailed terms to be set out in the Scheme Document and the Form of Election. These Conditions provide that the Offer will lapse if the Scheme does not become effective by 5.00 p.m. on the Long Stop Date. The Scheme will also lapse (unless the parties to the Offer agree otherwise) if the Court Meeting does not take place on or before the twenty second day after the expected date of the Court Meeting to be set out in the Scheme Document. The Scheme will also lapse (unless the parties to the Offer agree otherwise) if the Scheme petition is not heard before the Court on or before the twenty second day after the expected date of the Scheme petition hearing to be set out in the Scheme Document.

Once the necessary approval from CFG Shareholders has been obtained, the Scheme must be sanctioned by the Court. After the Scheme has been sanctioned by the Court, the Court Order will become effective provided that a certified copy of the Court Order, together with a copy of the Scheme and any accompanying documents, is delivered to the Isle of Man Companies Registry within seven days of the date of the Court Order.

Once the Court Order becomes effective, the Scheme will be binding on all CFG Shareholders, irrespective of whether or not they attended or voted at the Court Meeting (and if they attended and voted, whether or not they voted in favour). However, the Scheme will not become effective until all other Conditions have been satisfied or (where applicable) waived. Subject to satisfaction or (where applicable) waiver of the other Conditions, the Scheme is expected to become effective during June 2013. On the Effective Date, share certificates in respect of CFG Shares will cease to be valid and entitlements to CFG Shares held within the CREST system will be cancelled.

CFG Shares will be acquired by UFHC pursuant to the Scheme fully paid and free from all liens, charges, equities, encumbrances, rights of pre-emption and any other interests of any nature whatsoever and together with all rights attaching thereto, including voting rights and the rights to receive and retain in full all dividends and other distributions declared, made or paid on or after the Effective Date.

UFHC reserves the right, subject to the consent of the Panel, to elect to implement the Offer by way of a Contractual Offer. Subject to the receipt of such consent, in such event the Offer would be implemented on substantially the same terms, subject to appropriate amendments (including, without limitation, an acceptance condition set at 90 per cent. (or such lesser percentage, being more than 50 per cent., as UFHC may decide) of the CFG Shares to which the Contractual Offer relates and of the voting rights carried by those CFG Shares).

The Scheme Document will include full details of the Scheme, together with the notice of the Court Meeting. The Scheme Document will also contain the expected timetable for the Offer and will specify the necessary actions to be taken by CFG Shareholders. The Scheme Document, together with the Form of Proxy and the Form of Election, will be posted to CFG Shareholders and, for information only, to persons with information rights and to holders of awards granted under the CFG 2011 LTIP as soon as practicable and, in any event, within 28 days of the date of this announcement. It is expected that the Court Meeting (subject to the approval of the Court) will be held in late May 2013.

   15.          Offer-related arrangement

The Consortium Members and CFG entered into a confidentiality agreement on 22 January 2013 pursuant to which each Consortium Member has undertaken to keep confidential information relating to CFG and not to disclose it to third parties (other than to permitted recipients) unless required by law or regulation. This confidentiality agreement includes a six month standstill period restricting certain dealings in CFG Shares by the Consortium Members, and non-solicitation undertakings by the Consortium Members in respect of senior CFG employees.

   16.          De-listing

Prior to the Court Meeting, CFG intends to notify AIM and ESM that it wishes to cancel the admission of its shares to trading, with effect as of or shortly following the Effective Date. AIM and ESM require a minimum of twenty Business Days' advance notice of the preferred cancellation date.

Cancellation will be effected by dealing notices to be disseminated by AIM and ESM through the Regulatory News Service operated by the London Stock Exchange. On the Effective Date, CFG will become a wholly-owned subsidiary of UFHC and share certificates in respect of CFG Shares will cease to be valid and entitlements to CFG Shares held within the CREST system will be cancelled.

   17.          Disclosure of interests in relevant securities

As at the close of business on 27 March 2013, being the last Business Day before the date of this announcement, save for the irrevocable undertakings and the letter of intent referred to in paragraph 6 above, UFHC, the Consortium Members, their respective directors and, so far as UFHC is aware, persons acting, or deemed to be acting, in concert with UFHC:

   (a)           had no interest in, or right to subscribe for, relevant securities of CFG;

(b) had no short position (whether conditional or absolute and whether in the money or otherwise), including any short position under a derivative, any agreement to sell or any delivery obligation or right to require another person to purchase or take delivery of, relevant securities of CFG;

(c) had not procured an irrevocable commitment or letter of intent to accept or vote in favour of the Offer in respect of relevant securities of CFG; or

   (d)           had not borrowed or lent any CFG Shares.

Furthermore, no arrangement exists with UFHC or any person acting in concert with UFHC in relation to the CFG Shares. For these purposes, "arrangement" includes any indemnity or option arrangement, any agreement or any understanding, formal or informal, of whatever nature, relating to CFG Shares, which may be an inducement to deal or refrain from dealing in such securities.

   18.          Documents on display

Copies of the following documents will be published by no later than 12 noon (London time) on the Business Day following the date of this announcement on CFG's website at www.continentalfarmersgroup.com:

(a) the irrevocable undertakings and letter of intent referred to in paragraph 6 above and summarised in Appendix 2 to this announcement;

   (b)           the confidentiality agreement referred to in paragraph 15 above; and 
   (c)           this announcement. 
   19.          General

The Offer will be subject to the Conditions and certain further terms set out in Appendix 1 to this announcement and to the more detailed terms to be set out in the Scheme Document when published.

The Scheme will be governed by the law of the Isle of Man and will be subject to the jurisdiction of the courts of the Isle of Man. The Scheme will be subject to the applicable requirements of the Code, the London Stock Exchange, the Irish Stock Exchange and is conditional, among other things, on approval by the AMC in a form reasonably satisfactory to UFHC.

