SENS Headlines
Acquisition of business assets of Boland Pulp, Boland Properties and the business assets of Deemster

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
(“the Company”)

ACQUISITION OF BUSINESS ASSETS OF BOLAND PULP PROPRIETARY LIMITED (“BOLAND
PULP”), THE IMMOVABLE PROPERTY OWNED BY BOLAND PULP PROPERTIES PROPRIETARY
LIMITED (“BOLAND PROPERTIES”) AND THE BUSINESS ASSETS OF DEEMSTER PROPRIETARY
LIMITED (“DEEMSTER”): UNCONDITIONALITY AND OTHER IMPORTANT MATTERS

Shareholders are referred to the announcement released on the Stock Exchange News Service of the JSE
Limited on 20 February 2015 (“Acquisition Announcement”) regarding the Company’s wholly owned
subsidiary, Rhodes Food Group Proprietary Limited (“Rhodes Food”) having had concluded three
agreements (collectively referred to as the “Agreements”) with sellers who are related parties to one
another, namely:

    a) the agreement (“Boland Pulp Agreement”) relating to the acquisition by Rhodes Food of the
       business assets of Boland Pulp from Boland Pulp (“Boland Pulp Acquisition”);
    b) the agreement (“Boland Properties Agreement”) relating to the acquisition by Rhodes Food of
       immovable properties owned by Boland Properties from Boland Properties (“Boland Properties
       Acquisition”); and
    c) the agreement (“Deemster Agreement”) relating to the acquisition by Rhodes Food of the business
       assets of Deemster from Deemster (“Deemster Acquisition”),

which acquisitions were subject to the fulfilment or waiver, as the case may be, of certain conditions
precedent.

Further to the Acquisition Announcement, the Company’s board of directors advises as follows:

    A. Boland Pulp Acquisition
       All of the conditions precedent to the Boland Pulp Acquisition have been fulfilled (or waived, as the
       case may be), and the Boland Pulp Acquisition has therefore become unconditional. The effective
       date for the Boland Pulp Acquisition is 3 August 2015.  

    B. Boland Properties Acquisition
       All of the conditions precedent to the Boland Properties Acquisition have been fulfilled (or waived, as
       the case may be), and the Boland Properties Acquisition has therefore become unconditional. The
       effective date for the Boland Properties Acquisition is the date of registration of the transfer of the
       property in the name of Rhodes Food.

    C. Deemster Acquisition
       Rhodes Food and Deemster have received a notification from the Competition Commission
       (“Notice”) requesting that, in terms of section 13(3) of the Competition Act and the Competition
       Commission Rule 25, Rhodes Food and Deemster are required to notify the Competition
       Commission of the proposed merger within 20 business days after receipt of the Notice.

       The result of the serving of the Notice on Rhodes Food and Deemster is that the Deemster
       Acquisition is not yet unconditional. A further announcement will follow once the Deemster
       Acquisition has become unconditional.

The Company’s board of directors further advises shareholders that the Deemster Agreement has, by way of
addendums to each of the Agreements, respectively, been de-linked from the Boland Pulp Agreement and
the Boland Properties Agreement. The Deemster Agreement is therefore no longer inter-dependent upon the
Boland Pulp Agreement and/or the Boland Properties Agreement, respectively. However, the Boland Pulp
Agreement and the Boland Properties Agreement remain inter-dependent upon one another, as previously
communicated in the Acquisition Announcement.

Groot Drakenstein
31 July 2015

Sponsor
RAND MERCHANT BANK (a division of FirstRand Bank Limited)
 




 

Date: 31/07/2015 01:39:00 
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