Results of the private placement Rhodes Food Group Holdings Limited (Previously Rhodes Food Group Holdings Proprietary Limited) (Incorporated in the Republic of South Africa) (Registration number 2012/074392/06) (JSE share code: RFG ISIN: ZAE000191979) ("RFG" or the "Company") NOT FOR PUBLICATION, DISTRIBUTION OR RELEASE, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES OF AMERICA, CANADA, JAPAN OR AUSTRALIA OR ANY OTHER JURISDICTION WHERE IT IS UNLAWFUL TO DO SO RESULTS OF THE PRIVATE PLACEMENT 1. Introduction This announcement has been prepared with reference to the Pre-listing Statement issued by RFG dated 15 September 2014 and the announcement released on SENS on the same day, regarding the private placement by way of an Offer for Subscription by RFG and the concurrent Offer for Sale by the Selling Shareholders of Ordinary Shares, subject to certain conditions. Unless otherwise indicated, defined terms used in this announcement are as set out in the Pre-listing Statement. 2. Results of the Offer The bookbuild in relation to the Offer closed at 12:00 on Thursday, 25 September 2014. RFG and the Selling Shareholders have successfully placed 92 750 000 Offer Shares at a price of R12.00 per Offer Share, comprising the following: - a placing of 50 000 000 Ordinary Shares by way of an Offer for Subscription by the Company to raise gross proceeds of R600 million; and - a placing of 42 750 000 Ordinary Shares by way of an Offer for Sale by the Selling Shareholders. Furthermore, the Joint Bookrunners have overallotted an additional 9 275 000 Overallotment Shares, pursuant to the Overallotment Option granted by Capitalworks to the Stabilisation Manager for the purpose of covering short positions resulting from overallotment. The total value of the 102 025 000 Ordinary Shares placed in the Offer (including the Overallotment Shares) was R1 224 million. 3. Listing and Settlement The Settlement Date for the Offer and the Listing Date is expected to be Thursday, 2 October. Any change in that date will be announced on SENS. Based on a total of 221 000 000 Ordinary Shares outstanding at the Listing Date, the Offer Price implies a total market capitalisation of R2 652 million for RFG. It is anticipated that the Company will have a free float of 46% (44% including the Fully Diluted Shares). 4. Stabilisation The Stabilisation Manager may, subject to applicable laws and regulations, and only during the 30-day Stabilisation Period commencing on the Listing Date, effect transactions which may support the market price of the Ordinary Shares. Such stabilisation, if commenced, may be discontinued at any time without prior notice and will in any event be discontinued after the Stabilisation Period. There is, however, no assurance that the Stabilisation Manager will undertake any stabilisation actions. Groot Drakenstein 25 September 2014 Joint Bookrunners Morgan Stanley & Co. International plc Rand Merchant Bank (a division of FirstRand Bank Limited) Renaissance Securities (Cyprus) Limited Transaction Sponsor and Stabilisation Manager Rand Merchant Bank (a division of FirstRand Bank Limited) Attorneys Webber Wentzel, South African legal advisor to the Company Davis Polk & Wardwell London LLP, U.S. counsel & English legal advisor to the Joint Bookrunners Reporting Accountants and Auditors Deloitte & Touche DISCLAIMER This pricing announcement does not constitute an offer of securities for sale in the United States or any other jurisdiction. The securities have not been, and will not be, registered under the US Securities Act or under the securities legislation of any state or territory or jurisdiction of the United States or any other jurisdiction and may not be offered, sold, transferred or delivered, directly or indirectly, in or into the United States except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the US Securities Act and in compliance with any applicable securities laws of any states or other jurisdiction of the United States. There will be no public offering in the United States. RFG is not registered and will not be registered under the US Investment Company Act of 1940, as amended, and related rules. This document does not constitute or form part of any offer or invitation to sell, or any solicitation of any offer to purchase nor shall it (or any part of it) or the fact of its distribution, form the basis of, or be relied on in connection with, any contract therefore. Any proposed listing and distribution of this document and other information in connection with a potential listing may be restricted by law in certain jurisdictions and persons into whose possession any document or other information referred to herein comes should inform themselves about and observe any such restriction. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction. This pricing announcement does not constitute an offer of securities to the public in the United Kingdom. This communication is directed only at (i) persons who are outside the United Kingdom or (ii) persons who have professional experience in matters relating to investments falling within Article 19(1) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the “Order”), (iii) high net worth entities falling within Article 49(2) of the Order and (iv) other persons to whom it may lawfully be communicated (all such persons together being referred to as “relevant persons”). Any investment activity to which this communication relates will only be available to, and will only be engaged with, relevant persons. Any person who is not a relevant person should not act or rely on this document or any of its contents. Any offer of securities to the public that may be deemed to be made pursuant to this communication in any EEA Member State that has implemented Directive 2003/71/EC (together with any applicable implementing measures