Interfresh Rights Offer Circular

THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION This Circular (Document) does not purport to be an offer
to sell, or the solicitation of an offer to buy shares in any country other than Zimbabwe. The distribution of this Document outside Zimbabwe may constitute a violation of the laws of other countries. This Document contains an offer to the existing shareholders of Interfresh Limited to purchase additional shares in Interfresh Limited that shall in all respects rank pari passu with, and be uniform to shares already in issue. The terms and conditions of the Transaction are set out herein. No person has been authorised to give any information, or make any representations in connection with the Transaction, or the Company other than as contained in this Document and, if given or made, such information or representation must not be relied upon as having been authorised by the Company, its Directors, or its advisors. The Advisors are acting as advisors to the Company only, in connection with the Transaction, and will not be responsible to any other person for providing the protection offered to their clients. If you are in any doubt as to the action you should take, you should immediately seek advice from your bank manager, legal practitioner, accountant or other professional advisor.
(Incorporated in Zimbabwe on 9 February 1953 under company registration number 40/53)
CIRCULAR TO SHAREHOLDERS
Relating to: (i) (ii) the consolidation of the authorised and issued shares in the capital of Interfresh Limited by a factor of ten (10) in terms of which 10 [ten] ordinary shares with a nominal value of US$0.001 each shall be consolidated into 1 [one] ordinary share with a nominal value of US$0.01 each in the capital of the Company; and the proposed recapitalisation by US$3,000,000 (Three Million United States Dollars) of Interfresh limited through a rights offer to current shareholders through the issue of 150,000,000 ordinary shares with a nominal value of US$0.01 at a subscription price of US$0.02. Incorporating the NOTICE CONVENING AN EXTRAORDINARY GENERAL MEETING NOTICE OF AN EXTRAORDINARY GENERAL MEETING FOR SHAREHOLDERS OF INTERFRESH LIMITED The notice of an Extraordinary General Meeting of the shareholders of Interfresh Limited to be held at 10:30 am (or immediately after the conclusion or adjournment of the Annual General Meeting which has been convened to be held at the same place and on the same day) on, 22 July 2013 in the Miti Conference Room, Cresta Lodge, Corner Samora Machel and Robert Mugabe, Msasa, Harare is set out at the end of this Circular. Shareholders are asked to complete and return the enclosed Form of Proxy in accordance with the instructions printed thereon as soon as possible, but in any event so as to be received by no later than 19 July 2013. Shareholders will find as part of this Circular a Form of Proxy for use at the Extraordinary General Meeting of the shareholders of Interfresh Limited. To be valid, a Form of Proxy and an authority certificate notarially executed or in some other way approved by Interfresh Limited Directors, must be completed and returned in accordance with the instructions printed thereon by post or (during normal business hours only) by hand to the Company Secretary of Interfresh Limited, but in any event so as to arrive not less than forty-eight (48) hours before the time for the Extraordinary General Meeting or adjourned meeting at which the person named in the instrument proposes to vote. Whether or not you intend to be present at the Extraordinary General Meeting, please complete and return the Form of Proxy, which is part of this Document. The completion and return of the Form of Proxy will not prevent you from attending and voting at the meeting or any adjournment thereof, in person if you wish to do so.
Lead Financial Advisor
timeless financial solutions
Underwriters
Legal Advisors
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Securities
Issue Date: 1 July 2013
INTERFRESH LIMITED
corporate information and advisors

Lead Financial Advisors Cosmos Capital Limited 3rd Floor, Beverly Court 100 Nelson Mandela Harare, Zimbabwe PricewaterhouseCoopers, Chartered Accountants (Zimbabwe) Building No. 4 Arundel Office Park Norfolk Road Mount Pleasant Harare, Zimbabwe Coghlan, Welsh & Guest Executive Chambers 16 George Silundika Avenue Harare, Zimbabwe Tawanda Namusi No. 3 Ramon Road Graniteside, Harare Postal Address Number 35 College Road Alexandra Park Harare, Zimbabwe Sponsoring Brokers Old Mutual Securities (Private) Limited 1st Floor, 3 Anchor House 54 Jason Moyo Avenue Harare, Zimbabwe Metbank Limited 7th Floor, Metropolitan House 3 Central Avenue Harare, Zimbabwe Agricultural Development Bank of Zimbabwe Limited Metbank Limited ZB Bank Limited ZB Transfer Secretaries (Private) Limited Ground Floor, ZB Centre Corner First Street and Kwame Nkrumah Avenue Harare, Zimbabwe
Reporting Accountants and Independent Auditor
Legal Advisors
Company Secretary and Registered Office
Underwriter
Principal Bankers
Transfer Secretaries
INTERFRESH LIMITED
table of contents
Page CORPORATE INFORMATION DEFINITIONS IMPORTANT DATES PART I PART II 1. 2. 3. 4. 5. 6. 7. 8. 9. 10. 11. 12. 13. 14. 15. 16. PART III PART IV PART V PART VI a) b) PART VII PART VIII PART IX PART X PART XI PART XII SALIENT FEATURES LETTER FROM CHAIRPERSON THE TRANSACTION THE RATIONALE APPLICATION OF PROCEEDS EFFECTS OF TRANSACTION CONSEQUENCES OF NOT RAISING ADDITIONAL CAPITAL PROSPECTS DIVIDENDS UNDERWRITING CONDITIONS PRECEDENT NOTICE OF EXTRAORDINARY GENERAL MEETING AND RECORD DATE CORPORATE GOVERNANCE DIRECTORS DECLARATIONS EXPERTS CONSENT DOCUMENTS AVAILABLE FOR INSPECTION DIRECTORS RESPONSIBILITY STATEMENT OPINIONS AND VOTING RECOMMENDATIONS INFORMATION ON INTERFRESH LIMITED SHARE CONSOLIDATION TERMS AND CONDITIONS OF OFFER FINANCIAL INFORMATION Report of the Independent Reporting Accountants on the unaudited Proforma Financial information of Interfresh Report on the Independent Reporting Accountants on the Financial information of Interfresh UNDERWRITERS DETAILS RIGHTS OFFER ENTITLEMENTS DETERMINATION OF RIGHTS OFFER PRICE PER SHARE NOTICE OF EXTRAORDINARY GENERAL MEETING LETTER OF ALLOCATION DIRECTORS RESPONSIBILITY STATEMENTS i iii v 1 3 3 4 4 5 8 8 8 8 8 8 9 9 10 10 11 11 12 34 35 37 37 39 42 43 44 45 48 52
ii
INTERFRESH LIMITED
definitions
Aardcor Act Agribank A I Clothing Articles of Association Board, Board of Directors Broadbridge Circular or Document Closing Date Conditions Precedent EGM Aardcor Limited, a limited liability company incorporated in Zimbabwe under registration number 318/1955, which is a wholly owned subsidiary of Interfresh Limited in whose name the title deeds for Mazoe Citrus Estates are held; The Companies Act [Chapter 24:03], as amended; Agriculture Development Bank of Zimbabwe Limited, a limited liability company incorporated in Zimbabwe under registration number 4503/95, a commercial bank licensed so by the Registrar of Banks and Financial Institutions; A I Clothing Exports (Private) Limited, a limited liability company incorporated in Zimbabwe under registration number 266/87, which is a wholly owned subsidiary through which Interfresh Limited owns stand 16980 Harare Township of Stand 16969 Harare Township; The Articles of Association of Interfresh Limited, as amended; The Board of Directors of Interfresh Limited; Broadbridge Investments (Private) limited, a limited liability company incorporated in Zimbabwe under registration number 602/97, which is a wholly owned subsidiary of Interfresh Limited involved in agricultural operations and fruit processing; This Document which sets out the terms and conditions of the proposed Transaction and details of the Extraordinary General Meeting required to approve the Transaction in Interfresh Limited; The date on which the Rights Offer closes, being 28 August 2013; Suspensive conditions to the implementation of the Transaction; The Extraordinary General Meeting of Interfresh Limited shareholders to be held at 10:30 am (or immediately after the conclusion or adjournment of the Annual General Meeting which has been convened to be held at the same place and on the same day) on 22 July 2013 in the Miti Conference Room, Cresta Lodge, Corner Samora Machel and Robert Mugabe, Msasa, Harare to approve the resolutions and give effect to the Transaction; Emugrand Investments (Private) Limited, a limited liability company incorporated in Zimbabwe under registration number 1474/2012, which is a wholly owned subsidiary through which Interfresh Limited owns stand 11477 Salisbury Township of Salisbury Town Lands; Cosmos Capital Limited, limited liability company incorporated in Zimbabwe under registration number 251/2010 and licensed as Investment Adviser by the Securities Commission of Zimbabwe; The form, included in this Circular, which enables Interfresh Limited Shareholders to appoint a proxy to attend and vote on their behalf at the EGM; Icejay Investments (Private) limited, a limited liability company incorporated in Zimbabwe under registration number 8976/2012, which is a wholly owned subsidiary of Interfresh Mauritius Limited; Industrial Development Corporation of South Africa, a South African development financial institution; Interfresh Limited, a limited liability company incorporated in Zimbabwe under registration number 40/53, which is listed on the Zimbabwe Stock Exchange; Interfresh Mauritius Limited, a private company limited by shares [with limited life] incorporated in the Republic of Mauritius under registration number 113016 C1/GBL and wholly owned by AAF SME Fund LLC whose registered office is at c/o CIM Fund Services Limited, 3rd Floor, Rogers House, 5 President John Kennedy Street, PortLouis, Mauritius; Coghlan, Welsh & Guest, a legal firm duly licensed by the Law Society of Zimbabwe to practice law in Zimbabwe; The renounceable letter of allocation that sets out the entitlement of the shareholder with respect to the Rights Offer shares; The Listing Requirements of the Zimbabwe Stock Exchange;
Emugrand Financial Advisor Form of Proxy, or Proxy Form Icejay Investments IDC SA Interfresh or the Company Interfresh Mauritius
Legal Advisor Letter of Allocation, or LA Listing rules
iii
INTERFRESH LIMITED
definitions (contd)...
Marlon Trading Metbank MCE NAV Opening Date Ordinary Shares RBZ Record Date Resolutions Rights Offer Marlon Trading (Private) Limited, a limited liability company incorporated in Zimbabwe under registration number 4490/90 through which Interfresh Limited undertakes its trading activities; Metbank Limited, a limited liability company incorporated in Zimbabwe under registration number 2688/1998 and licensed as a commercial bank by the Registrar of Banks and Financial Institutions; Mazoe Citrus Estates; Net Asset Value; Opening date of the Rights Offer, being 29 July 2013; The ordinary shares in the authorized and issued share capital of Interfresh Limited; Reserve Bank of Zimbabwe; The date on which the Interfresh Limited share register will be closed for purposes of determining the eligibility of Shareholders to participate in the Rights Offer which date is the close of business on 22 July 2013; The special and ordinary resolutions contained in the Notice of the EGM giving effect to the Transaction upon approval by the Interfresh Limited Shareholders; The renounceable rights offer, being the rights offered to existing shareholders to subscribe for ordinary shares totalling 150,000,000 Interfresh Limited ordinary shares, pro rata to their shareholding, at a subscription price of US$0.02 each, in the ratio of 3.08 new rights offer shares for every 1 ordinary share held; Securities Commission of Zimbabwe, the regulatory body for capital markets in Zimbabwe; A holder of Interfresh Limited ordinary shares registered in the Interfresh Limited share register as at the Record Date; The consolidation of every ten [10] shares in the capital of the Company into one [1] share to precede the proposed recapitalisation of Interfresh Limited through a Rights Offer; Smithfield Horticulture (Private) Limited, a limited liability company incorporated in Zimbabwe under registration number 1699/2012, which is a wholly owned subsidiary of Interfresh Limited; Old Mutual Securities (Private) limited, a limited liability company incorporated in Zimbabwe under registration number 1231/10, a subsidiary of Old Mutual Zimbabwe that is duly licensed to offer stock broking services by the Securities Commission of Zimbabwe and member of the Zimbabwe Stock Exchange; The amount at which the rights offer shares are being offered for subscription, being US$ 0.02 per share; The consolidation of the authorised and issued shares by a factor of 10 [ten] ordinary shares into 1 [one] ordinary share in the capital of the Company and recapitalisation by US$3,000,000 [Three Million United States Dollars] through the proposed rights offer involving the issue of 150,000,000 new ordinary shares in the capital of Interfresh Limited, including any processes and approvals required to give effect to the proposed Transaction; The institution committing to taking up any new rights offer ordinary shares not subscribed for by the existing shareholders, namely Metbank Limited; United States of America dollars, the lawful currency of the United State of America; and Zimbabwe Stock Exchange.
SECZ Shareholder Share Consolidation Smithfield Sponsoring Broker Subscription Price Transaction
Underwriters United States dollars or US$ ZSE
iv
INTERFRESH LIMITED
important dates
The following timetable is only indicative. Any material changes to the timetable shall be published in the press.
Event
Date
Registration of Circular, Letters of consent, underwriting agreement and Underwriters affidavits with Registrar of Companies Publication and posting of the Circular Last Day for Lodging Proxy Forms EGM to approve the Transaction Record Date Rights Offer opens Last Day of Splitting of LAs Last Day of Dealing in LAs Closing Date of Rights Offer, and Last Day of Payment Allotment and Listing of Rights Offer Shares Publication of Results Rights Offer, and Posting of Share Certificates
1 July 2013 1 July 2013 19 July 2013 22 July 2013 22 July 2013 29 July 2013 26 August 2013 27 August 2013 28 August 2013 4 September 2013 5 September 2013
INTERFRESH LIMITED
part i: salient features

