SENS Headlines
Reviewed condensed consolidated interim results
for the six months ended 27 March 2016

Rhodes Food Group Holdings Limited
(Incorporated in the Republic of South Africa)
Registration number 2012/074392/06
JSE share code: RFG
ISIN: ZAE000191979

Reviewed condensed consolidated interim results
for the six months ended 27 March 2016

Key financial indicators

Turnover + 53.5% to R2 billion
Gross profit margin + 60 bps to 28.2%
Profit after tax + 89.2% to R110 million
Diluted HEPS + 87.2% to 48.1 cps
Normalised HEPS + 36.9% to 50.1 cps

COMMENTARY

Profile

Rhodes Food Group Holdings is a leading producer of convenience meal solutions in fresh, frozen and long life product
formats, catering for all consumer income groups. The Group's growing portfolio of market-leading brands includes
Rhodes, Bull Brand, Magpie and Squish. These brands are complemented by private label product ranges prepared
for major local and international retailers.

Trading and financial performance

Turnover for the six months increased by 53.5% to R2.0 billion (2015: R1.3 billion) through strong organic growth
and the integration of the acquisitions made over the past 12 months, while the depreciation in the Rand boosted
international revenue.

Regional turnover, which accounts for 75% (2015: 73%) of Group turnover, increased by 56.6%. Fresh Foods sales
increased by 20.5% with particularly good growth in the pie category. Long Life Foods grew turnover by 88.7%,
boosted by the acquisition of the juice business, as the division recorded market share gains in key product categories
and benefited from increased sales, marketing and advertising activity. Customer response to the Rhodes branded
range of fruit juices launched in September 2015 has been extremely positive.

Revenue from the acquisitions of Pacmar, Boland Pulp, Saint Pie and Deemster has been included for six months,
while General Mills has been included for four months and Alibaba Foods for two months. These acquisitions
contributed 37.4% to the growth in turnover.

The turnover growth of 45.1% in the International division was driven mainly by the 24.4% depreciation in the value of
the Rand against the Group's basket of trading currencies over the past six months.

The Group's gross profit margin improved by 60 basis points to 28.2% mainly through the improved performance in
the International division. Gross profit increased by 57.1% to R560.9 million.

The acquisitions made during the year increased the cost base by R78.9 million or 29.4%. Overall operating costs grew
by 44.0% as the Group significantly increased its investment in sales, marketing and advertising, and grew head
count to support the organic and acquisitive growth of the business.

The operating margin on a normalised basis, excluding listing costs of R21.8 million in the prior period, was 30 basis
points lower at 9.4% owing to the increased sales and marketing costs and the initial margin dilutive impact of the
acquisitions. Operating profit on the same basis increased by R61.5 million. Management continues to target an
operating margin above 10% in the medium term.

Profit after tax increased by R51.8 million to R109.9 million, with headline earnings for the period 86.6% higher at
R110.2 million.

Diluted headline earnings per share (HEPS) increased by 87.2% from 25.7 cents to 48.1 cents. Normalised HEPS
increased by 36.9% to 50.1 cents, adjusting for listing costs in the prior period. These results are in line with the
Group's trading statement released on 3 May 2016.

Cash generated from operations increased strongly to R128.3 million and was used to partially fund acquisitions and
capital expenditure.  

Capital expenditure of R104.1 million (2015: R90.0 million) was invested in capacity expansion and enhancing
production efficiency, mainly in upgrading the meat production plant and increasing capacity at the fruit juice factory.

Outlook

The Group will continue to drive organic growth through gaining market share and entering new product categories in
both the Fresh Foods and Long Life Foods segments. This will be supported by the ongoing focus on producing select private
label ranges for major retailers. Momentum will be maintained on expanding the Group's presence in sub-Saharan
Africa and growing the International business.

The recent acquisitions should perform strongly in the second half and entrench the Group's position in the new
categories of fruit juice, baby food, bottled salads and pickles, and bakery products.

In the current inflationary environment management will continue to monitor the impact of price increases on volumes.

The severe drought affecting major parts of South Africa has until now had a limited impact on the business. However,
if the situation persists, this could impact on the Group's production costs and volumes in the second half.

Capital expenditure of R150 million is planned for the second half of 2016 for the continued upgrading of production
facilities and ongoing investment in capacity expansion.

In line with the practice adopted in 2015 of only paying an annual dividend, the board plans to declare a dividend for
the financial year to 25 September 2016, payable early in 2017, based on a dividend cover ratio of three times diluted
headline earnings per share.

Any reference to future performance included in this announcement has not been reviewed or reported on by the
auditors.