Certain terms used in this announcement are defined in Appendix 4.

Enquiries

 
 Maitland (PR adviser to UFHC)           +44 (0)20 7379 5151 
 Neil Bennett 
 Brian Hudspith 
 
 Ernst & Young LLP (Financial adviser 
  to UFHC)                               +44 (0)20 7951 2000 
 Tim Medak 
 Mark Harrison 
 
 CFG                                     +44 (0)7917 017818 
 Mark Laird (Chief Executive) 
 
 Dickson Minto (Financial adviser 
  to CFG)                                +44(0) 207 628 4455 
 Douglas Armstrong 
 
 Deloitte Corporate Finance (Rule 
  3 adviser to CFG)                      +44 (0)20 7936 3000 
 James Lewis 
 Gavin Hood 
 Craig Lukins 
 
 Davy (Nomad and ESM adviser to 
  CFG)                                   +353 1 679 6363 
 John Frain 
 Anthony Farrell 
 
 Murray Consulting (PR adviser to 
  CFG)                                   +353 876 909 735 
 Joe Heron

Further information

The statements contained in this announcement are made as at the date of this announcement, unless some other time is specified in relation to them.

Overseas jurisdictions

Forward-looking statements

No profit forecasts or estimates

Disclosure requirements of the Code

Rule 2.10 disclosure

Information relating to CFG Shareholders

Publication on website

Appendix 1

Conditions and certain further terms of the SCHEME

Part A: Conditions to the Scheme

   1.             The Scheme will be subject to the following Conditions:

(a) the Court Meeting taking place on or before the date that is the twenty second day after the expected date of the Court Meeting to be set out in the Scheme Document (or such later date (if any) as UFHC and CFG may agree);

(b) the approval of the Scheme by a majority in number of the CFG Shareholders who are present and vote, whether in person or by proxy, at the Court Meeting and who represent not less than 75 per cent. in value of the CFG Shares voted by those CFG Shareholders;

(c) the Scheme petition being heard at the Court on or before the date that is the twenty second day after the expected date of the Scheme petition hearing to be set out in the Scheme Document (or such later date (if any) as UFHC and CFG may agree);

(d) the sanction of the Scheme (with or without modification but subject to any modification being on terms acceptable to UFHC and CFG) by the Court and the delivery of a certified copy of the Court Order, together with a copy of the Scheme and any accompanying documents, to the Isle of Man Companies Registry within seven days of the date of the Court Order; and

   (e)           the Scheme becoming effective on or before 5.00 p.m. on the Long Stop Date.

2. Subject as stated in Part B below and to the requirements of the Panel in accordance with the Code, UFHC and CFG have agreed that the Scheme will be subject to the following additional Conditions:

Ukraine anti-trust approval

(a) approval of the acquisition of CFG by UFHC being received from the AMC in a form reasonably satisfactory to UFHC;

Notifications, waiting periods and authorisations

(b) other than in relation to the matter referred to in Condition 2(a), all material notifications, filings or applications which are necessary or reasonably considered appropriate in connection with the Offer having been made and all necessary waiting periods (including any extensions thereof) under any applicable legislation or regulation of any jurisdiction having expired, lapsed or been terminated (as appropriate) and all statutory and regulatory obligations in any jurisdiction having been complied with in each case in respect of the Offer and all Authorisations deemed necessary or reasonably appropriate by UFHC in any jurisdiction for or in respect of the Offer and, except pursuant to section 160 of the Isle of Man Companies Act 2006, the acquisition or the proposed acquisition of any shares or other securities in, or control or management of, CFG or any other member of the CFG Group by UFHC having been obtained in terms and in a form reasonably satisfactory to UFHC from all appropriate Third Parties or (without prejudice to the generality of the foregoing) from any person or bodies with whom any Consortium Group Member or any member of the CFG Group has entered into contractual arrangements and all such Authorisations necessary, appropriate or desirable to carry on the business of any member of the CFG Group in any jurisdiction having been obtained and all such Authorisations remaining in full force and effect at the time at which the Offer becomes otherwise wholly unconditional and there being no notice or intimation of an intention to revoke, suspend, restrict, modify or not to renew such Authorisations;

General anti-trust and regulatory

(c) other than in relation to the matter referred to in Condition 2(a), no anti-trust regulator or Third Party having given notice of a decision to take, institute, implement or threaten any action, proceeding, suit, investigation, inquiry or reference (and in each case, not having withdrawn the same), or having required any action to be taken or otherwise having done anything, or having enacted, made or proposed any statute, regulation, decision, order or change to published practice (and in each case, not having withdrawn the same) and there not continuing to be outstanding any statute, regulation, decision or order which would or might reasonably be expected to (in any case which is material in the context of the Offer):

(i) require, prevent or materially delay or affect the divestiture or materially prejudice the terms envisaged for such divestiture by any Consortium Group Member or by any member of the CFG Group of all or any material part of their respective businesses, assets or property or of any CFG Shares or other securities in CFG or impose any limitation on the ability of all or any of them to conduct their businesses (or any part thereof) or to own, control or manage any of their assets or properties (or any part thereof) to an extent which is material in the context of the relevant Consortium Group Member or member of the CFG Group (as the case may be) taken as a whole;

(ii) except pursuant to section 160 of the Isle of Man Companies Act 2006, require any Consortium Group Member or any member of the CFG Group to acquire or offer to acquire any shares, other securities (or the equivalent) or interest in any member of the CFG Group or any asset owned by any Third Party (other than in the implementation of the Offer);

(iii) impose any limitation on, or result in a delay in, the ability of any Consortium Group Member directly or indirectly to acquire, hold or to exercise effectively all or any rights of ownership in respect of shares or other securities in CFG or on the ability of any member of the CFG Group or any Consortium Group Member directly or indirectly to hold or exercise effectively all or any rights of ownership in respect of shares or other securities (or the equivalent) in, or to exercise voting or management control over, any member of the CFG Group to an extent which is material in the context of the CFG Group or the relevant Consortium Group Member (as the case may be) taken as a whole;