Terms of Transaction The Transaction involves: (I) (ii) (iii) consolidation of the authorised and issued shares by a factor of 10 such that [ten] ordinary shares consolidate into 1 [one] share in order to rationalise the number of authorised and issued shares in the capital of the Company; and subject to approval of the resolution relating to share consolidation, the Authorised Share Capital of the company of US$600,000 divided into 60,000,000 ordinary shares of a nominal value of US$0.01 each is increased to US$2,500,000 divided into 250,000,000 ordinary shares of a nominal value of US$0.01 each; the recapitalisation of the Company by US$3,000,000 (Three Million United States Dollars) through a rights offer involving the subscription of 150,000,000 ordinary shares in the capital of Interfresh to existing Shareholders registered as such at the close of business on 22 July 2013, being the Record Date, at a subscription price of US$ 0.02 each, payable in full on acceptance, on the basis of 3.08 new Rights Offer Shares for every 1 Share held. The Listing Committee of the ZSE has agreed to have the new ordinary shares listed on the ZSE on 4 September 2013.
Share Capital The effect of the Transaction on the authorised and issued share capital of Interfresh is shown in the schedule below. Increase in Authorized Share Capital After Increase in Authorized Share Capital
Before Consolidation
Consolidation Factor
After Consolidation
Rights Offer
After Rights Offer
Authorized share capital Number of ordinary shares Nominal Value [US$] Share capital Issued share capital Number of ordinary shares Nominal Value Share capital Unissued share capital Number of ordinary shares Nominal Value Share capital
600 000 000 0.001 600 000
10 10
60 000 000 0.01 600 000
190 000 000 0.01 1 900 000
250 000 000 0.01 2 500 000
250 000 000 0.01 2 500 000
250 000 000 0.01 2 500 000
487 442 532 0.001 487 443
10 10 -
48 744 253 0.01 487 443
48 744 253 0.01 487 443
150 000 000 0.01 1 500 000
198 744 253 0.01 1 987 443
112 557 468 0.001 112 557
10 10 -
11 255 747 0.01 112 557
201 255 747 0.01 2 012 557
51 255 747 0.01 512 557
51 255 747 0.01 512 557
The Rationale Share Consolidation Interfresh presently has 487,442,532 issued shares out of 600,000,000 authorised shares in the capital of the Company, leaving 112,557,468 available for issue, all with a nominal value of US$0.001. Based on the issue price, the shares available for issue in the proposed recapitalisation are inadequate. Any further increase in the authorised shares would result in the Company having more than a billion shares, a number too large to handle under a dollarised environment. The proposed share consolidation is intended to rationalise the number of shares in the authorised share capital, nominal value of each share, and create headroom for the proposed new share issue.
INTERFRESH LIMITED
part i: salient features (contd)...

Increase in Authorised Share Capital The Companys share price on the ZSE has fallen from a peak of US$0.01 in 2009 to the current US$0.002 largely due to liquidity constraints on the market and working capital constraints. Pricing of the proposed Rights Offer based on the current market price would have resulted in the Interfresh register having a high number of shares and shareholders on the ZSE which has significant cost implications for managing it. Rights Offer The Rights Offer seeks to raise US$3,000,000 (Three Million United States Dollars) required to retire short-term debt and finance working capital requirements. As a response to the capitalisation challenges posed by the dollarisation of the economy, Interfresh has had to borrow capital to sustain its operations. The interest rates on short-term borrowings have been too high and unsustainable. To alleviate the challenges arising from debt, the Company sold its Graniteside property complex and retired part of the loans obtained from local banks. During recapitalisation negotiations the Company secured a short term bridging loan of US$ 1,250,000 from Icejay Investments in December 2012. Authority Required The Transaction is subject to shareholder and regulatory approvals, including but not limited to authorisation for consolidation of the Companys shares, increasing the authorised share capital, waiver of pre-emptive rights, exchange control approval for non-resident shareholders to follow their rights, and possibly compliance with local ownership and empowerment laws of Zimbabwe. Read the whole of this Document You should read the whole of this Document, and not just these salient features, or the Chairpersons Letter. Save where otherwise indicated, the financial information contained in this Document has been extracted as specified without material adjustment.
INTERFRESH LIMITED
part ii: letter from the chairperson
(Incorporated in Zimbabwe on 9 February 1953 under registration number 40/53) Directors:, C Mtasa, (Non-Executive Chairperson), L Chipango (Chief Executive Officer), D. Matangira, M Matshiya Registered Address: 3 Ramon Road, Graniteside, Harare, Zimbabwe Postal Address: 35 College Road, Alexandra Park, Harare, Zimbabwe Email address: interfresh@interfresh.co.zw Website: www.interfresh.co.zw
1 July 2013 Dear Shareholder INTRODUCTION Since the dollarisation of the economy, Interfresh has not been recapitalised but relied on debt financing to sustain its operations. The cost of debt has generally been unsustainable for most borrowers in Zimbabwe. The Company secured a US$5 million six-year loan in May 2011 to fund both capital expenditure and working capital. Further, in December 2011 it disposed of the Graniteside property complex to retire most of the short-term debt then and also provide working capital relief. In 2012 the company experienced severe working capital constraints and could not significantly increase borrowing due to the high cost of borrowing and tighter requirements for security by lenders. During recapitalisation negotiations in the fourth quarter of 2012, the Company secured a US$ 1.25 million short-term bridging loan from Icejay Investments (Private) Limited in December 2012. In January 2013 the Ministry of Lands and Rural Resettlement allocated approximately 1,600 hectares of MCE to another party. The consequent loss of revenue and assets impairment has left the balance sheet in need of restructuring through an increase in equity funding. The proposed recapitalisation seeks to raise equity capital to retire the short-term bridging loan and finance working capital requirements. Apart from the recapitalisation, this Circular provides information about the proposed consolidation of the authorised and issued shares in the capital of Interfresh. Shareholders will be asked to vote and, if deemed fit, approve resolutions authorising the implementation of the consolidation of the authorised and issued shares of the Company, increase the authorised share capital and raise US$3,000,000 (Three Million United States Dollars) required to retire short-term bridging debt and finance working capital requirements at the EGM scheduled to be held on 22 July 2013. THE TRANSACTION Share Consolidation In order to rationalise the authorised and issued shares in the capital of Interfresh and provide headroom for issuing new ordinary shares by increasing the authorised share capital, the Company seeks shareholder approval to consolidate the authorised and issues ordinary shares by a factor of ten [10] in terms of which ten [10] ordinary shares will consolidate into one [1] ordinary share in the capital of the Company. If approved by the shareholders at the EGM, the authorised and issued shares will reduce from 600,000,000 and 487, 442, 532 to 60,000,000 and 48,744,253 ordinary shares respectively. The proposed share consolidation will also increase the nominal value of each ordinary share from US$0.001 to US$0.01. To create the headroom required to accommodate the proposed issue of new ordinary shares, shareholder approval is required to increase the post consolidation authorised share capital to 250,000,000 (Two Hundred and Fifty Million). Rights Offer Subject to shareholder approval by the members at the EGM, the Board of Directors wishes to raise US$3,000,000 (Three Million United States Dollars) through a rights offer, in terms of which 150,000,000 new ordinary shares will be offered to existing shareholders for subscription in cash at a price of US$0.02 each, payable in full on acceptance, on the basis of 3.08 rights offer shares for every 1 ordinary share held.
INTERFRESH LIMITED
part ii: letter from the chairperson (contd)...

The authorisation to proceed with the Transaction will be sought by the Board from Interfresh Shareholders at the EGM to be held on 22 July 2013. In the event that Shareholders approve the proposed Rights Offer at the EGM, Shareholders will be required to complete Letters of Allocation, which will be posted to Shareholders from 26 July 2013. Shareholders will be required to indicate whether they accept or renounce their rights in terms of the Rights Offer on their Letters of Allocation. It is envisaged that the Rights Offer shares will be listed on the ZSE on 4 September 2013. THE RATIONALE As stated elsewhere is this Document, the share consolidation is intended to rationalise the number of authorised and issued shares and create sufficient headroom for issuing new ordinary shares in the capital of the Company pursuant to the proposed recapitalisation of Interfresh. The share consolidation will also increase the nominal value of the ordinary shares of the Company. If not implemented, the authorised and issued shares would be more than a billion, numbers not consistent with the dollarised economy obtaining in Zimbabwe. Since the dollarisation of the economy, Interfresh has not had any equity capital injection but relied on debt to finance its operations. The cost of short-term debt from local banking institutions is high and unsustainable. The rights offer seeks to raise US$3,000,000 (Three Million United States Dollars) which will be used to retire the bridging short-term loan and finance working capital requirements. TRANSACTION BENEFITS The issue and allotment of new shares pursuant to the proposed rights offer will result in the following benefits: raise equity capital required to retire bridging short-term debt and finance working capital requirements; restructure the balance sheet by reducing debt, thereby improving its solvency ratios and providing scope for procuring long term funding to support the long-term growth strategy; enhance Interfreshs capacity to consolidate the gains of the current growth strategy, albeit under reduced capacity due the allocation of approximately 1,600 hectares of MCE; increase the companys borrowing capacity in terms of its articles of association; increase production capacity and yields at MCE; improve trading capacity; and improve export earnings.
APPLICATION OF PROCEEDS The application of the proceeds of the Rights Offer is set out below: Requirement Repayment of short term bridging loan Working capital Transaction costs Total Transaction costs comprise of advisory fees, regulatory, printing and distribution costs. Amount US$1,250,000 US$1,600,000 US$150, 000 US$3,000,000
INTERFRESH LIMITED

EFFECTS OF TRANSACTION Share Capital Increase in Authorized Share Capital After Increase in Authorized Share Capital
Before Consolidation
Consolidation Factor
After Consolidation
Rights Offer
After Rights Offer
Authorized share capital Number of ordinary shares Nominal value [US$] Share capital Issued share capital Number of ordinary shares Nominal value Share capital Unissued share capital Number of ordinary shares Nominal value Share capital
600 000 000 0.001 600 000
10 10
60 000 000 0.01 600 000
190 000 000 0.01 1 900 000
250 000 000 0.01 2 500 000
250 000 000 0.01 2 500 000
250 000 000 0.01 2 500 000
487 442 532 0.001 487 443
10 10 -
48 744 253 0.01 487 443
48 744 253 0.01 487 443
150 000 000 0.01 1 500 000
198 744 253 0.01 1 987 443
112 557 468 0.001 112 557
10 10 -
11 255 747 0.01 112 557
201 255 747 0.01 2 012 557
51 255 747 0.01 512 557
51 255 747 0.01 512 557
INTERFRESH LIMITED

Shareholders The Company currently has 3,183 Shareholders. Based on the shareholding as at 6 May 2013, the effect of the Transaction to the ownership of the Company is shown in the schedule below assuming consolidation and shareholders do not follow their rights in the Rights Offer.
Name Shares Drovegate Investments (Private) Limited Old Mutual Life Assurance Msasa Nominees TN Securities Nominees TN Securities Nominees 2 Bouvrie Limited Drop Hill Investments Hofer - NNR Kurt Turner Roy Local Authorities Pension Fund Subtotal Others Underwriter Total 161,269,390 94,953,498 76,398,800 24,572,209 7,680,099 7,532,112 7,128,468 5,843,206 5,584,008 5,000,000 395,961,790 91,480,742 487,442,532
Before % 33.08% 19.48% 15.67% 5.04% 1.58% 1.55% 1.46% 1.20% 1.15% 1.03% 81.24% 18.76% 100% Shares 16,126,939 9,495,350 7,639,880 2,457,221 768,001 753,211 712,847 584,321 558,401 500,000 39,596,179 9,148,074 48,744,253
Consolidation % 33.08% 19.48% 15.67% 5.04% 1.58% 1.55% 1.46% 1.20% 1.15% 1.03% 81.24% 18.76% 100% Shares 16,126,939 9,495,350 7,639,880 2,457,221 768,001 753,211 712,847 584,321 558,401 500,000 39,596,179 9,148,074 150,000,000 198,744,253
Rights Offer % 8.11% 4.78% 3.8% 0.12% 0.39% 0.38% 0.36% 0.29% 0.28% 0.3% 19.9% 4.6% 75.5% 100%
In the event that Shareholders approve the Rights Offer at the EGM and assuming that all shareholders follow their rights, there will be no change in the shareholding structure of the Company. If all the shareholders elect not to follow their rights, their percentage shareholding in the Company will be diluted by 75.5 per cent. The underwriter shall take up shares not subscribed for by the existing shareholders or not renounced in favour of another party to the Rights Offer. Directors and Management The composition of the Board of Directors may change depending on the outcome of the Rights Offer and the rights accorded to Shareholders with respect to board representation. However, no material changes are anticipated on the management team. Financial Effects Assuming that the Transaction was implemented as at 31 December 2012, the consolidated financial position of the Group would be affected in the manner shown in the proforma consolidated statement of financial position on the next page.
INTERFRESH LIMITED