in any Member State, the “Prospectus Directive”) is only addressed to qualified investors in that Member State within the meaning of the Prospectus Directive. Copies of this pricing announcement are not being made and may not be distributed or sent in or into the United States, Canada, Japan, Australia or any other jurisdiction where it is unlawful to do so. This pricing announcement does not constitute an offer to the public for the sale of or subscription for, or the solicitation of an offer to buy or subscribe for, shares as defined in the Companies Act No. 71 of 2008 (the “Act”) or otherwise, and will not be distributed to any person in South Africa in any manner which could be construed as an offer to the public in terms of the Act. This announcement may include statements that are, or may be deemed to be, "forward-looking statements". Forward-looking statements may and often do differ materially from actual results. Any forward- looking statements reflect RFG’s current view with respect to future events and are subject to risks relating to future events and other risks, uncertainties and assumptions relating to RFG’s business, results of operations, financial position, liquidity, prospects, growth and strategies. Forward-looking statements speak only as of the date they are made. Each of the Company, Morgan Stanley, RMB, Renaissance Securities and their respective affiliates expressly disclaims any obligation or undertaking to update, review or revise any forward looking statement contained in this pricing announcement whether as a result of new information, future developments or otherwise. None of Morgan Stanley, RMB, Renaissance Securities and their respective affiliates or any of their respective directors, officers, employees, advisers or agents accepts any responsibility or liability whatsoever for/or makes any representation or warranty, express or implied, as to the truth, accuracy or completeness of the information in this pricing announcement (or whether any information has been omitted from the pricing announcement) or any other information relating to the Company, its subsidiaries or associated companies, whether written, oral or in a visual or electronic form, and howsoever transmitted or made available or for any loss howsoever arising from any use of the pricing announcement or its contents or otherwise arising in connection therewith. Each of Morgan Stanley, RMB and Renaissance Securities is acting exclusively for RFG and no-one else in connection with the Offer. They will not regard any other person as their respective clients in relation to the Offer and will not be responsible to anyone other than RFG for providing the protections afforded to their respective clients, nor for providing advice in relation to the Offer, the contents of this pricing announcement or any transaction, arrangement or other matter referred to herein. In connection with the Offer, each of Morgan Stanley RMB and Renaissance Securities and any of their respective affiliates, acting as investors for their own accounts, may subscribe for or purchase shares and in that capacity may retain, purchase, sell, offer to sell or otherwise deal for their own accounts in such shares and other securities of RFG or related investments in connection with the Offer or otherwise. Accordingly, references in the PLS or this pricing announcement to the shares being issued, offered, subscribed, acquired, placed or otherwise dealt in should be read as including any issue or offer to, or subscription, acquisition, placing or dealing by any of Morgan Stanley, RMB and Renaissance Securities and any of their respective affiliates acting as investors for their own accounts. In addition, Morgan Stanley, RMB and Renaissance Securities may enter into financing arrangements and swaps in connection with which they or their affiliates may from time to time acquire, hold or dispose of shares. None of Morgan Stanley, RMB and Renaissance Securities nor any of their respective affiliates intend to disclose the extent of any such investment or transactions otherwise than in accordance with any legal or regulatory obligations to do so. In connection with the Offer, RMB as Stabilisation Manager, or any of its agents, may (but will be under no obligation to), to the extent permitted by applicable law, over-allot or effect other transactions with a view to supporting the market price of the Ordinary Shares at a higher level than that which might otherwise prevail in the open market. Such transactions may be undertaken at any time during the period commencing on the date of the commencement of conditional dealings of the Ordinary Shares on the Johannesburg Stock Exchange and ending no later than 30 calendar days thereafter. However, there will be no obligation on the Stabilisation Manager or any of its agents to effect stabilising transactions and there is no assurance that stabilising transactions will be undertaken. Such stabilising measures, if commenced, may be discontinued at any time without prior notice. Save as required by law or regulation, neither the Stabilisation Manager nor any of its agents intends to disclose the extent of any over-allotments made and/or stabilisation transactions conducted in relation to the Offer. Date: 26/09/2014 07:05:00 Supplied by www.sharenet.co.za Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE'). The JSE does not, whether expressly, tacitly or implicitly, represent, warrant or in any way guarantee the truth, accuracy or completeness of the information published on SENS. The JSE, their officers, employees and agents accept no liability for (or in respect of) any direct, indirect, incidental or consequential loss or damage of any kind or nature, howsoever arising, from the use of SENS or the use of, or reliance on, information disseminated through SENS.