(iv) otherwise adversely affect any or all of the business, assets, financial or trading position, profits or prospects of any member of the CFG Group or any Consortium Group Member to an extent which is material in the context of the CFG Group or the relevant Consortium Group Member (as the case may be) taken as a whole;

(v) result in any member of the CFG Group or any Consortium Group Member ceasing to be able to carry on business under any name under which it presently carries on business;

(vi) make the Offer or its implementation, or the acquisition or proposed acquisition of any shares or other securities in or control of CFG by any Consortium Group Member, void, unenforceable and/or illegal under the laws of any relevant jurisdiction, or otherwise, directly or indirectly, prevent or prohibit, restrict, restrain, or delay the same or otherwise interfere with the Offer or its implementation, or impose material additional conditions or obligations with respect to, or otherwise impede, interfere or require amendment of the Offer or the acquisition or proposed acquisition of any shares or other securities in or control of CFG by any Consortium Group Member to an extent which is material in the context of the Offer;

(vii) require, prevent or materially delay a divestiture by any Consortium Group Member of any shares or other securities (or the equivalent) in any member of the CFG Group or any Consortium Group Member to an extent which is material in the context of the CFG Group or relevant Consortium Group Member (as the case may be) taken as a whole; or

(viii) impose any limitation on the ability of any Consortium Group Member or any member of the CFG Group to conduct or integrate all or any part of its business with all or any part of the business of any other Consortium Group Member and/or the CFG Group to an extent which is material in the context of the CFG Group or the relevant Consortium Group Member (as the case may be) taken as a whole,

and all applicable waiting and other time periods (including any extensions thereof) during which any such anti-trust regulator or Third Party could decide to take, institute, implement or threaten any such action, proceeding, suit, investigation, enquiry or reference or take any other step under the laws of any jurisdiction in respect of the Offer having expired, lapsed or been terminated;

Certain matters arising as a result of arrangement, agreement, etc.

(d) except as Disclosed, there being no provision of any arrangement, agreement, lease, licence, franchise, permit or other instrument to which any member of the CFG Group is a party or by or to which any such member or any of its assets is or may be bound, entitled or subject or any event or circumstance which, as a consequence of the Offer or because of a change in the control of CFG or any other member of the CFG Group, could or might reasonably be expected to result in (in any case to an extent which is or would be material in the context of the CFG Group taken as a whole):

(i) any monies borrowed by, or any other indebtedness, actual or contingent, of, or any grant available to, any member of the CFG Group being or becoming repayable, or capable of being declared repayable, immediately or before its or their stated maturity date or repayment date, or the ability of any such member to borrow monies or incur any indebtedness being withdrawn or inhibited or being capable of becoming or being withdrawn or inhibited;

(ii) the creation or enforcement of any mortgage, charge or other security interest over the whole or any part of the business, property or assets of any member of the CFG Group or any such mortgage, charge or other security interest (whenever created, arising or having arisen) becoming enforceable;

(iii) any such arrangement, agreement, lease, licence, franchise, permit or other instrument being terminated or the rights, liabilities, obligations or interests of any member of the CFG Group therein being adversely modified or adversely affected or any obligation or liability arising or any adverse action being taken or arising thereunder;

(iv) any liability of any member of the CFG Group to make any severance, termination, bonus or other payment to any of its directors or other officers;

(v) the rights, liabilities, obligations, interests or business of any member of the CFG Group under any such arrangement, agreement, lease, licence, franchise, permit or other instrument, or the interests or business of any member of the CFG Group in or with any other person, body, firm or company (or any agreement or arrangement relating to any such interests or business) being or becoming capable of being terminated, or adversely modified or affected or any onerous obligation or liability arising or any adverse action being taken thereunder;

(vi) any member of the CFG Group ceasing to be able to carry on business under any name under which it presently carries on business;

(vii) the value of, or the financial or trading position or prospects of, any member of the CFG Group being prejudiced or adversely affected; or

(viii) the creation or acceleration of any liability (actual or contingent) by any member of the CFG Group other than trade creditors or other liabilities incurred in the ordinary course of business,

and no event having occurred which, under any provision of any arrangement, agreement, lease, licence, franchise, permit or other instrument to which any member of the CFG Group is a party or by or to which any such member or any of its assets are bound, entitled or subject, would be expected to result in any of the events or circumstances as are referred to in Conditions 2(d)(i) to 2(d)(viii) (in each case to an extent which is material in the context of the CFG Group taken as a whole);

Certain events occurring since 31 December 2011

   (e)           except as Disclosed, no member of the CFG Group having since 31 December 2011:

(i) issued or agreed to issue, or authorised or proposed or announced its intention to authorise or propose the issue of, additional shares of any class or securities or securities convertible into, or exchangeable for, or rights, warrants or options to subscribe for or acquire, any such shares, securities or convertible securities (except, where relevant, as between CFG and wholly-owned subsidiaries of CFG or between the wholly-owned subsidiaries of CFG and except for the issue of CFG Shares on the exercise of employee share options or vesting of employee share awards in the ordinary course under the 2011 LTIP);

(ii) recommended, declared, paid or made or proposed to recommend, declare, pay or make any bonus, dividend or other distribution (whether payable in cash or otherwise) or dividends (or other distributions whether payable in cash or otherwise) other than any lawfully paid or made by any wholly-owned subsidiary of CFG to CFG or any of its wholly-owned subsidiaries;