Audited Pre-Transaction 2012 US$ ASSETS Non-current assets Property, plant and equipment Biological assets Deferred income tax assets Unaudited Post-transaction Note 3 2012 US$ US$
Note 1 US$
Note 2 US$
6 466 737 6 167 437 284 545 12 918 719
6 466 737 6 167 437 284 545 12 918 719
Current assets Inventories Biological assets Advance crop expenditure Trade and other receivables Cash and bank
1 259 580 262 181 907 779 168 509 2 598 049
3 000 000 3 000 000 3 000 000
(1 250 000) (1 250 000) (1 250 000)
(150 000) (150 000) (150 000)
1 259 580 262 181 907 779 1 768 509 4 198 049 17 116 768
Total assets EQUITY AND LIABILITIES Equity Share capital Other reserves Accumulated losses / retained earnings Total equity attributable to shareholders Non-current liabilities Deferred income tax liability Borrowings
15 516 768
487 443 8 704 854 (5 698 702) 3 493 595
1 500 000 1 500 000 3 000 000
(150 000) (150 000)
1 987 443 10 204 854 (5 848 702) 6 343 595
1 344 061 3 204 227 4 548 288
1 344 061 3 204 227 4 548 288
Current liabilities Trade and other payables Borrowings
4 440 807 3 034 078 7 474 885
3 000 000
(1 250 000) (1 250 000) (1 250 000)
(150 000)
4 440 807 1 784 078 6 224 885 17 116 768
Total equity and liabilities Notes 1. The issue and allotment of 150,000,000 ordinary shares at an issue price of US$0.02 each. 2. Repayment of short term bridging loan of US$1,250,000 3. Represents transaction costs of US$150,000
15 516 768
INTERFRESH LIMITED

CONSEQUENCES OF NOT RAISING EQUITY CAPITAL In the event that shareholders do not approve the recapitalisation of the Company, Interfresh will not be able to restructure the balance sheet and the Company will not be able to fund its business operations. PROSPECTS The reduced business activity following the allocation of part of MCE land which has a significant part of the Company's biological assets had far reaching consequences to the viability of the Company. The Board is of the view that, with an appropriate capital structure, the existing business assets are, in the long term, able to yield positive returns to shareholders and investors. The demand for the Company's products remains strong and the strategy is to attain optimal production yields, improve efficiencies and open trade opportunities with traditional and new markets. DIVIDENDS No dividend was declared for the year ended 31 December 2012 due to the need to conserve cash. The ordinary shares to be issued pursuant to the Transaction will be issued as fully paid up and will rank pari passu in all respects with the shares already in issue from the date of issue. UNDERWRITING The Rights Offer has been fully underwritten by Metbank and the underwriting agreement dated 16 May 2013 is one of the documents available for inspection. CONDITIONS PRECEDENT The proposed rights offer is conditional upon the fulfilment of the following conditions: Approval of the terms and conditions of the rights offer, including the number of shares, issue price and underwriting arrangement by a simple majority of 50 per cent of the members entitled to vote at the EGM, present in person or by proxy; An increase of the authorised share capital of the Company by a majority of not less than 75 per cent of members entitled to vote at the EGM and are present in person or by proxy; Approval by shareholders entitled to vote at the EGM and are present in person or by proxy by simple majority authorising the increase in borrowing powers of the Company to not less than three times its net asset value or shareholders funds; Compliance with the indigenisation and economic empowerment laws or obtaining of a waiver for immediate compliance if the ownership of Interfresh violates local ownership and empowerment laws; Approval of the issue of the circular regarding Transaction and listing of the new ordinary shares to be issued pursuant to the Transaction by the Listing Committee of the ZSE; and Exchange control approval.
NOTICE OF EGM AND RECORD DATE Set out in PART X of this circular is the notice convening the EGM containing detailed resolutions proposed to be passed by shareholders at the EGM. The EGM will be held at 10:30am (or immediately after the conclusion or adjournment of the Annual General Meeting which has been convened to be held at the same place and on the same day) on, 22 July 2013 in the Miti Conference Room, Cresta Lodge, Corner Samora Machel and Robert Mugabe, Msasa, Harare. All holders of Ordinary Shares will be entitled to attend and vote at the EGM. A holder of Ordinary Shares who is present in person, by authorised representative or by proxy shall have one vote on a show of hands and on a poll, one vote for every share held or represented by him/her. Each Shareholder entitled to attend and vote at the EGM is entitled to appoint one or more proxies, none of whom need be shareholders of Interfresh to attend and vote in his/her/its stead. Please complete and return the proxy form in accordance with the instructions printed thereon as soon as possible, but in any event so as to be received not later than 4.00 pm on 19 July 2013. The return of the proxy form does not preclude a shareholder from attending the meeting and voting in person.
INTERFRESH LIMITED

CORPORATE GOVERNANCE Directors interests in Shares
Name Chipo Mtasa Lishon N Chipango Dennis Matangira Melina Matshiya
Direct -
Indirect 161,269,390 -
Total 161,269,390 -
Directors interests in Transaction Directors of Interfresh had shares in the Company as indicated above. Like all the shareholders in Interfresh they will be free to follow their rights in their current pro-rata shareholdings on the same terms and conditions as set out in this document. Directors interests Other Save as disclosed in this Document, neither the Directors of Interfresh nor any member of their immediate families nor any person acting in consent with the Company, controls or is interested, beneficially or otherwise, in any Interfresh Shares. Directors Service Contracts Service contracts of Directors will not be affected by the implementation of the Transaction. DIRECTORS DECLARATIONS Statement of indebtedness In terms of the Companys Articles of Association, the Directors of the Company are authorised, at their discretion, without the previous sanction of an ordinary resolution of the Company in general meeting, to incur borrowings provided the aggregate principal amount of these borrowings shall not, without the previous sanction of an ordinary resolution of the Company in general meeting, exceed twice the aggregate of: (i) (ii) the nominal amount of the issued and paid up share capital for the time being of the Company; and the aggregate of amounts standing to credit of all capital and revenue reserve accounts, any share premium account and profit or loss account as set out in the latest audited balance sheet of the Company, its holding company and its subsidiaries which has been drawn up to be laid before the shareholders of the Company in general meeting at the relevant time.
Working capital adequacy statement It is the opinion of the Directors that the working capital available to the Company and its subsidiaries is not sufficient for its working capital requirements, hence the proposed Transaction.
INTERFRESH LIMITED

Litigation statement There are no material litigation matters against the Company and non are pending or threatened. Material contracts Over the last 2 years prior to the date of this Rights Offer, the Company had entered into the following material contracts: The Company accessed a short-term bridging loan facility from Icejay Investments on 14 December 2012 of up to US$1,250,000 for working capital purposes. In terms of the clause 11 of the agreement [events of default], Interfresh is in default if any of the issued shares of the Company (or any member of the Companys group) or the whole or any part of its revenues or assets is seized, nationalised, expropriated or compulsorily acquired by Government. The allocation of 1,599.7 hectares of MCE by Government has caused an event of default which makes the loan and all accrued interest immediately payable; The Company accessed a short-term loan facility from ZB Bank on 19 October 2012 of up to US$500,000 for the purposes of restructuring an already existing facility. The facility will expire on 30 September 2013 and is secured by several liabilities guarantees, a First Mortgage Bond for US$250,000 over Stand 11477 Salisbury Township of Salisbury Township Lands, a Notarial General Covering Bond number 4110/2010 for US$500,000 and a Cessation of insurance policy over bonded property; and Interfresh accessed a six year loan facility from IDC SA on 17 May 2011 through Agribank of US$5,000,000 for the purposes of funding working capital and capital expenditure requirements. The loan was secured using Stand 16980 Harare Township of Stand 16969 Harare Township in the district of Salisbury; and a Notarial General Covering Bond number 4891/12 for US$7,000,000.
Material changes As reported on 15 January 2013 in a notice to shareholders, the Ministry of Lands and Rural Resettlement allocated 1,599.7 hectares of MCE land to another party. The portion allocated had citrus lemon orchards, seed soya beans, commercial and seed maize and horticultural produce. This portion of MCE represents 46 per cent of MCEs total arable land, 30 per cent of its budgeted revenue for the financial year 2013 and 52 per cent of the value of immovable and biological assets. An appeal has been lodged with the Ministry of Lands and Rural Resettlement for their consideration. To date the Company has not received any formal response. EXPERTS CONSENT Cosmos Capital Limited, PricewaterhouseCoopers Chartered Accountants (Zimbabwe), Old Mutual Securities, Coghlan Wesh& Guest Legal Practitioners, Metbank, and ZB Transfer Secretaries have given and not withdrawn their consents to the issue of this Rights Offer Document with the inclusion of their names and reports in the forms and contexts in which they appear. DOCUMENTS AVAILABLE FOR INSPECTION The following documents or copies thereof will be available for inspection at the registered office and postal offices of Interfresh during normal business hours: Memorandum and Articles of Association of Interfresh; Audited financial statements of the Company for the years ended 31 December 2009, 2010, 2011 and 2012; The experts consents referred to in paragraph 14 of the Chairmans letter; The underwriting agreement(s) relating to the Transaction; The original copy of the signed circular to shareholders; Loan Agreement between Interfresh and Icejay Investments relating to the bridging loan extended to Interfresh by Icejay Investments in the amount of US$1,250,000 (One Million Two Hundred and Fifty Thousand United States Dollars) dated 14 December 2012; Offer letter relating to the IDC-SA Commercial Loan Facility extended by Agribank in the amount of US$5,000,000 (Five Million United States Dollars) to finance working capital and capital expenditure dated 17 May 2011; Facility letter relating to a short-term loan by ZB Bank in the amount of US$500,000 (Five Hundred Thousand United States Dollars) dated 19 October 2012; and Letter from Metbank dated 21 June 2013, indicating commitment as underwriters to dispose of shareholding to be acquired through the underwriting process within the stipulated period required by the regulatory authorities.
10
INTERFRESH LIMITED

DIRECTORS' RESPONSIBILITY STATEMENT Directors responsibility statement is contained in PART XII of this document. OPINIONS AND VOTING RECOMMENDATIONS The Directors have considered the terms and conditions of the proposed Transaction and are of the opinion that it is in the best interests of Interfresh and its shareholders. Shareholders holding 72 per cent of the Companys issued share capital have already indicated that they will vote in favour of the resolutions at the EGM. Accordingly, the Directors unanimously recommend that shareholders vote in favour of the Resolutions at the EGM and follow their rights. Directors holding shares in the Company intend to vote in favour of the Resolutions at the EGM. Yours faithfully,
For and behalf of the Board of Directors of Interfresh Limited
Chipo Mtasa Chairperson
11
INTERFRESH LIMITED
part iii: information on Interfresh

History & Nature of Business Interfresh is a diversified agro-based group involved in the production, processing and marketing of agricultural and allied food products for both the local and international markets. The Company was incorporated in February 1953 and subsequently listed on the ZSE in 1997. The group structure is as shown below: Corporate Structure
INTERFRESH LIMITED
A I Clothing Exports (Private) Limited
Aardcor Limited
Smithfield Horticulture (Private) Limited
Emugrand Investments (Private) Limited
Marlon Trading (Private) Limited
Broadbridge Investments (Private) Limited
Property owning company
Trading Company
Trading company
Citrus division
Crops division
Horticulture division
Beverages divison (Juicing factory)
12
INTERFRESH LIMITED
part iii: information on Interfresh (contd)...

Citrus Division The Citrus Division comprises 517 hectares of which the entire hectarage has bearing trees all located at MCE. The orchards consist of two main cultivars namely navel and valencia post allocation of a portion of MCE. The table below details the hectare split by cultivar:
Cultivar Navels Valencia Total The Division lost the lemon orchards due to the allocation of part of MCE.
Hectares 237 280 517
Citrus produce is marketed into three main markets as follows: Local Market Whole fruit oranges are sold to the formal channels [fresh produce wholesalers and supermarket chains] and informal markets such as Mbare. Regional Market The regional market consists of Zambian and the Democratic Republic of Congo markets. International Markets Major markets are the Middle East, Russian and Far East markets. Crops Division The division is comprised of 748 hectares of summer cropping and winter cropping; (there are 250 hectares which can be doubled through winter cropping). The main crop lines are seed soya beans, commercial soya beans, seed maize and commercial maize. The 250 hectares during winter cropping consist of seed wheat and commercial wheat and barley, all of which are irrigated. All crops currently produced under this division are being sold locally. The Division was significantly affected by the allocation of part of MCE. Horticulture Division Horticulture is undertaken through a wholly owned subsidiary, Broadbridge. The Horticulture operation is now a 25-hectare intensive vegetable-growing project situated at MCE. The Division was significantly affected by the allocation of part of MCE. Beverages Division Based at MCE, the beverages division is comprised of: Juicing factory The factory processes oranges from the Citrus division and a wide range of other fruits namely, granadilla, guava, lemons, soft citrus and pineapples procured from third party growers into juice concentrates. Syrups and purees produced are for the local and export markets. The factory also produces highly marketable citrus oils from lemons and oranges for the local and export markets.
13
INTERFRESH LIMITED

