Saudi extends foreign land spree with CFG takeover

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Agrimoney.com | 28 March 2013
The Saudi farming consortium intends to extend the cropping area held by Continental Farmers Group in the Ukraine and Poland to 50,000 ha by 2015.

Saudi Arabia, the desert kingdom increasingly reliant on food imports, extended its drive to build farming operations abroad by buying Continental Farmers Group at a hefty premium.

A consortium of Saudi groups - comprising dairy giant Almarai, grain importer Al Rajhi and Salic, the agriculture arm of the country's Public Investment Fund sovereign wealth fund – agreed to pay £0.36 a share for Continental Farmers Group, valuing the farmer in Poland and Ukraine at nearly £60m.

The shares closed in London on Wednesday at £0.24.

The acquisition is the latest in a series of foreign deals by Saudi Arabian investors which, according to an official estimate late last year, have spent about 40bn riyals ($11bn) on agriculture projects in Argentina, Brazil, Canada, Sudan and Ukraine.

The shift abroad comes against a backdrop of rapid population growth, at a time when the Saudi government is, to save water, phasing out support for much domestic agriculture - including production of wheat, a key crop for a country in which bread is a staple food.

String of investments

Indeed, Fahd Balghunaim, the Saudi agriculture minister, last month urged investment in agriculture to boost food security, terming it "one of the lucrative areas for investments because there is growing demand for food".

"We expect more investments in the near future," he said, flagging the potential for support from Salic.

Al Rajhi – founded by Suleiman Al-Rajhi, the 93-year old banking billionaire rated as by Forbes as the fourth richest person in Saudi Arabia – is already a large investor in Ukraine agriculture.

Konstantin Grishchenko, then Ukraine's foreign minister, met Mr Al-Rajhi two years ago on a trip to Ukraine to discuss potential investment.

Almarai, the world's biggest integrated dairy group, including both milk production and processing operations, in 2011 paid $83m for 12,000-hectare Argentine farm operator Fondomonte, which now provides feed for the Saudi group's dairy herd.

Khalid Al Malahy, director of the investment consortium, named United Farmers Holding Company, said the venture's aim was "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".

Land portfolio

With Continental Farmers Group, founded 19 years ago, the consortium will in Poland gain ownership of 1,600 hectares of farmland, and leases on a further 1,100 hectares.

In Ukraine, Continental Farmers Group has leased 33,000 hectares of land in the fertile black earth region in the west of the country, although nearly 10,000 of that land has yet to be registered with authorities.

The consortium offered investors in the farm operator the chance to gain up to £0.37 per share, dependent on success in registering this farmland.

Continental Farmers Group aims to have 50,000 hectares under crops by 2015, and said that, in planting 19,600 hectares of winter cereals for this year's harvest, it was running ahead of plan.

Profits fall

The offer - which has been accepted by the Continental Farmers board, and been accepted by holders of 9.8% of the company's shares so far - comes less than two years after Continental Farmers Group floated, with a placement price of £0.2314.

Separately, the group unveiled earnings down 79% at E644m for last year, despite a 23% rise to $30.7m in revenues.

The decreased profit reflected factors including larger tax payments, the cost of expanding its operations, and a rise of E1m in annual land rentals thanks to a change in land valuation changes.

The company said it "met its internal budget for ebitda", earnings before interest, taxation, depreciation and amortisation, which rose 9.1% to E7.29m.

Continental Farmers Group shares soared 48% to the £0.36 offer price in morning deals.

---

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

By

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.

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

28 March 2013

RECOMMENDED CASH OFFER

For

CONTINENTAL FARMERS GROUP PLC

By

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

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<

Original source: Agrimoney
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