(iii) other than pursuant to the Offer (and except for transactions between CFG and its wholly-owned subsidiaries or between the wholly-owned subsidiaries of CFG and transactions in the ordinary course of business) implemented, effected, authorised or proposed or announced its intention to implement, effect, authorise or propose any merger, demerger, reconstruction, amalgamation, scheme, commitment, acquisition or disposal of assets or shares or loan capital (or the equivalent thereof) in any undertaking or undertakings in any such case to an extent which is material in the context of the CFG Group taken as a whole;

(iv) (except for transactions between CFG and its wholly-owned subsidiaries or between the wholly-owned subsidiaries of CFG) disposed of, or transferred, mortgaged or created any security interest over any asset or any right, title or interest in any asset or authorised, proposed or announced any intention to do so which in any case is material in the context of the CFG Group taken as a whole;

(v) (except for transactions between CFG and its wholly-owned subsidiaries or between the wholly-owned subsidiaries of CFG) issued, authorised or proposed or announced an intention to authorise or propose the issue of, or made any change in or to the terms of, any debentures or become subject to any contingent liability or incurred or increased any indebtedness which in any case is material in the context of the CFG Group taken as a whole;

(vi) entered into or varied or authorised, proposed or announced its intention to enter into or vary any material contract, arrangement, agreement, transaction or commitment (whether in respect of capital expenditure or otherwise) except in the ordinary course of business which is of a long term, unusual or onerous nature or magnitude or which involves an obligation of a nature or magnitude which is likely to be restrictive on the business of any member of the CFG Group and which in any case is material in the context of the CFG Group taken as a whole;

(vii) entered into or varied the terms of, or made any offer (which remains open for acceptance) to enter into or vary to a material extent the terms of, any contract, service agreement, commitment or arrangement with any director or senior executive of any member of the CFG Group save as agreed by UFHC;

(viii) proposed, agreed to provide or modified the terms of any share option scheme, incentive scheme or other benefit relating to the employment or termination of employment of any employee of the CFG Group save as agreed by UFHC;

(ix) purchased, redeemed or repaid or announced any proposal to purchase, redeem or repay any of its own shares or other securities or reduced or, except in respect of the matters mentioned in sub-paragraph 2(e)(i) above, made any other change to any part of its share capital, save as agreed by UFHC;

(x) waived, compromised or settled any claim (other than in the ordinary course of business) which is material in the context of the CFG Group taken as a whole;

(xi) terminated or varied the terms of any agreement or arrangement between any member of the CFG Group and any other person in a manner which would have a material adverse effect on the financial position of the CFG taken as a whole;

(xii) other than pursuant to the Offer and as envisaged in accordance with the terms of the Scheme, made any alteration to its memorandum or articles of association or other incorporation documents in each case which is material in the context of the Offer;

(xiii) except in relation to changes made or agreed as a result of, or arising from, changes to legislation, made or agreed or consented to any change to the terms of the trust deeds and rules constituting the pension scheme(s) established for its directors, employees or their dependants or any material change to the benefits which accrue, or to the pensions which are payable, thereunder, or to the basis on which qualification for, or accrual or entitlement to, such benefits or pensions are calculated or determined or to the basis upon which the liabilities (including pensions) of such pension schemes are funded or made, or agreed or consented to, in each case which is material in the context of the CFG Group taken as a whole;

(xiv) been unable, or admitted in writing that it is unable, to pay its debts or commenced negotiations with one or more of its creditors with a view to rescheduling or restructuring any of its indebtedness, or having stopped or suspended (or threatened to stop or suspend) payment of its debts generally or ceased or threatened to cease carrying on all or a substantial part of its business, in each case which is material in the context of the CFG Group taken as a whole;

(xv) (other than in respect of a member of the CFG Group which is dormant and was solvent at the relevant time) taken or proposed any steps, corporate action or had any legal proceedings instituted or threatened against it in relation to the suspension of payments, a moratorium of any indebtedness, its winding-up (voluntary or otherwise), dissolution, reorganisation or for the appointment of a receiver, administrator, manager, administrative receiver, trustee or similar officer of all or any material part of its assets or revenues or any analogous or equivalent steps or proceedings in any jurisdiction or appointed any analogous person in any jurisdiction or had any such person appointed, in each case which is material in the context of the CFG Group taken as a whole;

(xvi) (except for transactions between CFG and its wholly-owned subsidiaries or between the wholly-owned subsidiaries of CFG) made, authorised, proposed or announced an intention to propose any change in its loan capital, in each case which is material in the context of the CFG Group taken as a whole;

(xvii) entered into, implemented or authorised the entry into, any joint venture, asset or profit sharing arrangement, partnership or merger of business or corporate entities, in each case which is material in the context of the CFG Group taken as a whole;

(xviii) entered into any licence or other disposal of intellectual property rights of any member of the CFG Group which are material in the context of the CFG Group and outside the normal course of business; or

(xix) entered into any agreement, arrangement, commitment or contract or passed any resolution or made any offer (which remains open for acceptance) with respect to or announced an intention to, or to propose to, effect any of the transactions, matters or events referred to in this Condition 2(e);

No adverse change, litigation, regulatory enquiry or similar

   (f)            except as Disclosed, since 31 December 2011 there having been:

(i) no adverse change and no circumstance having arisen which would or might be reasonably expected to result in any adverse change in, the business, assets, financial or trading position or profits or prospects or operational performance of any member of the CFG Group which in any case is material in the context of the CFG Group taken as a whole;

(ii) no litigation, arbitration proceedings, prosecution or other legal proceedings (including, without limitation, with regard to intellectual property rights owned or used by the CFG Group) having been threatened, announced or instituted by or against or remaining outstanding against or in respect of, any member of the CFG Group or to which any member of the CFG Group is or may become a party (whether as claimant, defendant or otherwise), in each case which might reasonably be expected to have a material adverse effect on the CFG Group taken as a whole or in the context of the Offer;