Bottling Plant The plant bottles the Marlon Orange Crush and Marlon Ready to Drink fruit nectars [orange, guava, passion, and tropical]. The Marlon Fine Foods range of juices is produced for the local and regional markets. Fast Moving Consumer Goods FMCG are distributed under Marlon Trading, a wholly owned subsidiary of Interfresh. Marlon Trading imports FMCG from South Africa, Botswana and Mauritius and distributes in Zimbabwe. Marlon Trading also owns the Marlon Fine Foods range of tinned and bottled fruit juices and vegetables. It supplies the retail and wholesale markets throughout Zimbabwe and has recently started exporting to Zambia. Corporate Governance The Board of Directors of the Company currently comprises four directors of which one is an executive director. There are three independent non-executive Directors. The Board of Directors is ultimately responsible for the management of the Company. The Information pertaining to the Directors of Interfresh is set out below. Profile of Directors The profiles of the Directors of Interfresh are detailed below. Chipo Mtasa Non-Executive Chairperson [48] Chipo is the Managing Director of TelOne (Private) Limited. Prior to joining Telone, she was the Chief Executive Officer of Rainbow Tourism Group (RTG) for a period of 8 years and was with the RTG for 13 years. She holds a Bachelor of Accountancy (Hons) degree from the University of Zimbabwe and is a Chartered Accountant registered with the Institute of Chartered Accountants of Zimbabwe (CAZ). Chipo is non-executive director of several other companies. Lishon Ngonidzaishe Chipango -Chief Executive Officer [50] Lishon is the Chief Executive Officer of Interfresh. He holds a Bachelor of Accountancy (Hons) degree from the University of Zimbabwe and is a Chartered Accountant registered with the Institute of Chartered Accountants of Zimbabwe (CAZ). Prior to joining Interfresh in May 2005, he was Managing Director of Old Mutual Asset Managers and Old Mutual Properties for a period of 8 years and was with Old Mutual for 14 years. Dennis Matangira - Non-Executive Director [45] Dennis is the Senior Managing Partner at Databank Agrifund Manager Limited. Dennis holds a Masters in International Finance and Banking and an MBA from Babcock Graduate School of Management at Wake Forest University. He has a wealth of experience in the private equity industry in both Africa and the USA. He worked for Wachovia Corporate and Investment Bank in the USA for ten years on both their Leveraged Acquisition Finance and Distressed/Special Financing teams before joining Rockwell Collins to execute middle market investment deals, and ultimately founding Kalahari Capital Partners, executing Small and Medium Enterprises Private Equity deals in Africa. Melina Matshiya [45] Melina is partner at Mtetwa and Nyambirai legal practioners. She was previously the managing partner at Wilmont and Bennet which mergered with Mtetwa and Nyambirai in 2010. She holds a Bachelor of Laws from the University of Zimbabwe.A registered legal practitioner, Notary public and Conveyancer and registered to practise law in Zimbabwe she is also a non-executive director at the Insurance and Pensions Commission and the Southern Africa Aids Trust Board. Board Committees The Board is responsible for the management of Interfresh and it has delegated certain responsibilities to the Board Committees, which operate within clearly defined terms of reference, have a majority of non-executive directors in their membership and report regularly to the Board and which include:
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INTERFRESH LIMITED

Remuneration Committee The committee comprises two non executive directors and the Chief Executive Officer. The committee meets at least once a quarter. The committee is responsible for the determination of the remuneration policy for executive directors and senior management and human resources policies and practices. Audit and Risk Management Committee The committee consists of two non-executive directors and meets at least four times a year with management, internal and external auditors. The committee is responsible for the review of internal control systems, compliance and risk management processes within the Group. Other areas covered include; review of important accounting issues; interim and annual financial statements before submission to the Board for approval; review of major recommendations of internal and external auditors. Internal and external auditors have unrestricted access to the committee to ensure the independence and objectivity of their reports.
15
INTERFRESH LIMITED

Historical Financial Information Consolidated Statement of Comprehensive Income
Audited 2012 US$ CONTINUING OPERATIONS Revenue Cost of sales Gross profit Other income Other gains - net change in fair value on biological assets Land allocation asset impairment Distribution expenses Administrative expenses Other operating expenses Operating (loss) / profit Finance cost Loss before tax Income tax credit Loss from continuing operations DISCONTINUED OPERATIONS Loss for the year from discontinued operations Loss for the year Other comprehensive income: Gains on revaluation of property plant and equipment (net of tax) Total comprehensive loss for the year (419 794) (7 656 236) 5 478 949 (3 542 454) 1 936 495 91 580 90 996 (6 188 698) (208 616) (2 372 093) (1 975 561) (8 625 897) (802 620) (9 428 517) 2 192 075 (7 236 442)
Audited 2011 US$
Audited 2010 US$
Audited 2009 US$
7 180 280 (4 626 686) 2 553 594 663 512 933 362 (247 895) (2 057 217) (1 547 591) 297 766 (1 108 475) (810 709) 419 494 (391 215)
6 675 528 (5 111 196) 1 564 332 330 372 4 795 279 (300 579) (2 326 148) (825 924) 3 237 332 (569 389) 2 667 943 (477 770) 2 190 173
4 497 788 (2 757 085) 1 740 703 27 819 1 003 830 (309 855) (1 232 135) (661 060) 569 302 (86 290) 483 012 696 729 1 179 741
(1 175 643) (1 566 858)
(1 031 297) 1 158 876
(1 190 225) (10 484)
(7 656 236)
332 200 (1 234 658)
2 509 435 3 668 311
(10 484)
16
INTERFRESH LIMITED

Consolidated Statement of Financial Position Audited 2012 US$ ASSETS Non-current assets Property, plant and equipment Biological assets Deferred income tax assets Audited 2011 US$ Audited 2010 US$ Audited 2009 US$
6 466 737 6 167 437 284 545 12 918 719
7 071 076 11 060 752 646 482 18 778 310
11 821 532 8 956 519 20 778 051
7 976 466 4 161 240 12 137 706
Current assets Inventories Biological assets Advance crop expenditure Trade and other receivables Cash and bank
1 259 580 262 181 907 779 168 509 2 598 049
1 467 377 749 164 3 775 316 719 185 6 711 042 25 489 352
1 511 331 638 393 474 345 1 391 902 131 570 4 147 541 24 925 592
1 243 958 326 918 625 362 1 837 703 261 586 4 295 527 7 020 178
Total assets EQUITY AND LIABILITIES Equity Share capital Other reserves Accumulated losses / retained earnings Total equity attributable to shareholders Non-current liabilities Deferred income tax liability Borrowings Current liabilities Trade and other payables Borrowings
15 516 768
487 443 8 704 854 (5 698 702) 3 493 595
487 443 8 704 854 1 957 534 11 149 831
487 443 10 748 654 1 148 392 12 384 489
8 726 662 (10 484) 8 716 178
1 344 061 3 204 227 4 548 288 4 440 807 3 034 078 7 474 885
3 898 073 4 161 310 8 059 383 4 298 500 1 981 638 6 280 138 25 489 352
3 738 719 3 738 719 4 811 841 3 990 543 8 802 384 24 925 592
2 181 665 2 181 665 3 695 963 1 839 427 5 535 390 16 433 233
Total equity and liabilities
15 516 768
17
INTERFRESH LIMITED

Consolidated Statement of Cashflow Audited 2012 US$ CASH FLOW FROM OPERATING ACTIVITIES Operating loss Adjustments for : Depreciation Profit on disposal of property, plant and equipment Change in classification - fair value adjustment Land allocation asset impairment Fair value adjustment on biological assets Operating loss before working capital changes Decrease in inventories Decrease / (increase) in current biological assets Decrease / (increase) in advance crop expenditure Decrease / (increase) in trade and other receivables Increase / (decrease)in trade and other payables Cash generated from /(utilised in) operating activities Interest paid Net cash generated from / (utilised in) operating activities CASH FLOW FROM INVESTING ACTIVITIES Purchases of property, plant and equipment Proceeds from the disposal of property, plant and equipment Net cash (utilised in) / generated from investing activities CASH FLOW FROM FINANCING ACTIVITIES Proceeds from long term borrowings Proceeds from short term borrowings Repayments of long term borrowings Repayments of short term borrowings Net cash (utilised in) / generated from financing activities Net (decrease) / increase in cash and cash equivalents Cash and cash equivalents at the beginning of the year Cash and cash equivalents at the end of the year 1 250 000 (1 039 690) (430 833) (220 523) (774 469) 656 969 (117 500) 5 000 000 485 885 (2 170 955) 3 314 930 687 662 (30 693) 656 969 1 988 853 1 988 853 (292 279) 261 586 (30 693) 1 839 427 (201 976) 1 637 451 102 062 159 224 261 286 (345 405) 124 785 (220 620) (1 137 744) 4 221 510 3 083 766 (705 712) 265 000 (440 712) (325 144) (325 144) (9 079 231) 550 140 (985 763) 6 188 698 (90 996) (3 417 152) 207 797 486 983 2 867 537 142 307 287 472 (620 797) (333 326) (167 191) 772 763 (306 572) (665 083) (933 362) (1 299 445) 43 954 (142 214) (2 383 414) (513 341) (4 294 460) (1 416 574) (5 711 034) 2 840 048 240 357 (265 000) (4 795 279) (1 979 874) (267 373) (27 684) (132 774) 445 801 1 115 878 (846 026) (994 394) (1 840 420) (620 923) 173 567 (1 003 830) (1 451 186) (799 072) (519 868) (1 204 608) 2 850 779 (1 123 955) (86 290) (1 210 245) Audited 2011 US$ Audited 2010 US$ Audited 2009 US$
18
INTERFRESH LIMITED

Statement of Changes in Equity Accumulated Other reserves losses/retained US$ earnings US$
Share capital US$ Year ended 31 December 2009 Balance at the beginning of the year Arising on changes in Functional currency Loss for the year Balance as at 31 December 2009 Year ended 31 December 2010 Balance at the beginning of the year Transfer from non distributable reserves on redenomination of share capital to US$ Profit for the year Other comprehensive income Gains on revaluation of property plant and equipment (net of tax) Balance as at 31 December 2010 Balance at 1 January 2011 Comprehensive loss: Loss for the year Other comprehensive income: Gains on revaluation of property plant and equipment (net of tax) Transfer to retained earnings on disposal of property (net of tax) Balance as at 31 December 2011 Year ended 31 December 2012 Balance at 1 January 2012 Comprehensive loss: Loss for the year Balance as at 31 December 2012 SUPPLEMENTARY INFORMATION 1.
Total Equity US$
8 726 662 8 726 662
(10 484) (10 484)
8 726 662 (10 484) 8 716 178
487 443 487 443 487 443 487 443
8 726 662 (487 443) 2 509 435 10 748 654 10 748 654 332 200 (2 376 000) 8 704 854
(10 484) 1 158 876
8 716 178 1 158 876 2 509 435 12 384 489 12 384 489 (1 566 858) 332 200 11 149 831
1 148 392 1 148 392 (1 566 858) 2 376 000 1 957 534
487 443 487 443
8 704 854 8 704 854
1 957 534 (7 656 236) (5 698 702)
11 149 831 (7 656 236) 3 493 595
The accounting policies notes which accompany the financial statements for the year ended 31 December 2012 have been excluded from this Circular, but are included in the financial statements contained in the Company's Annual Report. The financial statements will be tabled for adoption by shareholders at the next Annual General Meeting of the Company to be held on the 22nd of July 2012 at 10:00 am in the Miti Conference Room, Cresta Lodge, Corner Samora Machel and Robert Mugabe, Msasa, Harare which immediately precedes EGM to convened on the same day and at the same place. The annual report which contains the reports of the Directors and Independent Auditors are available for inspection at the registered and postal addresses of the Company. The same information is available on the Company's website. The company will be distributing the Annual Report together with the Circular to all shareholders of the Company. This document must be read together with the Annual report for the financial year ended 31 December 2012.
19
INTERFRESH LIMITED

2. 3. 4 Historical information for the year ended 31 December 2011 has adopted the disclosures presented in the financial statements for the year ended 31 December 2012 for consistency purposes. The impact of these disclosures on the financial information for the years ended 31 December 2009 and 2010 is not material. Supplementary notes from the annual financial statements for the year ended 31 December 2012 have been included in this Circular. REVENUE Group 2012 US$ Local sales Export sales 4 225 000 1 253 949 5 478 949 5 FINANCE COSTS Finance costs: - interest payable on borrowings 6 EARNINGS PER SHARE 2012 US$ 6.1 Basic earnings per share Loss from continuing operations Loss from discontinued operations Attributable loss(US$) Weighted average number of ordinary shares in issue during the year From continuing operations From discontinued operations From loss for the year (cents) 6.2 Diluted earnings per share Attributable loss (US$) Weighted average number of ordinary shares in issue during the year Adjusted for: - share option (7 236 442) (419 794) (7 656 236) 487 442 532 (1.48) (0.09) (1.57) 2011 US$ (391 215) (1 175 643) ( 1 566 858) 487 442 532 (0.08) (0.24) (0.32) 802 620 1 108 475 Group 2011 US$ 5 131 392 2 048 888 7 180 280
(7 656 236) 487 442 532 487 442 532
( 1 566 858) 487 442 532 675 000 488 117 532 (0.08) (0.24) (0.32)
From continuing operations From discontinued operations From loss for the year (cents)
(1.48) (0.09) (1.57)
20
INTERFRESH LIMITED

7 PROPERTY, PLANT AND EQUIPMENT Furniture, fittings and office equipment US$ 235 176 70 332 (33 457) 272 051
Consolidated Year ended 31 December 2011 Opening net book amount Revaluation surplus Additions Disposal Depreciation charge Closing net book amount At 31 December 2011 Cost / revaluation Accumulated depreciation Net book amount Year ended 31 December 2012 Opening net book amount Additions Land allocation write off Disposal Depreciation charge Closing net book amount At 31 December 2012 Cost / revaluation Accumulated depreciation Net book amount
Commercial land and buildings US$ 5 398 000 332 200 (5 384 792) (247 408) 98 000
Agricultural land and buildings US$ 2 456 621 (66) (153 031) 2 303 524
Plant and equipment US$ 2 904 481 650 786 (237 334) 3 317 933
Motor vehicles US$ 827 254 416 626 (62 779) (101 533) 1 079 568
Total US$ 11 821 532 332 200 1 137 744 (5 447 637) (772 763) 7 071 076
98 000 98 000
2 473 201 (169 677) 2 303 524
3 555 267 (237 334) 3 317 933
1 181 101 (101 533) 1 079 568
317 909 (45 858) 272 051
7 625 478 (554 402) 7 071 076
98 000 264 520 (7 962) 354 558
2 303 524 (33 253) (172 895) 2 097 376
3 317 933 26 000 (241 567) (209 162) 2 893 204
1 079 568 20 500 (124 785) (107 297) 867 986
272 051 34 385 (52 823) 253 613
7 071 076 345 405 (274 820) (124 785) (550 140) 6 466 737
362 520 (7 962) 354 558
2 439 948 (342 572) 2 097 376
3 339 700 (446 496) 2 893 204
1 076 816 (208 830) 867 986
352 294 (98 681) 253 613
7 571 278 (1 104 542) 6 466 737
No revaluation was done during the year as the fair values did not change significantly.
21
INTERFRESH LIMITED

