Voluntary announcement: Acquisition of the business assets of Alibaba Foods Holdings Proprietary Limited ("Alibaba") 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" or "the group") VOLUNTARY ANNOUNCEMENT: ACQUISITION OF THE BUSINESS ASSETS OF ALIBABA FOODS HOLDINGS PROPRIETARY LIMITED ("ALIBABA") Introduction and overview Shareholders are advised that the Company's wholly owned subsidiary, Rhodes Food Group Proprietary Limited ("Rhodes Food") and Alibaba have entered into an agreement ("Agreement") dated 30 October 2015 in terms of which Rhodes Food will acquire the business assets of Alibaba ("the Acquisition"). Description of the business carried on by Alibaba Alibaba, based in Athlone, Cape Town, manufactures a range of halaal Eastern food products. Its product range includes samoosas, pies and rooties. These products are sold to all major South African food retailers, forecourt bakery outlets and independent traders. 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 operations through value accretive acquisitions. This Acquisition will further strengthen Rhodes Food’s position in the bakery and snacking category, particularly in the convenience channel. Alibaba will complement the group’s existing pies and pastries business, and its newly acquired confectionery business from General Mills South Africa. Purchase consideration and effective date The purchase consideration payable by Rhodes Food to Alibaba is R42 000 000 (forty two million rand). The effective date of the Acquisition is 1 February 2016. Conditions precedent The implementation of the Acquisition is subject to the following conditions precedent: (a) that those employees of Alibaba who have elected to remain employed with Alibaba and who will therefore not be transferring to Rhodes Food, sign a waiver as contemplated in section 197(6) of the Labour Relations Act (66 of 1995), and that Alibaba provides Rhodes Food with a copy of such signed waivers on or before 31 January 2016; (b) that a comprehensive due diligence investigation is completed by Rhodes Food on or before 4 December 2015 and Rhodes Food is satisfied with the result of such investigation in its sole and absolute discretion (“Due Diligence Condition”); (c) that the board of directors of RFG approves the Acquisition subsequent to the fulfilment of the Due Diligence Condition and Rhodes Food provides a copy of such approval to Alibaba on or before 31 January 2016; and (d) that Alibaba furnishes Rhodes Food with a copy of a special resolution passed by the shareholders of Alibaba approving the Acquisition, as required in terms of section 112 (read with section 115) of the Companies Act (71 of 2008) on or before 31 January 2016. Revenue attributable to the business of Alibaba Alibaba’s net asset value at the end of its last financial year (28 February 2015) was R10.990 million. EBITDA for the financial year ended 28 February 2015 amounted to R6.172 million on revenue of R48.206 million. Classification of the transaction The Acquisition does not constitute a categorised transaction in terms of the JSE Listings Requirements and this announcement is therefore made on a voluntary basis. Groot Drakenstein 2 November 2015 Sponsor RAND MERCHANT BANK (A division of FirstRand Bank Limited) Legal Advisor Edward Nathan Sonnenbergs Incorporated Date: 02/11/2015 09:05:00 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.