(iii) no enquiry, review or investigation by, or complaint or reference to, any Third Party against or in respect of any member of the CFG Group having been threatened, announced or instituted or remaining outstanding by, against or in respect of any member of the CFG Group, in each case which might reasonably be expected to have a material adverse effect on the CFG Group taken as a whole or in the context of the Offer;

(iv) no contingent or other liability having arisen or become apparent to UFHC or increased other than in the ordinary course of business which would or might reasonably be expected to adversely affect the business, assets, financial or trading position or profits or prospects of any member of the CFG Group to an extent which is material in the context of the CFG Group taken as a whole or in the context of the Offer; and

(v) no steps having been taken and no omissions having been made which are likely to result in the withdrawal, cancellation, termination or modification of any licence held by any member of the CFG Group which is necessary for the proper carrying on of its business and the withdrawal, cancellation, termination or modification of which might reasonably be expected to have a material adverse effect on the CFG Group taken as a whole or in the context of the Offer;

No discovery of certain matters regarding information, liabilities and environmental issues

   (g)           except as Disclosed, UFHC not having discovered:

(i) that any financial, business or other information concerning the CFG Group Disclosed by or on behalf of any member of the CFG Group before the date of this announcement is misleading, contains a misrepresentation of any fact, or omits to state a fact necessary to make that information not misleading, to an extent which in any such case is material in the context of the CFG Group taken as a whole;

(ii) that any member of the CFG Group or any partnership, company or other entity in which any member of the CFG Group has a significant economic interest and which is not a subsidiary undertaking of CFG is, otherwise than in the ordinary course of business, subject to any liability, contingent or otherwise and which is material in the context of the CFG Group taken as a whole or in the context of the Offer;

(iii) that any past or present member of the CFG Group has not complied in any material respect with all applicable legislation, regulations or other requirements of any jurisdiction or any Authorisations relating to the use, treatment, storage, carriage, disposal, discharge, spillage, release, leak or emission of any waste or hazardous substance or any substance likely to impair the environment (including any property) or harm human or animal health or otherwise relating to environmental matters or the health and safety of humans, which noncompliance would be likely to give rise to any liability including any penalty for non-compliance (whether actual or contingent) on the part of any member of the CFG Group which in any case is material in the context of the CFG Group taken as a whole;

(iv) that there has been a material disposal, discharge, spillage, accumulation, release, leak, emission or the migration, production, supply, treatment, storage, transport or use of any waste or hazardous substance or any substance likely to impair the environment (including any property) or harm human or animal health which (whether or not giving rise to non-compliance with any law or regulation), would be likely to give rise to any liability (whether actual or contingent) on the part of any member of the CFG Group which in any case is material in the context of the CFG Group taken as a whole;

(v) that there is or is reasonably likely to be any obligation or liability (whether actual or contingent) or requirement to make good, remediate, repair, reinstate or clean up any property, asset or any controlled waters currently or previously owned, occupied, operated or made use of or controlled by any past or present member of the CFG Group (or on its behalf), or in which any such member may have or previously have had or be deemed to have had an interest, under any environmental legislation, common law, regulation, notice, circular, Authorisation or order of any Third Party in any jurisdiction or to contribute to the cost thereof or associated therewith or indemnify any person in relation thereto which in any case is material in the context of the CFG Group taken as a whole;

(vi) that circumstances exist (whether as a result of making the Offer or otherwise) which would be reasonably likely to lead to any Third Party instituting (or whereby any member of the CFG Group would be likely to be required to institute) an environmental audit or take any steps which would in any such case be reasonably likely to result in any actual or contingent liability to improve or install new plant or equipment or to make good, repair, reinstate or clean up any property of any description or any asset now or previously owned, occupied or made use of by any past or present member of the CFG Group (or on its behalf) or by any person for which a member of the CFG Group is or has been responsible, or in which any such member may have or previously have had or be deemed to have had an interest, which in any case is material in the context of the CFG Group taken as a whole; or

(vii) that circumstances exist whereby a person or class of persons have or is reasonably likely to have any legitimate claim or claims in respect of any product or process, or materials used therein, now or previously manufactured, sold, supplied or carried out by any past or present member of the CFG Group which in each case is material in the context of the CFG Group taken as a whole.

Part B: Certain further terms of the Scheme and the Offer

1. Subject to the requirements of the Panel, UFHC reserves the right to waive, in whole or in part, all or any of Conditions 2(a) to 2(g) (inclusive).

2. The Scheme will not become effective unless the Conditions have been fulfilled or (if capable of waiver) waived or, where appropriate, have been determined by UFHC to be or remain satisfied by no later than the Long Stop Date.

3. If UFHC is required by the Panel to make an offer for CFG Shares under the provisions of Rule 9 of the Code, UFHC may make such alterations to any of the above Conditions and terms of the Offer as are necessary to comply with the provisions of that Rule.

4. UFHC reserves the right to elect, with the consent of the Panel and with CFG's prior written consent, to implement the Offer by way of a Contractual Offer. In such event, the acquisition will be implemented on substantially the same terms subject to appropriate amendments (including, without limitation, an acceptance condition set at 90 per cent. (or such lesser percentage being more than 50 per cent. as UFHC may decide) of the shares to which the Contractual Offer relates and of the voting rights carried by those shares), so far as applicable, as those which would apply to the Scheme.

The availability of the Scheme to persons not resident in the United Kingdom or the Isle of Man may be affected by the laws of the relevant jurisdictions. Persons who are not resident in the United Kingdom or the Isle of Man should inform themselves about and observe any applicable requirements.

The Scheme is not being made, directly or indirectly, in, into or from, or by use of the mails of, or by any means of instrumentality (including, but not limited to, facsimile, e-mail or other electronic transmission, telex or telephone) of interstate or foreign commerce of, or of any facility of a national, state or other securities exchange of, any jurisdiction where to do so would violate the laws of that jurisdiction.