7 PROPERTY, PLANT AND EQUIPMENT (continued) Depreciation expense of US$ 534 780 (2011: US$749 219) has been charged in administration expenses, and US$ 15 359 (2011 : US$ 23 544) in cost of sales. Property, plant and equipment is used as security for borrowings (note 22) If property, plant and equipment were stated on the historical cost basis, the amounts would be as follows: Furniture, fittings and office equipment US$ 317 909 (45 858) 272 051
Commercial Land and buildings US$ 2011 Cost Accumulated depreciation Net book amount 2012 Cost Accumulated depreciation Net book amount 98 000 98 000
Agricultural land and buildings US$ 2 473 201 (169 677) 2 303 524
Plant and equipment US$ 3 497 665 (169 677) 3 327 988
Motor vehicles US$ 1 023 684 (101 533) 922 151
Total US$ 7 410 459 (486 745) 6 923 714
362 520 (7 962) 354 558
2 439 948 (342 572) 2 097 376
3 339 700 (446 496) 2 893 204
919 399 (208 830) 710 569
352 294 (98 681) 253 613
7 413 861 (1 104 542) 6 309 319
22
INTERFRESH LIMITED

7 PROPERTY, PLANT AND EQUIPMENT (continued) Furniture, fittings and office equipment US$
Company
Commercial land and buildings US$
Plant and equipment US$
Motor vehicles US$
Total US$
Year ended 31 December 2011 Opening net book amount Revaluation surplus Additions Disposals Transfer to group company Depreciation charge Closing net book amount At 31 December 2011 Cost / revaluation Accumulated depreciation Net book amount Year ended 31 December 2012 Opening net book amount Additions Depreciation charge Closing net book amount At 31 December 2012 Cost / revaluation Accumulated depreciation Net book amount
5 398 000 332 200 (5 632 200) 98 000
20 515 (20 515) -
140 248 107 182 (62 779) 30 699 (13 312) 202 038
13 755 56 625 102 501 (40 727) 132 154
5 572 518 332 200 163 807 (83 294) (5 499 000) (54 039) 432 192
98 000 98 000
225 681 (23 644) 202 038
172 881 (40 727) 132 154
496 563 (64 371) 432 192
98 000 98 000
202 038 (54 940) 147 098
132 154 33 993 (55 355) 110 792
432 192 33 993 (110 295) 355 890
98 000 98 000
225 681 (78 584) 147 098
206 874 (96 082) 110 792
530 555 (174 666) 355 890
23
INTERFRESH LIMITED

8 BIOLOGICAL ASSETS Agricultural produce US$ Year ended 31 December 2011 Carrying amount at 1 January 2011 Attributable farming costs Net fair value adjustment Decrease due to sales Carrying amount at 31 December 2011 Non current Current Citrus Orchards US$
Total US$
638 393 1 226 972 (1 116 201) 749 164
9 422 754 1 009 956 933 362 (305 320) 11 060 752
10 061 147 2 236 928 933 362 (1 421 521) 11 809 916 11 060 752 749 164 11 809 916
Year ended 31 December 2012 Carrying amount at 1 January 2012 Attributable farming costs Net fair value adjustments Decrease due to sales Land allocation asset impairment (note 24) Carrying amount at 31 December 2012 Non current Current
749 164 1 047 647 (1 226 972) (307 658) 262 181
11 060 752 953 289 90 996 (331 380) (5 606 220) 6 167 437
11 809 916 2 000 936 90 996 (1 558 352) (5 913 878) 6 429 618 6 167 437 262 181 6 429 618
The total area under citrus orchards as at 31 December 2012 amounted to approximately 517 ha (2011: 592ha), of which approximately 517 ha (2011: 550 ha) can be classified as bearing. The fair value of the citrus harvested during the current financial year amounted to $ 1 682 955 (2011: $1 935 845). The fair value was calculated with reference to arms length prices paid in an active market less estimated costs to sell at harvesting. The fair value of bearing citrus trees was calculated by discounting the net cash flows thereof over their remaining lives at a discount rate of 13.7% (2011: 11.4 %). The net cash flows were calculated with reference to citrus cultivars, expected yields based on the forecast yields, estimated future sales prices and estimated future production costs. The discount factor is based on weighted average cost of capital which at year end was 13.4%. The average productive life of the citrus trees are estimated at 28 years for both navel and valencia cultivars. Agricultural produce carrying amount consists of attributable farming costs incurred to year end measured at cost less impairment.
24
INTERFRESH LIMITED

9 INVENTORIES 2012 Group Agricultural inputs Merchandise / produce for resale Packing materials Consumables 2011
433 723 598 139 162 090 65 628 1 259 580
260 745 903 670 82 662 220 300 1 467 377
Company Consumables Inventory amounting to $3 542 454 ($4 626 686: 2011) was transferred to cost of sales. 10 TRADE AND OTHER RECEIVABLES
20
US$ 2012 Group Trade - local Less: Allowance for impairment of trade receivables Trade receivables -net Prepayments Receivable from disposal of property Other 656 446 (78 535) 577 911 81 687 248 181 907 779 Company Trade - amounts due from Group companies (note 28) Receivable from disposal of property
US$ 2011 1 385 915 (146 325) 1 239 590 395 377 1 585 000 555 349 3 775 316
2 421 754 2 421 754
477 708 1 585 000 2 062 708
The fair values of trade and other receivables approximate the carrying amount due to the short-term maturities of these assets. All receivables are due within 12 months from the reporting date. As at 31 December 2012 trade receivables of US $ 251 261 (2011: US $ 595 520) were fully performing. As at 31 December 2012 trade receivables of US $ 326 650 (2011: US $ 644 070) were past due at the reporting date but not impaired. These relate to a number of independent customers where there have not been any history of payment default or significant changes in credit quality and the amounts are still considered recoverable.
25
INTERFRESH LIMITED

The age analysis of trade debtors past due but not impaired is as follows: 2012 US$ 60 to 90 days 90 days + 195 432 131 218 326 650 In the view of management, the credit quality of trade receivables is considered sound. At 31 December 2012, trade receivables of US$ 78 535 (2011: US $ 146 325) were impaired and provided for. The movement of the Groups allowance for impairment of trade receivables is as follows: Balance at the beginning of the year Receivables written off during the year as uncollectable Unused amounts reversed Balance at the end of the year 146 325 (67 790) 78 535 5 209 146 325 (5 209) 146 325 2011 US$ 275 315 368 755 644 070
The creation and release of provision for impaired receivables have been included in administrative costs in the statement of comprehensive income. The other classes within trade and other receivables do not contain impaired assets. The carrying amounts of the Groups trade and other receivables are denominated in the US$. The maximum exposure to credit risk at the reporting date is the fair value of each class of receivable as mentioned above. The Group does not hold any collateral as security. Bank borrowings amounting to US$457 000 are secured by inventories and trade receivables (note 22). 11 CASH AND CASH EQUIVALENTS 2012 US$ Group Cash and bank balances Bank overdraft (note 22) 2011 US$
168 509 (286 009) (117 500)
719 185 (62 216) 656 969
Company Cash and bank balances Bank overdraft (note 22)
172 428 (272 374) (99 946)
577 601 577 601
26
INTERFRESH LIMITED

12 TRADE AND OTHER PAYABLES 2012 US$ Trade - local - foreign Taxes Social security liabilities Accrued expenses 3 281 220 3 281 220 306 522 88 695 764 370 4 440 807 Trade Trade creditors other creditors 2011 US$ 2 323 665 84 553 2 408 219 164 414 29 252 1 696 616 4 298 500 Company 828 060 695 540 1 523 600 The fair value of trade and other payables approximate their carrying amounts, as the impact of discounting is not significant. All trade payables balances are denominated in US$. 13 BORROWINGS Group Current Bank overdraft Bank loans 286 009 2 748 069 3 034 078 Non current Bank loans Total borrowings 62 216 1 919 422 1 981 638 412 325 412 325
3 204 227 6 238 305
4 161 310 6 142 948 Company
Current Bank overdraft Bank loans
272 374 2 748 056 3 020 430
1 981 638 1 981 638
Non current Bank loans Total borrowings
3 204 240 6 224 670
4 161 310 6 142 948
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INTERFRESH LIMITED

13 BORROWINGS (continued) Bank borrowings amounting to US$6 238 318 are secured by property, plant and equipment, inventories and trade receivables and unlimited joint and several guarantees of subsidiary companies. Short term bank loans mature in 2013. The average cost of short term borrowings is 17% per annum. Long term borrowings are repayable in 10 equal semi - annual instalments which commenced May 2012 over 5 years at US$ Libor rate + 9% per annum. The fair value of borrowings approximate the carrying amount , as the impact of discounting is not significant. Borrowing powers The aggregate principle amount at any one time outstanding in respect of monies borrowed or raised by the Company and/or any of its subsidiaries excluding any monies borrowed or raised by any such companies but including the principal amount secured by any outstanding guarantees of surety given by the company or any of its subsidiaries for the time being for the share capital or indebtedness of any other company or companies whatsoever and already included in the aggregate amount so borrowed or raised, shall not, without the previous sanctions of an ordinary resolution of the Company in general meeting exceed twice the aggregate of : a) the nominal amount of the issued and paid share capital for the time being of the company; and b) the aggregate of the amounts standing to the credit of all capital and revenue reserve accounts, any share premium account and profit and loss account as set out in the latest consolidated audited statement of financial position of the company and its subsidiaries which has been drawn up and laid before the shareholders of the Company in general meeting at the relevant time. 14 LAND ALLOCATION ASSET IMPAIRMENT Land Acquisition In January 2013 the company was advised by the Ministry of Lands and Resettlement that a portion of land measuring 1 599.7 hectares which was part of Mazoe Citrus Estates ("MCE") had in December 2012 been allocated to another party. The land allocated 46 % (forty six percent) of the arable land of MCE. MCE had on going operations which included citrus orchards consisting of lemons and crops (soya beans, commercial and seed maize) and horticultural produce on the allocated land. The farms affected also had immovable fixed assets such as irrigation systems, canal works, staff housing and packing facilities. An appeal was lodged with the Ministry of Lands and Resettlement but to date there has been no formal response. The following criteria has been applied in the determination of the impairment in the financial statements. Non current biological assets The carrying amount of the affected biological assets have been fully written off based on their carrying amounts as at 31 December 2012. Property, plant and equipment The carrying amount of immovable property, plant and equipment which were located on the land allocated by government were written off in full based on their carrying amounts as at 31 December 2012. Current biological assets The cost of inputs and an approximate estimation of direct costs and overhead relating to on going operations on maize, soya beans and horticultural produce have been written off in full.
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INTERFRESH LIMITED

14 LAND ALLOCATION ASSET IMPAIRMENT (continued) The effect of the impairment of the various asset categories on the financial statements is summarised below: US$ Non current biological assets (Lemon orchards) Property, plant and equipment Plant and equipment (immovable) Agricultural buildings Current biological assets Lemons Maize Soya beans Horticultural produce Total write offs recognized in the statement of comprehensive income No compensation for the allocated land has been received by the company to date. 15 DISCONTINUED OPERATIONS Wholesale Fruiterers Wholesale Fruiterers was a wholesaler and distributor of fresh produce to various supermarkets in the country. This division was no longer profitable under the retail model of distribution. The formal decision to discontinue the wholesale model of the operation was made in October 2011. Costs recorded in the statement of comprehensive income residual costs in the process of winding up the division. Citrus Projects The partnership between the Group and the Guruve Rural District Council was discontinued in September 2011. The Group was previously responsible for the production, marketing and distribution of citrus products from a network of small orchards totalling 180 hectares. 5 606 220 274 820 241 567 33 253 307 658 76 088 91 936 79 626 60 009 6 188 698
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INTERFRESH LIMITED

The results of discontinued operations are presented below: Wholesale Fruiterers 2012 Revenues Expenses Loss before tax of discontinued operations Taxation Loss after tax of discontinued operations Operating cash flows Investing cash flows Financing cash flows Total cash flows 29 906 (483 240) (419 794) (419 794) Citrus Projects 2012 Wholesale Fruiterers 2011 3 186 641 (1 872 390) (1 004 997) 100 751 (904 246) (593 880) (162 310) (295 216) (1 051 406) Citrus Projects 2011 135 724 (137 493) (197 321) ( 74 076) (271 397) 257 020 (202 401) 54 619
Total 2012 29 906 (483 240) (419 794) (419 794) -
Total 2011 3 322 365 (2 009 883) (1 202 318) 26 675 (1 175 643) (336 860) (162 310) (497 617) (996 787)
16
CHANGE IN CLASSIFICATION The Group has reclassified certain items in the current year. Previously these items were incorrecty classified or set off as follows: Statement of Financial Position i) subsequent expenditure on biological assets capitalised was shown as a separate line item under current assets ii) deferred tax assets arising in separate legal entities within the Group were offset against deferred tax liabilities arising in other entities Statement of Comprehensive Income iii) certain cost of sales items (farming costs and decrease due to sales) and fair value gains in respect of the citrus orchard were shown as one net amount under 'other gains - fair value adjustment on biological asset' Accordingly the comparative financial information had been restated. The above reclassifications have no effect on previously reported operating profit and loss for the year. The effects on the Statement of Financial Position presented for comparative purposes are as follows (note: the effect of the reclassifications on the reported amounts as at 31 December 2010 and 31 December 2009 is not material)
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INTERFRESH LIMITED

