The division, recruiting from the North Midlands and the West Riding of Yorkshire, was composed of the 137th, 138th and 139th Infantry Brigades, along with supporting divisional troops. In January 1943, Freeman-Attwood led the division overseas to French North Africa, where, upon its arrival in Tunisia, came under command of Lieutenant General Charles Allfrey's V Corps, itself part of Lieutenant General Kenneth Anderson's British First Army. The division fought in the Tunisian campaign, most notably in the final stages of the Battle of Kasserine Pass and in Operation Ochsenkopf, until the campaign came to an end in May 1943, with Freeman-Attwood being awarded the Distinguished Service Order (DSO) for his division's actions at Djebel Abiod.