Under Rule 13.5 of the Code, UFHC may not invoke a Condition to the Offer so as to cause the Offer not to proceed, to lapse or to be withdrawn unless the circumstances which give rise to the right to invoke the condition are of material significance to UFHC in the context of the Offer. The Condition contained in paragraph 1 of Part A is not subject to this provision of the Code.

The Scheme will be governed by the law of the Isle of Man and will be subject to the jurisdiction of the Isle of Man courts and to the more detailed terms to be set out in the Scheme Document. The Scheme will be subject to the applicable requirements of the Code, the Panel, the London Stock Exchange, the Irish Stock Exchange and is conditional, among other things, on approval by the AMC in a form acceptable to UFHC.

Except with the consent of the Panel, the cash consideration for the Offer shall be sent to CFG Shareholders within 14 days of the Effective Date. If the Offer lapses or is withdrawn, all documents of title and other documents lodged with any form of election will be returned as soon as practicable (and in any event within 14 days of such lapsing or withdrawal) and the receiving agent will immediately give instructions for the release of securities held in escrow.

Appendix 2

Irrevocable undertakings and Letter of intent

Part A: Irrevocable undertakings

(a) The following persons have given irrevocable undertakings to vote in favour of the Scheme at the Court Meeting and to accept the Basic Offer (or to procure such vote and acceptance) as follows:

 
 Name                          Number of CFG Shares   Percentage of issued 
                                                       share capital of CFG 
                                                       (%) 
----------------------------  ---------------------  ---------------------- 
 Nicholas Sherren Parker       663,820                0.41 
----------------------------  ---------------------  ---------------------- 
 Julia Caroline Hamilton 
  Parker                       153,189                0.09 
----------------------------  ---------------------  ---------------------- 
 James Edward Hamilton 
  Parker                       1,174,451              0.72 
----------------------------  ---------------------  ---------------------- 
 Sarah Mary Hamilton 
  Parker                       304,879                0.19 
----------------------------  ---------------------  ---------------------- 
 Lucie Camilla Hamilton 
  Parker                       304,879                0.19 
----------------------------  ---------------------  ---------------------- 
 Crescent Trustees Limited 
  P301390 Acct (as trustee 
  of Nicholas Parker's 
  SIPP)                        1,187,767              0.73 
----------------------------  ---------------------  ---------------------- 
 Mark Charles Laird            11,629,845             7.11 
----------------------------  ---------------------  ---------------------- 
 Sir Malcolm Leslie Rifkind    30,000                 0.02 
----------------------------  ---------------------  ---------------------- 
 Peter Eric Priestley          3,616,536              2.21 
----------------------------  ---------------------  ---------------------- 
 Gerardine O'Connor            7,413,851              4.53 
----------------------------  ---------------------  ---------------------- 
 Keith Dawson                  2,408,892              1.47 
----------------------------  ---------------------  ---------------------- 
 Origin International 
  Enterprises BV               39,640,345             24.25 
----------------------------  ---------------------  ---------------------- 
 TOTAL                         68,528,454             41.92 
----------------------------  ---------------------  ----------------------

In addition to the irrevocable undertakings with respect to CFG Shares above:

(i) The irrevocable undertaking given by Mark Laird extends to any CFG Shares issued to him under the 2011 LTIP. Awards over 2,212,000 CFG Shares have been made to Mark Laird under the 2011 LTIP of which awards over up to 1,106,000 CFG Shares are expected to vest if the Scheme becomes effective.

(ii) Alastair Stewart, a CFG Director who currently holds no CFG Shares, has irrevocably undertaken to accept the Offer in respect of any CFG Shares issued to him pursuant to the 2011 LTIP. Awards over 763,000 CFG Shares have been made to Alastair Stewart under the 2011 LTIP of which awards over up to 381,500 CFG Shares are expected to vest if the Scheme becomes effective.

(iii) The irrevocable undertaking given by Keith Dawson extends to any CFG Shares issued to him under the 2011 LTIP. Awards over 240,000 CFG Shares have been made to Keith Dawson under the 2011 LTIP of which awards over up to 120,000 CFG Shares are expected to vest if the Scheme becomes effective.

The undertakings referred to above shall only lapse if: (i) the Scheme Document (or, if UFHC elects to implement the Offer by way of a Contractual Offer, the offer document relating to the Contractual Offer) is not published within 28 days of the date of this announcement (or such longer period as UFHC, with the consent of the Panel, determines); or (ii) in the event that the Offer is implemented by way of a Contractual Offer, the Offer lapses or is withdrawn; or (iii) in the event that the Offer is implemented by way of a Scheme, the Scheme terminates or lapses in accordance with its terms or otherwise becomes incapable of becoming effective, provided that UFHC has not, within seven days of the Scheme having so terminated or lapsed, announced in accordance with Rule 2 of the Code that it intends to implement the Offer by way of a Contractual Offer.

(b) The following persons have given irrevocable undertakings to vote in favour of the Scheme at the Court Meeting and to elect to receive the Cash Alternative (or to procure such vote and election) as follows:

 
 Name                               Number of CFG Shares   Percentage of issued 
                                                            share capital of CFG 
                                                            (%) 
---------------------------------  ---------------------  ---------------------- 
 Artemis Investment Management 
  LLP                               12,349,694             7.55 
---------------------------------  ---------------------  ---------------------- 
 F&C Management Limited 
  and F&C Investment Business 
  Limited                           8,814,713              5.39 
---------------------------------  ---------------------  ---------------------- 
 Rockhopper Investments 
  Limited                           6,016,220              3.68 
---------------------------------  ---------------------  ---------------------- 
 Polar Capital European 
  Forager Fund Ltd                  5,742,726              3.51 
---------------------------------  ---------------------  ---------------------- 
 Kleinwort Benson Investors 
  Dublin Limited and Kleinwort 
  Benson Investors International 
  Limited                           5,259,264              3.22 
---------------------------------  ---------------------  ---------------------- 
 Zurich Life Assurance 
  plc                               4,842,726              2.96 
---------------------------------  ---------------------  ---------------------- 
 TOTAL                              43,025,343             26.32 
---------------------------------  ---------------------  ----------------------