16 CHANGE IN CLASSIFICATION (continued) Biological assets (non-current) At 31 December 2011 - as previously reported - reclassification - amount after reclassification At 1 January 2011 - as previously reported - reclassification - amount after reclassification The effects on the statement of comprehensive income presented for comparative purposes are as follows: Fair value adjustment on biological assets 1 598 445 (665 083) 933 362 10 554 964 505 788 11 060 752 Subsequent expenditure 505 788 (505 788) Deferred tax liability 646 480 3 898 071 4 544 551 Deferred tax asset 646 480 646 480 1 292 960
8 956 519 474 345 9 430 864
474 345 (474 345) -
3 738 719 529 315 4 268 034
529 315 529 315
Cost of sales Year ended 31 December 2011 - as previously reported - reclassification - amount after reclassification 5 291 768 (665 083) 4 626 685
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INTERFRESH LIMITED

17 SEGMENT INFORMATION Business segments Management has determined the operating segments based on reports reviewed by the Executive Committee that are used to make strategic decisions. Segment results, assets and liabilities include items directly attributable to a segment as well as those that can be allocated on a reasonable basis. Unallocated items mainly comprise corporate assets and expenses. Segment capital expenditure is the total cost incurred during the period to acquire segment assets that are expected to be used for more than one reporting period. The reportable segments derive their revenue primarily from the sale of agricultural produce, fast moving consumer goods, fruit based cordials and concentrates. Agricultural produce takes the form of whole fruit orange and lemons, soya beans, wheat, maize and various fresh vegetable lines. The Executive Committee assesses the performance of the operating segments based on a measure of return on capital employed. Interest income and expenditure are not allocated to segments as this type of activity is driven by the central treasury function, which manages the cash position of the Group. As at 31 December 2012, the Group is organised into five main operating segments; a) Beverage division b) Citrus division c) Crops division d) Horticulture division e) Trading division All revenues allocated to the segments are from external customers and they relate to continuing operations. Segmental revenues are recorded in a manner which is consistent to that in the statement of comprehensive income. There were no revenues from a single customer which amounted to 10 % or more of the Group's revenues. 17.2 Geographical segments Total segment revenue US$ 4 593 860 462 258 422 831 5 478 949 15 516 768
Sales Zimbabwe South Africa Middle East Total Total assets All revenue is earned from assets in Zimbabwe.
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INTERFRESH LIMITED

17 17.3 SEGMENT INFORMATION (continued) Segmental Analysis For the year ended 31 December 2012 Total US$ 2012 Revenue External Group Other profit and loss disclosures Interest expense Depreciation Income tax credit Fair value gains on biological assets Land allocation impairment Total assets 2011 Revenue External Group Other profit and loss disclosures Interest expense Depreciation Income taxation credit Fair value gains on biological assets Total assets All the segmental information relates to continuing operations. 1 028 943 658 501 469 607 933 362 24 842 870 79 532 114 262 (50 133) 2 075 596 308 122 199 667 88 718 933 362 16 123 193 202 735 54 992 (5 909) 1 756 524 241 047 86 958 134 481 1 053 909 277 039 21 462 96 521 961 015 295 423 155 796 2 872 633 697 892 550 140 (2 192 075) 90 996 (6 188 698) 15 516 768 104 728 33 874 (32 368) 1 908 846 171 270 321 662 (1 766 228) 90 996 (5 957 128) 12 184 344 78 344 78 124 (123 400) (231 570) 1 240 477 14 075 58 909 (84 896) 938 796 101 987 28 704 (185 183) 469 404 332 216 62 741 683 747 Beverages US$ Citrus US$ Cropping US$ Horticulture US$ Trading US$ Head Office US$
5 478 949 6 104 051 (625 102)
907 746 1 264 147 (356 401)
1 437 959 1 682 955 (244 996)
1 225 804 1 225 804 -
273 657 297 362 (23 705)
1 633 783 1 633 783 -
5 065 993 5 515 228 (449 236)
2 114 287 2 114 287 -
1 350 532 1 702 533 (352 001)
1 552 307 1 552 307 -
173 159 270 393 (97 234)
1 989 995 1 989 995 -
33
INTERFRESH LIMITED
part iv: share consolidation

The Directors propose the consolidation of every 10 [ten] shares in the capital of the company into 1 [one] share. Consequently, the 600,000,000 (six hundred million) ordinary shares with a nominal value of US$0.001 each comprising the authorized share capital of the Company shall be consolidated into 60,000,000 (sixty million) ordinary shares with a nominal value of US$0.01 each. Thus the 487,442,532 issued ordinary shares with a nominal value of US$0.001 each in the capital of the Company will consolidate into 48,744,253 ordinary shares of US$0.01each. The new Interfresh shares to be issued pursuant to the share consolidation will have the same rights as those being consolidated in all respects. The 48,744,253 ordinary shares of US$0.01 each will be listed on the ZSE. FRACTIONAL SHARES In view of the need to conserve cash, no cash payment will be made for fractional shares and any fractional shares shall be rounded to the nearest whole number and new shares arising from the rounding up shall be issued to shareholders. CANCELLATION AND REPLACEMENT OF CERTIFICATES With effect from the first trading day after the share consolidation has been approved by shareholders at the EGM, the current share certificates brought in for transfer will be cancelled and replaced by new share certificates for the consolidated ordinary shares with a nominal value of US$0.01 each. The old share certificates will continue to be valid provided that where the certificate states the number of shares, that number shall be divided by 10 (ten), with the fraction being disregarded as it would only entitle the holder thereof to fractional shares determined in accordance with this circular. Shareholders are encouraged to submit their certificates for cancellation in order for them to receive the new certificates at the registered office of the transfer secretaries, ZB Transfer Secretaries. THE RATIONALE The Company's share price on the ZSE has fallen from a peak of US$0.01 in 2009 to the current US$0.002 largely due to liquidity constraints on the market and working capital constraints. Pricing of the proposed Rights Offer based on the current market price would have resulted in the Interfresh share register having a high number of shares and shareholders on the ZSE which has significant cost implications for managing it.
34
INTERFRESH LIMITED
part v: terms and conditions of rights offer

The Rights Offer The Board of Directors has resolved to offer to the Shareholders of the Company, registered as such at the close of business on 22 July 2013, being the Record Date, 150,000,000 Rights Offer Shares for subscription at a ratio of 3.08 Rights Offer Shares for every share already held, in United States Dollars, at a price of US$0.02 each for an aggregate amount of US$3,000,000, and in return the issue and allotment of 150,000,000 ordinary shares in Interfresh to those shareholders, and to issue and allot such shares pursuant to the Transaction. Date of Opening and Closing of Rights Offer The Rights Offer will open at 8.00 a.m. on 29 July 2013 and close at 11.00 a.m. on 28 August 2013. Courses of Action Set out below are the options available to Interfresh Shareholders with respect to their rights in terms of the Rights Offer: Acceptance SUBSCRIBE for all the Rights Offer Shares The Shareholder who wishes to take up their rights in terms of the Rights Offer, is required to complete the renounceable Letter of Allocation FORM A if they wish to subscribe for the rights offer shares as set out in this circular in accordance with the instructions contained and forward it to Interfresh by no later than 28 August 2013 with proof of payment. Splitting A Shareholder who wants to take up some but not all of their rights should complete FORM B as set out in the Letter of Allocation, and returning it by hand only (during normal business hours) to Interfresh, 35 College Road, New Alexander Park, Harare and/or 3 Ramon Road, Graniteside, Harare to be received by 3.00 p.m. on or before 28 August 2013. In respect of the rights offer shares that the Shareholder does not wish to follow will be taken up by the underwriters. Renunciation ELECT not to follow rights The right to subscribe for the Rights Offer Shares in Interfresh, as detailed in this Document, may be renounced (nil paid) in favour of the underwriters. In the event that the Company does not receive a duly completed Letter of Allocation from a Shareholder by 28 August 2013, it will be presumed that the particular Shareholder has waived his rights and the Rights Offer Shares offered to that Shareholder will automatically lapse and the Board will forthwith offer them to the underwriters. Payment The amount due on acceptance is payable in the currency of the United States of America. The cash shall be payable into the following account before the due date: Account Name Bank Account Number Branch : : : : Interfresh Rights Offer Metbank Limited 0107 0202 30818 Head Office
Proof of deposit to the account and the completed Letters of Allocation should be lodged with the Company Secretary at Interfresh at the registered and postal address of the Company.
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INTERFRESH LIMITED
part v: terms and conditions of rights offer (contd)...

Exchange Control Letters of Allocation sent to Shareholders whose registered address is outside Zimbabwe, will be endorsed Non-Resident as required in terms of the Exchange Control Regulations. An application has been lodged with the Exchange Control Authorities on behalf of Non-Resident Interfresh Shareholders for them to follow their rights. Shareholders in any doubt about their exchange control status with respect to their Interfresh shares are advised to consult their advisors. Fractions of Rights Offer Shares The Rights Offer Shares representing the collective fractional entitlements of all shareholders will be sold during the trading period of the Letters of Allocation for the benefit of the Company. Listing and Registration of Rights Offer Shares The Listing Committee of the ZSE has granted a primary listing for, and permission to deal in, all renounceable Letters of Allocation (nil paid) relating to the Rights Offer Shares, between 29 July 2013 and 27 August 2013. Renounceable Letters of Allocation may be negotiated and sold, subject to Exchange Control Regulations. The Listing Committee of the ZSE has approved the listing of the Rights Offer Shares on the ZSE with effect from 4 September 2013. Persons becoming shareholders in Interfresh as a result of the Rights Offer will be added to the Interfresh share register. The transfer secretaries with respect to the Rights Offer Shares are ZB Transfer Secretaries and their details are set out in the Corporate Information section at the beginning of this Circular. Dividends No dividends were declared for the year ended 31 December 2012 due to the need to conserve cash. The Rights Offer Shares issued in accordance with the Rights Offer will be issued as fully paid and will rank pari passu from the date of issue with the other shares of the company. Rights Offer Share Certificates The share certificates in respect of the Rights Offer will be distributed and allotted to Shareholders from 5 September 2013. Expenses of the Rights Offer The expenses of this Rights Offer, amounting to approximately US$150,000 that relate to advisory and regulatory charges will be paid from the proceeds of the Rights Offer.
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INTERFRESH LIMITED
part vi: financial information

ACCOUNTANTS REPORT
The Directors Interfresh Limited 35 College Road Mt Pleasant Harare 1 July 2013 Dear Sirs INDEPENDENT REPORTING ACCOUNTANT'S REPORT ON THE UNAUDITED PRO FORMA FINANCIAL INFORMATION OF INTERFRESH LIMITED 1. Introduction
The Board of Directors of Interfresh Limited (Interfresh or the Company) is proposing to raise an amount of approximately US$3,000,000 [three million United States Dollars], by way of a renounceable rights offer of 3,08 shares for every 1 ordinary share held in the issued share capital of Interfresh [the Rights Offer]. The proceeds being raised will be used to retire short term debt and finance working capital requirements. At your request and for the purposes of the Circular to be dated on or about 1 July 2013, we present our assurance report on the compilation of the pro forma financial information of Interfresh by the Directors. The pro forma financial information, presented under financial effects in the Circular, consists of the pro forma statement of financial position of Interfresh and its subsidiaries (the Group) as at 31 December 2012 (the pro forma financial information). The pro forma financial information has been compiled on the basis of the applicable criteria specified in the Zimbabwe Stock Exchange (ZSE) Listings Requirements. The pro forma financial information has been compiled by the Directors to illustrate the impact of the Rights Offer transaction on the Group's reported financial position as at 31 December 2012, as if the transaction had taken place at 31 December 2012. As part of this process, information about the Group's financial position has been extracted by the Directors from the Group's financial statements for the year ended 31 December 2012, on which an auditor's report was issued on 1 July 2013. 2. Director's responsibilities
The Directors of Interfresh are responsible for the compilation, contents and presentation of the pro forma financial information on the basis of the applicable criteria specified in the ZSE Listings Requirements. The Directors are also responsible for the financial information from which it has been prepared.
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INTERFRESH LIMITED
part vi: financial information (contd)...

