Acquisition of Pacmar Proprietary Limited (“Pacmar”) 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”) ACQUISITION OF PACMAR PROPRIETARY LIMITED (“PACMAR”) Introduction and Overview Shareholders are advised that the Company’s wholly owned subsidiary Rhodes Food Group Proprietary Limited (“Rhodes Food”), Pacmar and the shareholders of Pacmar have entered into an agreement (“Agreement”) dated 6 January 2015 in terms of which Rhodes Food will acquire 100% of the issued share capital of Pacmar from its shareholders (“Sellers”) for an aggregate cash consideration of R165 000 000 (one hundred and sixty five million rand) (“Acquisition”). Description of the business carried on by Pacmar Pacmar commenced operations in 1997 and conducts its business from Wellington in the Western Cape. Pacmar manufactures and distributes fruit juice products in the local, regional and international markets under various well known third party brands, private label programmes and its own brands. The products include fruit juices and other beverages, which are packed in both aseptic and preserved formats. Its own brands include Wilde, Amazing, Zing and Chrystal Falls. Pacmar enjoys the benefit of a combination of extensive experience and technical expertise in both the fruit juice and flavour industries, enabling it to offer a specialised service to the industry and to continuously develop new products. Rationale for the Acquisition The board of RFG is of the opinion that the Acquisition presents an attractive investment opportunity which is aligned with RFG’s strategy of expanding its business through lateral extensions into product categories adjacent to its current product ranges. Rhodes Food, with its two fruit plants situated in the Western Cape and Swaziland, respectively, produces an extensive range of fruit purees and juice concentrates which it sells to the international beverage industry. The Acquisition offers a significant opportunity to add further value to these products. The board of RFG is of the view that good synergies will arise from the Acquisition and that Rhodes Food is well placed to add value to the Pacmar business. Pieter Hanekom, who was the executive responsible for The Ceres Beverage Company for 13 years, recently joined the Rhodes Food executive team will, amongst other responsibilities at Rhodes Food, head-up the juice operation. Purchase consideration Rhodes Food will acquire 100% of the issued share capital of Pacmar for an aggregate cash consideration of R165 000 000 (one hundred and sixty five million rand). The purchase consideration will be paid by Rhodes Food to the Sellers on the effective date, being the later of 1 April 2015 or the first business day after the last day of the month in which the last of the conditions precedent are fulfilled or waived, as the case may be. Conditions Precedent The Acquisition is subject to the following conditions precedent: (a) the Financial Surveillance Department of the South African Reserve Bank approving the Acquisition on or before 30 April 2015; (b) if required, the competition authorities approving the Acquisition on or before 30 June 2015; (c) Rhodes Food completing a comprehensive due diligence investigation to its satisfaction on or before 28 February 2015; (d) the board of directors of RFG formally approving the Acquisition within 3 business days after the completion of the due diligence referred to above; (e) the delivery of a disclosure schedule, detailing the matters which will limit the warranties provided by Pacmar and the Sellers, to Rhodes Food on or before 31 January 2015; and (f) the conclusion of a short term consultancy agreement with Carlo Marra, as described in the Agreement, on or before 31 January 2015. The value of, and profits attributable to Pacmar Pacmar’s total net asset value at the end of its last financial year (31 July 2014) was R38.6 million. Total EBITDA for the financial year ended 31 July 2014 amounted to R22.2 million, on revenue of R368.8 million. Schedule 10 of the JSE Limited Listings Requirements To the extent necessary, the board of RFG shall, as soon as possible after the effective date, procure that the memorandum of incorporation of Pacmar and its subsidiaries are amended to ensure RFG’s continued compliance with its obligations in terms of the Listings Requirements Classification of the transaction The Acquisition is classified as a Category 2 transaction in terms of the JSE Listings Requirements. Groot Drakenstein 7 January 2015 Sponsor RAND MERCHANT BANK (A division of FirstRand Bank Limited) Legal Advisor: Edward Nathan Sonnenbergs Incorporated Date: 07/01/2015 08:55:00 Supplied by www.sharenet.co.za Produced by the JSE SENS Department. 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