NZX Announcement to Shareholders

10 November 2011
NZX Announcement

NZX Announcement to Shareholders

In April 2011 Turners & Growers Limited (“T&G”) announced that it had engaged Goldman Sachs to assist with it undertaking a strategic review. As a result of that strategic review, today, T&G received a takeover notice from German company BayWa Aktiengesellschaft (“BayWa”). The offer price under BayWa’s proposed takeover offer will be $1.85 per share. The proposed offer is expected to be made to all shareholders of T&G within 30 days.

T&G’s major shareholder Guinness Peat Group Plc (“GPG”) confirmed today that it would accept BayWa’s offer, when made, in respect of its 63% shareholding in T&G. The proposed offer will be subject to certain conditions, including approval from the Overseas Investment Office in New Zealand and the German Federal Cartel Office.

The offer will be conditional on BayWa receiving acceptances in respect of more than 50% of the voting rights in T&G. This condition will be satisfied by GPG accepting the offer.

T&G has established a committee of independent directors (the “Committee”) comprising Carol Campbell (Chairperson) and Tina Symmans. The Committee is in the process of appointing an independent advisor to provide a report to shareholders on the merits of the offer received from BayWa.

The Committee will keep T&G shareholders informed of progress. The Committee will prepare information to be sent to all shareholders following BayWa making its offer. The Committee advises that shareholders may wish to wait until they receive that information before taking any action in respect of the proposed offer.

BayWa is an international trading and services company in its core segments of Agriculture, Building Materials and Energy. In the 2010 financial year, the company generated EBIT of almost EUR 130 million from revenue of approximately EUR 8 billion with its workforce of more than 16,000 employees. In its Fruit Business Unit, the BayWa Group is a leading supplier of German premium fresh fruit to food retailers and the largest supplier of pipfruit from organic production. –ENDS-

About Turners & Growers:

Sells approximately $1 billion of fresh produce globally each year.

45 companies worldwide in the Turners & Growers Group including ENZA.

New Zealand’s leading distributor, marketer and exporter of premium fresh produce

The largest corporate horticulture investor in New Zealand.
The largest grower of new apple varieties, hothouse tomatoes and citrus.

Own the largest network of fresh produce markets in New Zealand facilitating more than 200 million kilograms of fresh fruit and vegetables annually.

One of the largest operators of fruit cool stores and pack houses throughout New Zealand.

Operates a specialized fresh produce transport fleet in New Zealand that travels more than 4 million kilometers every year.

About ENZA:
New Zealand’s largest apple exporter.

Sells fruit in more than 60 countries.

Grows apples in 12 countries.

One of the world’s best known produce brands.

Key supplier of fresh produce to 22 of the world’s top 25 retailers.

Owns the rights to new global varieties including JAZZ™and ENVY™ apples and ENZARed, ENZAGold and Summerkiwi Kiwifruit.

Merged with Turners & Growers in 2003 to create global growing and distribution network.

In 2007, Turners & Growers and Delica Group formed specialist produce exporting company, Delica Limited. The company is the largest diversified produce exporter in Australasia offering international customers a complete range of high quality fresh produce.

For more information on Turners & Growers visit: www.turnersandgrowers.com

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