3. Reporting Accountant's responsibility Our responsibility is to express an opinion about whether the pro forma financial information has been compiled, in all material respects, by the Directors on the basis specified in the ZSE Listings Requirements based on our procedures performed. We conducted our engagement in accordance with the International Standard on Assurance Engagements (ISAE) 3420, Assurance Engagements to Report on the Compilation of Pro forma Financial Information Included in a Prospectus. This standard requires that we comply with ethical requirements and plan and perform our procedures to obtain reasonable assurance about whether the pro forma financial information has been compiled, in all material respects, on the basis specified in the ZSE Listings Requirements. For purposes of this engagement, we are not responsible for updating or reissuing any reports or opinions on any historical financial information used in compiling the pro forma financial information, nor have we, in the course of this engagement, performed an audit or review of the financial information used in compiling the pro forma financial information. As the purpose of pro forma financial information included in a Circular is solely to illustrate the impact of a significant corporate action or event on unadjusted financial information of the entity as if the corporate action or event had occurred or had been undertaken at an earlier date selected for purposes of the illustration, we do not provide any assurance that the actual outcome of the event or transaction would have been as presented. A reasonable assurance engagement to report on whether the pro forma financial information has been compiled, in all material respects, on the basis of the applicable criteria involves performing procedures to assess whether the applicable criteria used in the compilation of the pro forma financial information provides a reasonable basis for presenting the significant effects directly attributable to the corporate action or event, and to obtain sufficient appropriate evidence about whether: The related pro forma adjustments give appropriate effect to those criteria; and The pro forma financial information reflects the proper application of those adjustments to the unadjusted financial information.
Our procedures selected depend on our judgment, having regard to our understanding of the nature of the Group, the corporate action or event in respect of which the pro forma financial information has been compiled, and other relevant engagement circumstances. Our engagement also involves evaluating the overall presentation of the pro forma financial information. We believe that the evidence we have obtained is sufficient and appropriate to provide a basis for our opinion. 4. Opinion
In our opinion, the pro forma financial information has been compiled, in all material respects, on the basis of the applicable criteria specified by the ZSE Listings Requirements.
Yours faithfully
PricewaterhouseCoopers Chartered Accountants (Zimbabwe) Harare 1 July 2013
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INTERFRESH LIMITED
The Directors Interfresh Limited 35 College Road Mt Pleasant Harare 1 July 2013 Dear Sirs INDEPENDENT REPORTING ACCOUNTANT'S REPORT ON THE AUDITED HISTORICAL COST FINANCIAL INFORMATION OF INTERFRESH LIMITED 1. Introduction
The Board of Directors of Interfresh Limited (Interfresh or the Company) is proposing to raise an amount of approximately US$ 3,000,000 (three million United States of America dollars), by way of a renounceable rights offer of 3.08 shares for every 1 ordinary share held in the issued share capital of Interfresh (the Rights Offer). The proceeds being raised will be used to retire short-term debt and finance working capital requirements. In terms of section 8.3 of the Zimbabwe Stock Exchange Listing Requirements, we present our report on the audited historical cost United States of America dollar (US$) financial information of Interfresh for the years ended 31 December 2009, 31 December 2010, 31 December 2011 and 31 December 2012. We have acted as auditor of the Company and its subsidiaries (the Group) and have reported on the consolidated financial statements of the Group for years ended 31 December 2009, 31 December 2010, 31 December 2011 and 31 December 2012. The annual reports for the years ended 31 December 2009, 31 December 2010, 31 December 2011 and 31 December 2012 are available for inspection at 3 Ramon Road, Graniteside, Harare and 35 College Road, Mount Pleasant, Harare; the registered and postal offices of Interfresh. 2. Responsibilities
The compilation, contents and presentation of the Circular is the responsibility of the Directors of Interfresh. Our responsibility is to express an opinion on the financial information presented in the Circular.
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INTERFRESH LIMITED

Directors' responsibility for the financial statements The Directors are responsible for the preparation, contents and presentation of the Circular and the fair presentation of the report on the financial information in accordance with International Financial Reporting Standards (IFRS) and the ZSE listing requirements. This responsibility includes: designing, implementing and maintaining internal controls relevant to the preparation and fair presentation of financial statements that are free from material misstatement, whether due to fraud or error; selecting and applying appropriate accounting policies; and making accounting estimates that are reasonable in the circumstances. Reporting accountant's responsibility Our responsibility is to express an opinion on the audited historical cost US$ financial information for the financial years ended 31 December 2009, 31 December 2010, 31 December 2011 and 31 December 2012. 3. Scope of the audits
We conducted our audits in accordance with International Standards on Auditing (ISA). Those standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatement. An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the auditor's judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal controls relevant to the entity's preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the entity's internal controls. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of accounting estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that the audit evidence that we obtained is sufficient and appropriate to provide a basis for their audit opinions. 4. Audit opinions
Year ended 31 December 2009 Basis for adverse opinion As explained in note 2.4a to the financial statements, the functional and presentation currency of the Company and the Group changed on 31 January 2009 from the Zimbabwe dollar (ZW$) to the United States of America dollar (US$). The Zimbabwe economy was previously recognised as being hyperinflationary for purposes of financial reporting. To effect the change in functional currency, the Company and Group were required by IAS 21, The Effects of Changes in Foreign Exchange Rates, to restate their financial statements as at and for the month ended 31 January 2009 in accordance with IAS 29, Financial Reporting in Hyperinflationary Economies, before translating the amounts at the closing exchange rate as at 31 January 2009. However, only those assets and liabilities that could either be settled or recovered in a currency other than the ZW$ or could be reasonably translated into a currency other than the ZW$ and represented an asset or liability of the Company and Group, have been recorded as take on balances at 31 January 2009, in the manner disclosed in note 2.1 to the financial statements. These assets and liabilities were not restated as required by IAS 21 and IAS 29. IAS 21 and IAS 29 also require that the inflation adjusted comparative financial information should be translated at the closing exchange rate as at 31 December 2008. No comparative financial information was presented for the reasons stated in note 2.1 to the financial statements. Presentation of comparative information is required by IAS 1, Presentation of Financial Statements. It was impracticable for us to quantify the effects of non-compliance with IAS 1, IAS 21 and IAS 29 on the financial statements. Non-preparation of inflation-adjusted financial information as required by IAS 29 was the basis for our adverse opinion on the financial statements as at and for the year ended 31 December 2008, dated 17 June 2009.
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INTERFRESH LIMITED

Adverse opinion In our opinion, because of the significance of the matters referred to in the Basis for Adverse Opinion paragraph, the financial statements do not give a true and fair view of the financial position of the Company and Group as at 31 December 2009 and of the Group's consolidated financial performance and its consolidated cash flows for the year then ended in accordance with IFRS and in the manner required by Zimbabwe Companies Act (Chapter 24:03) and the relevant Statutory Instruments (SI) SI 33/99 and SI 62/96. Emphasis of matter Without further qualifying our opinion, we draw attention to note 26 to the financial statements which indicates that the Company and Group operate in an uncertain macro-economic environment in Zimbabwe. Our opinion was not qualified in respect of this matter. Year ended 31 December 2010 Unqualified opinion The financial statements present fairly, in all material respects, the financial position of the Group and Company as at 31 December 2010, and the Group's consolidated financial performance and its consolidated cash flows for the year then ended in accordance with IFRS and in the manner required by the Zimbabwe Companies Act (Chapter 24:03) and the relevant Statutory Instruments (SI) SI 33/99 and SI 62/96. Emphasis of matter We draw your attention to note 2.1.5 to the financial statements, which states that the Group incurred a net operating loss of US$1,995,231 before the fair value adjustment on biological assets for the year ended 31 December 2010 and, as at that date, the Group's current liabilities exceeded its current assets by US$4,654,843. These conditions indicated the existence of material uncertainty which may have cast significant doubt about the ability of the Group to continue as a going concern. Our opinion was not qualified in respect of the matter. Year ended 31 December 2011. Year ended 13 December 2011 Unqualified opinion The financial statements present fairly, in all material respects, the financial position of the Group and Company as at 31 December 2011, and the Group's consolidated financial performance and its consolidated cash flows for the year then ended in accordance with IFRS and in the manner required by the Zimbabwe Companies Act (Chapter 24:03) and the relevant Statutory Instruments (SI) SI 33/99 and SI 62/96. Year ended 31 December 2012 Unqualified opinion The financial statements present fairly, in all material respects, the financial position of the Group and Company as at 31 December 2012, and the Group's consolidated financial performance and its consolidated cash flows for the year then ended in accordance with IFRS and in the manner required by the Zimbabwe Companies Act (Chapter 24:03) and the relevant Statutory Instruments (SI) SI 33/99 and SI 62/96. Emphasis of matter We draw attention to note 2.3 to the financial statements, which stated that the Group incurred a loss for the year of US$7,656,236 during the year ended 31 December 2012 (2011: US$1,234,658) and, as at that date, the Group's current liabilities exceeded its current assets by US$4,876,836. These conditions, along with others matters described in note 2.3 to the consolidated, indicate the existence of a material uncertainty that may have cast significant doubt about the Group's ability to continue as a going concern. Our opinion is not qualified in respect of this matter. Yours faithfully
PricewaterhouseCoopers Chartered Accountants (Zimbabwe) Harare 1 July 2013
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INTERFRESH LIMITED
part vii: underwriters details

NAME REGISTERED OFFICE Metbank Limited 7th Floor, Metropolitan House 3 Central Avenue Harare, Zimbabwe
DIRECTORS Name Wilson Manase Belmont Ndebele Garainashe Changunda Felix Kumirai Sibusisiwe Ndlovu Ozias Bvute Peter Chingoka Ntokozo Ncube Lerato Mathopo Oswell Matore Justin Ngwashi Chinyanta Virgil Jakachira Designation Chairperson Chief Executive Officer Finance Director Executive Director Executive Director Non Executive Director Non Executive Director Non Executive Director Non Executive Director Non Executive Director Non Executive Director Non Executive Director
SHAREHOLDERS EQUITY AS AT 31 DECEMBER 2012 Audited 31 December 2012 Share Capital and Share Premium Retained Earnings Capital Reserves Shareholders Equity 13,000,000 8,278,282 23,225,772 44,504,054
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INTERFRESH LIMITED
part viii: rights offer entitlement

Table of Entitlements Set out below is the table of entitlement of shareholders to Rights Offer Shares, based on a ratio of 3.08 shares for every share held on the Record Date. Any fractions will be rounded up to the nearest whole share.
Shares currently held by Shareholder
Rights Offer Entitlement 308 1,540 3,080 30,800 308,000 770,000 1,540,000 3,080,000 15,400,000 30,800,000
Amount US$ 6.16 30.80 61.60 616.00 6,160.00 15,400.00 30,800.00 61,600.00 308,000.00 616,000.00
100 500 1,000 10,000 100,000 250,000 500,000 1,000,000 5,000,000 10,000,000
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INTERFRESH LIMITED
part ix: determination of rights offer price per share

Trading Date Price Volumes Weighted Average 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.19 0.20
1 2 3 4 5 6 7 8 9 10 11 12 13 15 16 17 18 19 20 21 22 26 27 28 29 30 31 32 33 34 35 36 37 38 38 39 42 42 43 43 44 45
12-Mar-13 13-Mar-13 14-Mar-13 15-Mar-13 18-Mar-13 19-Mar-13 20-Mar-13 21-Mar-13 22-Mar-13 25-Mar-13 26-Mar-13 27-Mar-13 28-Mar-13 1-Apr-13 2-Apr-13 3-Apr-13 4-Apr-13 5-Apr-13 8-Apr-13 9-Apr-13 10-Apr-13 16-Apr-13 17-Apr-13 18-Apr-13 19-Apr-13 22-Apr-13 23-Apr-13 24-Apr-13 25-Apr-13 26-Apr-13 29-Apr-13 30-Apr-13 1-May-13 2-May-13 3-May-13 6-May-13 14-May-13 15-May-13 16-May-13 17-May-13 20-May-13 21-May-13
0.15 0.15 0.20 0.20 0.20 0.20 0.20 0.20 0.20 0.20 0.20 0.20 0.20 0.20 0.20 0.20 0.26 0.26 0.20 0.20 0.20 0.20 0.20 0.20 0.20 0.20 0.20 0.20 0.20 0.24 0.24 0.24 0.24 0.24 0.24 0.24 0.20 0.20 0.20 0.20 0.20 0.20
200,000 124,100 6,900 10,000 5,600 32,400 5,800 20,300 39,000 11,109,199 11,553,299
Weighted Average Share Price
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INTERFRESH LIMITED
part x: notice of the extraordinary general meeting
NOTICE OF EXTRAORDINARY GENERAL MEETING In terms of the Companys Articles of Association, notice is hereby given that an Extraordinary General Meeting of Interfresh Limited Shareholders will be at 10:30am (or immediately after the conclusion or adjournment of the Annual General Meeting which has been convened to be held at the same place and on the same day) on 22 July 2013 in the Miti Conference Room, Cresta Lodge, Corner Samora Machel and Robert Mugabe, Msasa, Harare, to consider and, if deemed fit, to pass the following special and ordinary resolutions. AS A SPECIAL RESOLUTION SHARE CONSOLIDATION That the Directors be and are hereby authorised to consolidate the authorised and issued ordinary shares in the capital of the Company by a factor of ten [10] such that 600,000,000 (Six Hundred Million) and 487,442,532 (Four Hundred and Eighty Seven Million Four Hundred and Forty Two Thousand Five Hundred and Thirty Two) ordinary shares consolidate to 60,000,000 (Sixty Million) and 48,744,253 (Forty Eight Million Seven Hundred and Forty Four Thousand Two Hundred and Fifty Three) ordinary shares respectively. AS A SPECIAL RESOLUTION INCREASE IN AUTHORISED SHARE CAPITAL THAT, in terms of the Companys Memorandum and Articles of Association and subject to approval of the resolution relating to share consolidation, the authorised share capital of US$600,000 (Six Hundred Thousand United States Dollars) divided into 60,000,000 (Sixty Million) ordinary shares with a US$0.01 nominal value be and is hereby increased to 250,000,000 [Two Hundred and Fifty Million] ordinary shares of US$0.01 nominal value each, and such shares to rank pari passu in all respects with the existing ordinary shares in the Company. AS AN ORDINARY RESOLUTION ISSUE OF ORDINARY SHARES THAT the Directors be and are hereby authorised to raise US$3,000,000 (Three Million United States Dollars) through the issue of 150,000,000 ordinary shares in the capital of the Company at an issue price of US$0.02 per share through a rights offer, in terms of every one [1] issued ordinary share shall entitle the holder 3.08 rights offer shares. AS AN ORDINARY RESOLUTION UNISSUED SHARES THAT, the unissued shares, post the rights offer, be and are hereby placed under the control of the Directors for an indefinite period who may issue such shares in compliance with the Memorandum and Articles of Association, provided that no such issue that effectively transfer the control of the Company without prior approval of shareholders in General Meeting may be effected. BY ORDER OF THE BOARD
T Namusi Company Secretary Notes 1. 2.
1 July 2013
In terms of Section 129(1) of the Companies Act (Chapter 24:03), a member entitled to vote at the Extraordinary General Meeting is entitled to appoint one or more proxies to attend and speak in his/her stead. A proxy need not be a member of the Company. To be valid, proxy forms should be completed and returned so as to reach the registered office of the Company, in Harare, not less than 48 hours before the time for the meeting. Completion of the proxy form does not preclude a person from subsequently attending and voting in person.
45
INTERFRESH LIMITED
part x: form of proxy for the extraordinary general meeting
I/We
of being the registered holders of ordinary shares in Interfresh Limited hereby appoint:
or failing him/her or failing him/her the Chairman of the Meeting, as my proxy to act for me/us at the Extraordinary General Meeting of the Company which shall be held at 10:30am (or immediately after the conclusion or adjournment of the Annual General Meeting which has been convened to be held at the same place and on the same day) on 22 July 2013 in the Miti Conference Room, Cresta Lodge, Corner Samora Machel and Robert Mugabe, Msasa, Harare and at any adjournment thereof, and vote for me/us on my/our behalf or to abstain from voting. Do hereby record my votes for the resolutions to be submitted as follows: AS A SPECIAL RESOLUTION SHARE CONSOLIDATION That the Directors be and are hereby authorised to consolidate the authorised and issued ordinary shares in the capital of the Company by a factor of ten [10] such that 600,000,000 (Six Hundred Million) and 487, 442, 532 (Four Hundred and Eighty Seven Million Four Hundred and Forty Two Thousand Five Hundred and Thirty Two) ordinary shares consolidate to 60,000,000 (Sixty Million) and 48, 744, 253 (Forty Eight Million Seven Hundred and Forty Four Thousand Two Hundred and Fifty Three) ordinary shares respectively. FOR AGAINST ABSTAIN
AS A SPECIAL RESOLUTION INCREASE IN AUTHORISED SHARE CAPITAL THAT, in terms of the Companys Memorandum and Articles of Association and subject to approval of the resolution relating to share consolidation, the authorised share capital of US$600,000 (Six Hundred Thousand United States Dollars) divided into 60,000, 000 (Sixty Million) ordinary shares with a US$0.01 nominal value be and is hereby increased to 250,000,000 [Two Hundred and Fifty Million] ordinary shares of US$0.01 nominal value each, and such shares to rank pari passu in all respects with the existing ordinary shares in the Company. FOR AGAINST ABSTAIN
AS AN ORDINARY RESOLUTION ISSUE OF ORDINARY SHARES THAT the Directors be and are hereby authorised to raise US$3,000,000 (Three Million United States Dollars) through the issue of 150,000,000 ordinary shares in the capital of the Company at an issue price of US$0.02 per share through a rights offer, in terms of every one [1] issued ordinary share shall entitle the holder 3.08 rights offer shares. FOR AGAINST ABSTAIN
46
INTERFRESH LIMITED
part x: form of proxy for the extraordinary general meeting (contd)...