Part B: Letter of intent

The following person has given a letter of intent to vote (or to procure the voting) in favour of the Scheme at the Court Meeting as follows:

 
 Name                     Number of CFG Shares   Percentage of issued 
                                                  share capital of CFG 
                                                  (%) 
-----------------------  ---------------------  ---------------------- 
 BGF World Agriculture 
  Fund                    5,742,726              3.51 
-----------------------  ---------------------  ----------------------

In the event that either (i) the Scheme Document is not sent to CFG Shareholders within 28 days of the date of this announcement or (ii) the Scheme does not become effective on or before 30 September 2013, the letter of intent referred to above shall automatically lapse.

Appendix 3

Sources and Bases

1. Unless otherwise stated, financial information relating to the CFG Group has been extracted or derived (without any adjustment) from the audited annual report and accounts for CFG for the year ended 31 December 2011 and CFG's announcement dated 28 March 2013 of its final results for the year ended 31 December 2012 (which are unaudited).

2. The value of the Offer is calculated by reference to the price of 24.0 pence for each CFG Share, being the Closing Price on 27 March 2013, being the last Business Day before the date of this announcement and on the basis of the fully diluted number of CFG Shares in issue referred to in paragraph 4 below.

3. As at the close of business on 27 March 2013, being the last Business Day before the date of this announcement, CFG had in issue 163,488,703 CFG Shares. The International Securities Identification Number for CFG Shares is IM00B50X9K63.

4. The fully diluted share capital of CFG (being 166,266,203 CFG Shares) is calculated on the basis of the number of issued CFG Shares referred to in paragraph 3 above and assuming that awards vest in respect of 2,777,500 CFG Shares under the 2011 LTIP.

5. Unless otherwise stated, all prices and closing prices for CFG Shares are closing middle market quotations derived from the London Stock Exchange Daily Official List.

Appendix 4

Definitions

The following definitions apply throughout this document unless the context requires otherwise:

 
 GBP, GBP, Sterling, pence or p   the lawful currency of the UK 
 EUR                              Euro 
 2011 LTIP                        the CFG Long Term Incentive Plan 
                                   2011 
 AIM                              the Alternative Investment Market 
                                   of the London Stock Exchange 
 Almarai                          Almarai Company, a joint stock 
                                   company incorporated under the 
                                   laws of the Kingdom of Saudi Arabia 
                                   with commercial registration number 
                                   1010084223 
 AMC                              Antimonopoly Committee of Ukraine 
 Authorisations                   material authorisations, orders, 
                                   recognitions, grants, consents, 
                                   clearances, confirmations, certificates, 
                                   licences, permissions and approvals 
 Basic Offer                      the offer of 35 pence in cash for 
                                   each CFG Share plus the Deferred 
                                   Consideration (if any) 
 Business Day                     a day on which the London Stock 
                                   Exchange is open for business 
 Cash Alternative                 the offer of 36 pence in cash for 
                                   each CFG Share (with no entitlement 
                                   to any Deferred Consideration) 
 CFG                              Continental Farmers Group plc, 
                                   incorporated under the laws of 
                                   the Isle of Man with registration 
                                   number 2692V 
 CFG Directors                    the directors of CFG 
 CFG Group                        CFG, its subsidiaries and subsidiary 
                                   undertakings from time to time 
 CFG Shareholders                 holders of CFG Shares 
 CFG Shares                       the ordinary shares of EUR0.01 
                                   each in CFG 
 Closing Price                    the closing middle market quotation 
                                   of a CFG Share as derived from 
                                   the AIM appendix to the Daily Official 
                                   List 
 Code                             the City Code on Takeovers and 
                                   Mergers published by the Panel 
 Company                          CFG 
 Conditions                       the conditions to the implementation 
                                   of the Offer (including the Scheme) 
                                   as set out in Appendix 1 to this 
                                   announcement and to be set out 
                                   in the Scheme Document 
 Consortium                       SALIC, SGAF and Almarai 
 Consortium Group Member          a Consortium Member, its parent 
                                   undertaking (if any) or any of 
                                   its subsidiaries, subsidiary undertakings 
                                   and associates 
 Consortium Members               any of SALIC, SGAF and Almarai 
 Contractual Offer                the implementation of the Offer 
                                   by means of a takeover offer under 
                                   section 974 of the UK Companies 
                                   Act, rather than by means of the 
                                   Scheme 
 Court                            the High Court of Justice of the 
                                   Isle of Man 
 Court Meeting                    the meeting of CFG Shareholders, 
                                   intended to be convened by the 
                                   Court, to approve the Scheme 
 Court Order                      the order of the Court sanctioning 
                                   the Scheme 
 CREST                            the relevant system (as defined 
                                   in the Uncertificated Securities 
                                   Regulations 2001 (SI 2001/3755)) 
                                   in respect of which Euroclear UK 
                                   & Ireland limited is the operator 
                                   (as defined in such regulations) 
                                   in accordance with which securities 
                                   may be held and transferred in 
                                   uncertificated form 
 Daily Official List              the Daily Official List of the 
                                   London Stock Exchange 
 Davy                             J&E Davy, trading as Davy including 
                                   its affiliate Davy Corporate Finance 
                                   Limited 
 Deferred Consideration           up to a further 2 pence in cash 
                                   for each CFG Share payable under 
                                   the Basic Offer which is contingent 
                                   upon the amount of Relevant Land 
                                   registered on the Ukraine Register 
                                   during the Registration Period 
 Deloitte or Deloitte Corporate   Deloitte Corporate Finance, a division 
  Finance                          of Deloitte LLP whose registered 
                                   office is at 2 New Street Square, 
                                   London EC4A 3BZ, United Kingdom, 
                                   Rule 3 adviser to CFG 
 Disclosed                        (a) disclosed in the annual report 
                                   and accounts of CFG for the period 
                                   ended 31 December 2011, (b) Publicly 
                                   Announced, (c) disclosed in this 
                                   announcement or (d) fairly disclosed 
                                   to UFHC, its officers or employees, 
                                   or its financial, legal or tax 
                                   advisers (specifically in their 
                                   capacity as UFHC's advisers in 
                                   relation to the Offer) by or on 
                                   behalf of CFG before the date of 
                                   this announcement 
 EBITDA                           earnings before interest, tax, 
                                   depreciation and amortisation 
 Effective Date                   the date on which all Conditions 
                                   to the Scheme are satisfied or 
                                   (where applicable) waived 
 ESM                              the Enterprise Securities Market 
                                   of the Irish Stock Exchange 
 Exchange Act                     US Securities Exchange Act of 1934 
 Existing Unregistered Leases     unregistered leases of land in 
                                   the Ukraine leased by the CFG Group 
                                   as at 20 March 2013 from individuals 
                                   which are itemised in a schedule 
                                   agreed between UFHC and the CFG 
                                   Directors and initialled for identification 
                                   purposes by or on behalf of the 
                                   Consortium and the CFG Directors 
 Form of Election                 the form of election which will 
                                   accompany the Scheme Document under 
                                   which CFG Shareholders can elect 
                                   to accept the Cash Alternative 
                                   instead of the Basic Offer 
 Form of Proxy                    the form of proxy in connection 
                                   with the Court Meeting, which shall 
                                   accompany the Scheme Document 
 ha                               hectares 
 Irish Stock Exchange             Irish Stock Exchange Limited 
 London Stock Exchange            London Stock Exchange plc 
 Long Stop Date                   30 September 2013 (or such later 
                                   date as UFHC and CFG may agree 
                                   and, if required, the Panel and 
                                   the Court may allow) 
 Nil Consideration Quarter        any quarter period within the Registration 
                                   Period in respect of which no Deferred 
                                   Consideration has become payable 
                                   because insufficient Relevant Land 
                                   has been legally registered on 
                                   the Ukraine Register 
 Nomad                            AIM nominated adviser to the Company 
 Offer                            the offer for the entire issued 
                                   and to be issued share capital 
                                   of CFG by UFHC, to be implemented 
                                   by way of a Scheme or a Contractual 
                                   Offer, comprising the Basic Offer 
                                   and the Cash Alternative 
 Panel                            the Panel on Takeovers and Mergers 
 PIF                              Public Investment Fund of the Kingdom 
                                   of Saudi Arabia 
 Publicly Announced               specifically disclosed in any public 
                                   announcements by CFG to any Regulatory 
                                   Information Service before the 
                                   date of this announcement 
 Registration Period              the period commencing on 1 May 
                                   2013 and ending on 31 October 2014 
 Regulatory Information Service   a service approved by the London 
                                   Stock Exchange for the distribution 
                                   to the public of AIM announcements 
                                   and included within the list maintained 
                                   on the London Stock Exchange's 
                                   website 
 Relevant Land                    land leased by the CFG Group which 
                                   forms part of the Existing Unregistered 
                                   Leases 
 Rule                             the relevant Rule of the Code 
 SALIC                            Saudi Agricultural and Livestock 
                                   Investment Co., a joint stock company 
                                   incorporated under the laws of 
                                   the Kingdom of Saudi Arabia with 
                                   commercial registration number 
                                   1010333057 
 SAR                              Saudi riyal 
 Scheme                           the scheme of arrangement proposed 
                                   to be made under section 157 of 
                                   the Isle of Man Companies Act 2006 
                                   between CFG and the CFG Shareholders 
                                   in connection with the Offer, with 
                                   or subject to any modification, 
                                   addition or condition approved 
                                   or imposed by the Court and agreed 
                                   to by UFHC and CFG 
 Scheme Document                  the document to be sent to, among 
                                   others, CFG Shareholders containing 
                                   and setting out, among other things, 
                                   the full terms and conditions of 
                                   the Scheme and containing the notice 
                                   convening the Court Meeting 
 SGAF                             Saudi Grains and Fodder Holding 
                                   LLC, a limited liability company 
                                   incorporated under the laws of 
                                   the Kingdom of Saudi Arabia with 
                                   commercial registration number 
                                   1010256569 
 Third Party                      a central bank, government or governmental, 
                                   quasi-governmental, supranational, 
                                   statutory, regulatory, environmental 
                                   or investigative body or authority, 
                                   court, trade agency, professional 
                                   association, institution, employee 
                                   representative body or any other 
                                   body or person whatsoever in any 
                                   jurisdiction 
 UFHC                             United Farmers Holding Company, 
                                   a company incorporated under the 
                                   laws of the Kingdom of Saudi Arabia 
                                   with commercial registration number 
                                   1010367910 
 UK or United Kingdom             United Kingdom of Great Britain 
                                   and Northern Ireland 
 UK Companies Act                 Companies Act 2006 
 Ukraine Register                 the Ukraine State Real Property 
                                   Rights Register 
 US                               United States of America

For the purposes of this announcement, subsidiary, subsidiary undertaking, wholly-owned subsidiary, parent undertaking, undertaking and associate have the meanings given by sections 1152, 1159, 1161 and 1162 of the UK Companies Act.

References to an enactment include references to that enactment as amended, replaced, consolidated or re-enacted by or under any other enactment before or after the date of this announcement.

All references to time in this announcement are to London time unless otherwise stated.

This information is provided by RNS

The company news service from the London Stock Exchange

END

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