AS AN ORDINARY RESOLUTION UNISSUED SHARES THAT, the unissued shares, post the rights offer, be and are hereby placed under the control of the Directors for an indefinite period who may issue such shares in compliance with the Memorandum and Articles of Association, provided that no such issue that effectively transfer the control of the Company without prior approval of shareholders in General Meeting may be effected FOR AGAINST ABSTAIN
Signature of Shareholder PLEASE NOTE If the address on the envelope of this letter is incorrect, please fill in the correct details below and return to the Company Secretary.
Name Address
47
INTERFRESH LIMITED
part xi: letter of allocation
RENOUNCEABLE LETTER OF ALLOCATION (LA) Relating to the rights offered to the ordinary shareholders in Interfresh Limited (Shareholders), who were registered at the close of business on Monday 22 July 2013, to subscribe for additional ordinary shares in the capital of Interfresh Limited (shares or Rights Offer Shares), at a price of US$0.02 each, in the ratio of 3.08 new Rights Offer Shares for every share held. This document should be read in conjunction with the Rights Offer document dated 1 July 2013 (Circular), which was mailed to shareholders. IF YOU HAVE RECENTLY SOLD ALL OR PART OF YOUR SHARES IN INTERFRESH LIMITED, PLEASE SIGN SECTION I OF THE FORM OVERLEAF, AND DELIVER THE LETTER OF ALLOCATION TO THE BROKER OR AGENT THROUGH WHOM YOU SOLD THE SHARES 1. GENERAL
The LA overleaf is a valuable document that you can sell through your stockbroker on the Zimbabwe Stock Exchange (ZSE), even though you have not paid any money for the Rights Offer Shares being offered to you. 2. ALLOCATION
In terms of the Circular, you are hereby offered to subscribe, at US$0.02 per Rights Offer Share. The Rights Offer Shares you have been allocated are based on the number of ordinary shares registered in your name at the close of business on Monday 22 July 2013, in the ration of 3.08 new Rights Offer Shares for every ordinary share held. 3. 3.1 COURSES OF ACTION: ACCEPTANCE Subscribe for all the Rights Offer Shares offered In this case, you should return this LA, left blank, to ZB Transfer Secretaries, Second Floor, ZB Centre, Corner First Street and Kwame Nkrumah, Harare, Zimbabwe, with your proof of payment for the amount shown in section E overleaf. Full instructions are set out in FORM A overleaf. The bank details for the RTGS payments are as follows: Account Name Bank Account Number Branch 3.2 RENUNCIATION Sell your rights In this case, you may renounce your right to accept he Rights Offer Shares offered to you and sell your rights, via a stock broker, on the ZSE. This you can do by signing FORM B over leaf and by sending it to your stockbroker or Old Mutual Securities (Private) Limited, with your instructions to sell the rights. The price which you may receive for your rights will depend on the current market price ruling on the ZSE at the time of the sale. Neither the Company nor its agents shall be obliged to investigate whether the LA has been properly signed. If the rights are subsequently sold, and the person purchasing the rights wishes to subscribe to the Rights Offer Shares shown in section D overleaf, he or she or his or her agent must complete section I of the form overleaf, and the provisions of paragraph 3.1 shall apply, mutatis mutandis. : : : : Interfresh Rights Offer Metbank Limited 0107 0202 30818 Head Office
48
INTERFRESH LIMITED
part xi: letter of allocation (contd)...

3.3 SPLITTING Part subscription ad sell remaining rights This can be done by splitting your LA. In this case, you should complete and sign FORM B overleaf and send it immediately to your stockbroker or agent through whom part of your allocation is to be sold, with instructions given as to the number of Rights Offer Shares to be taken up and number to be sold. Payment for the Rights Offer Shares to be taken up must be included. Your broker or agent will then arrange for the splitting to be effected and lodge the LA with ZB Transfer Secretaries by the due date. Alternatively, you may send the LA with your instructions and payment directly to ZB Transfer Secretaries. Your broker or agent should then endeavor to sell the balance of your rights in the market, during the period for dealing in nil paid Las. 4. TIMETABLE
Event Registration of Circular, Letters of consent, underwriting agreement and Underwriters affidavits with Registrar of Companies Publication and posting of the Circular Last Day for Lodging Proxy Forms EGM to approve the Transaction Record Date Rights Offer opens Last Day of Splitting of LAs Last Day of Dealing in LAs Closing Date of Rights Offer, and Last Day of Payment Allotment and Listing of Rights Offer Shares Publication of Results Rights Offer, and Posting of Share Certificates
Date 1 July 2013 1 July 2013 19 July 2013 22 July 2013 22 July 2013 29 July 2013 26 August 2013 27 August 2013 28 August 2013 4 September 2013 5 September 2013
5.
SIGNATURES
All alterations on the LA must be authenticated by a full signature of the shareholder. Joint renunciations must be signed by all the shareholders concerned. 6. EXCHANGE CONTROL REGULATIONS
LAs in favor of shareholders whose registered addresses are outside Zimbabwe have been endorsed as required in terms of the Exchange Control Regulations. In the event of any queries, foreign shareholders are requested to contact Metbank Limited, 7th Floor, Metropolitan House, 3 Central Avenue, Harare, Zimbabwe. 7. NEW SHARE CERTIFICATES
New share certificates will be posted from Thursday, 5 September 2013 to the registered address of the shareholder with ZB Transfer Secretaries, unless specific instructions to the contrary are given in writing by the person(s) concerned.
49
INTERFRESH LIMITED
RENOUNCIABLE LETTER OF ALLOCATION: This document is valuable and may be traded on the Zimbabwe Stock Exchange. Please read the instructions and notes in this Letter of Allocation in conjunction with the Rights Offer the Rights Offer Circular dated 1 July 2013 to which it relates. If you are in any doubt as to the action to be taken, you should contact your stockbroker, bank manager or professional advisor. 1. 2. Letter if Allocation Number: Name and address of shareholder:
3. 4.
Number of fully paid ordinary shares of US$0.01 each registered in your name at the close of business on Monday 22 July 2013 Number of Rights Offer Shares of US$0.01 each which can be subscribed for at US$0.02 each:
5. 6.
Amount payable on above number of Rights Offer Shares: Exchange Control Endorsement:
FORM A: ACCEPTANCE If you wish to subscribe for these new shares which have been offered to you, simply return this Letter of Allocation to ZB Transfer Secretaries, Second Floor, ZB Centre, Corner First Street and Kwame Nkrumah, Harare, Zimbabwe together with your proof of payment in favor of Interfresh Rights Offer, Bank: Metbank Limited Account Number: 0107 0202 30818, Branch: Head Office. This should be received by ZB Transfer Secretaries by no later than 1600 hrs on 28 August 2013.
50
INTERFRESH LIMITED

FORM B: FORM OF RENUNCIATION/SPLITTING (To be completed by the shareholder named in section B above if the right to subscribe for the Rights Offer Shares is to be renounced or if this letter is to be split.) TO: The Directors Interfresh Limited
I/We, the shareholder(s) named above, hereby renounce my/our right to subscribe to the Rights Offer Shares allocated to me/us stated above in favor of the person(s) signing the registration application form section I in relation to such shares: Signature Date
If this letter is to be split, please give details in the space provided below: Details of the split required: 1. 2. 3.
I.
REGISTRATION APPLICATION FORM
(To be completed by person(s) or his/her agent to whom the right has been renounced) PLEASE PRINT Surname/Name of Company: First Name in Full (if applicable) Signature Date Title (Mr, Mrs, Miss, Ms etc.)
51
INTERFRESH LIMITED
part xii: directors responsibility statement

The Directors whose names are given below collectively and individually accept full responsibility for the accuracy of the information given and certify that to the best of their knowledge and belief there are no other facts the omission of which would make any statement false or misleading, and that they made all reasonable enquiries to ascertain such facts. The Directors also confirm that this Circular includes all such information within their knowledge (or which it would be reasonable for them to obtain by making enquiries) that investors and their professional advisors would require and reasonably expect to find for the purposes of making an informed assessment of the assets and liabilities, financial position, profits and losses and prospects of Interfresh and of the rights attaching to the securities to which the Circular relates.
Name Chipo Mtasa Lishon N Chipango Dennis Matangira Melina Matshiya
Signature Signed on original Signed on original Signed on original Signed on original
52

Interfresh Rights Offer Circular

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Interfresh Rights Offer Circular

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THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION This Circular (Document) does not purport to be an offer

(Incorporated in Zimbabwe on 9 February 1953 under company registration number 40/53)

timeless financial solutions

Reporting Accountants and Independent Auditor

Issue Date: 1 July 2013

corporate information and advisors

Reporting Accountants and Independent Auditor

Company Secretary and Registered Office

Legal Advisor Letter of Allocation, or LA Listing rules

Underwriters United States dollars or US$ ZSE

part i: salient features

After Rights Offer

600 000 000 0.001 600 000

60 000 000 0.01 600 000

190 000 000 0.01 1 900 000

250 000 000 0.01 2 500 000

250 000 000 0.01 2 500 000

250 000 000 0.01 2 500 000

487 442 532 0.001 487 443

48 744 253 0.01 487 443

48 744 253 0.01 487 443

150 000 000 0.01 1 500 000

198 744 253 0.01 1 987 443

112 557 468 0.001 112 557

11 255 747 0.01 112 557

201 255 747 0.01 2 012 557

51 255 747 0.01 512 557

51 255 747 0.01 512 557

part i: salient features (contd)...

part ii: letter from the chairperson

part ii: letter from the chairperson (contd)...

part ii: letter from the chairperson (contd)...

After Rights Offer

600 000 000 0.001 600 000

60 000 000 0.01 600 000

190 000 000 0.01 1 900 000

250 000 000 0.01 2 500 000

250 000 000 0.01 2 500 000

250 000 000 0.01 2 500 000

487 442 532 0.001 487 443

48 744 253 0.01 487 443

48 744 253 0.01 487 443

150 000 000 0.01 1 500 000

198 744 253 0.01 1 987 443

112 557 468 0.001 112 557

11 255 747 0.01 112 557

201 255 747 0.01 2 012 557

51 255 747 0.01 512 557

51 255 747 0.01 512 557

part ii: letter from the chairperson (contd)...

part ii: letter from the chairperson (contd)...

6 466 737 6 167 437 284 545 12 918 719

6 466 737 6 167 437 284 545 12 918 719

3 000 000 3 000 000 3 000 000

(1 250 000) (1 250 000) (1 250 000)

(150 000) (150 000) (150 000)

487 443 8 704 854 (5 698 702) 3 493 595

1 500 000 1 500 000 3 000 000

(150 000) (150 000)

1 987 443 10 204 854 (5 848 702) 6 343 595

1 344 061 3 204 227 4 548 288

1 344 061 3 204 227 4 548 288

Current liabilities Trade and other payables Borrowings

4 440 807 3 034 078 7 474 885