Condensed consolidated interim statement
of financial position
as at 27 March 2016
            
                                                                       Reviewed          Reviewed                  
                                                                      Six-month         Six-month           Audited
                                                                   period ended      period ended        year ended
                                                                       27 March          29 March      27 September
                                                                           2016              2015              2015
                                                          Notes             R'000             R'000             R'000
ASSETS                                                                                                           
Non-current assets                                                     1 325 761          799 357         1 167 896
Property, plant and equipment                                 4           925 447          593 973           785 462
Intangible assets                                                         83 331           51 051            79 908
Goodwill                                                                 286 207          126 325           271 775
Biological assets                                             6            30 776            27 899            30 751
Other financial instruments                                 7.1                 –              109                 –
Current assets                                                         1 714 388        1 212 655         1 310 067
Inventory                                                     5         1 008 051          788 835           694 604
Accounts receivable                                                      686 274          418 858           604 078
Loans receivable                                                           2 700            2 906             2 758
Bank balances and cash on hand                                            17 363            2 056             8 627
Total assets                                                           3 040 149        2 012 012         2 477 963
EQUITY AND LIABILITIES                                                                                           
Capital and reserves                                                   1 072 382          905 566         1 018 157
Share capital                                                            720 205          720 205           720 205
Equity-settled employee benefits                              9             1 387                –                –
Accumulated profit                                                       344 361          179 883           291 582
Equity attributable to owners of the company                           1 065 953          900 088         1 011 787
Non-controlling interest                                                   6 429            5 478             6 370
Non-current liabilities                                                  746 732          333 811           692 533
Long-term loans                                                          671 927          276 610           621 773
Deferred taxation liability                                               67 818           47 626            60 993
Employee benefit liability                                                 6 987            9 575             9 767
Current liabilities                                                    1 221 036          772 635           767 273
Accounts payable and accruals                                            725 882          490 298           430 352
Employee benefits accrual                                                 91 641           69 779           114 927
Current portion of long-term loans                                       125 910           66 559           109 775
Taxation payable                                                          30 363           34 682            29 820
Bank overdraft                                                           237 228          109 762            72 448
Foreign exchange contract liability                         7.2            10 012            1 555             9 951
Total equity and liabilities                                           3 040 149        2 012 012         2 477 963

Condensed consolidated interim statement of 
profit or loss and other comprehensive income
for the six months ended 27 March 2016

                                                                        Reviewed          Reviewed                
                                                                       Six-month        Six-month         Audited
                                                                    period ended     period ended      year ended
                                                                        27 March          29 March    27 September
                                                                            2016             2015            2015
                                                          Notes             R'000            R'000           R'000
Revenue                                                                 1 988 072        1 294 852       3 022 604
Cost of goods sold                                                    (1 427 143)        (937 740)     (2 179 655)
Gross profit                                                                560 929           357 112         842 949
Other income                                                               13 303           15 664          28 665
Operating costs                                                         (386 721)        (268 556)       (582 241)
Profit before interest and taxation                                       187 511          104 220         289 373
Interest paid                                                            (37 984)         (14 877)        (47 256)
Interest received                                                               –              146              34
Profit before taxation                                                      149 527            89 489         242 151
Taxation                                                                 (39 649)         (31 422)        (72 373)
Profit for the period                                                     109 878           58 067         169 778
Profit attributable to:                                                                                        
Owners of the company                                                     109 819           58 909         169 728
Non-controlling interest                                                       59            (842)              50
                                                                            109 878           58 067         169 778
Other comprehensive income                                                                                     
Items that will not be reclassified
subsequently to profit or loss                                                   –                –              99
Remeasurement of employee benefit liability                                     –                –              77
Deferred taxation effect                                                        –                –              22
Total comprehensive income for the period                                 109 878           58 067         169 877
Total comprehensive income attributable to:                                                                   
Owners of the company                                                     109 819           58 909         169 827
Non-controlling interest                                                       59            (842)              50
                                                                         109 878           58 067         169 877
Earnings per share                            (cents)         8.1              49.9             26.7            77.1
Diluted earnings per share                    (cents)         8.1              47.9             25.6            74.1
Headline earnings per share                   (cents)         8.3              50.1             26.7            77.4
Diluted headline earnings per share           (cents)         8.3              48.1             25.7            74.4
                                                                                                                 

Condensed consolidated interim statement of changes in equity
for the six months ended 27 March 2016
        
                                          Equity-settled                                                    
                                                   employee
                                     Share       benefits           Accumulated   Non-controlling                
                                   capital        reserve                profit          interest            Total
                                     R'000          R'000                 R'000             R'000            R'000
Balance at 28 September        
2014 – audited                      150 001              –               117 567             6 320          273 888
Issue of ordinary share        
capital                             569 891              –                     –                 –          569 891
Treasury shares sold                    313              –                 3 407                 –            3 720
Total comprehensive        
income for the period                     –              –                58 909             (842)           58 067
Balance at 29 March 2015        
– reviewed                          720 205              –               179 883             5 478          905 566
Total comprehensive        
income for the period                     –              –               111 699               892          112 591
Balance at 27 September        
2015 – audited                      720 205              –               291 582             6 370        1 018 157
Total comprehensive        
income for the period                     –              –               109 819                59          109 878
Recognition of share-        
based payments                            –          1 387                     –                 –            1 387
Dividends paid to owners        
of the company                            –              –              (57 040)                 –         (57 040)
Balance at 27 March 2016        
– reviewed                          720 205          1 387               344 361             6 429        1 072 382

Condensed consolidated interim statement of cash flows
for the six months ended 27 March 2016

                                                                   Reviewed               Reviewed                  
                                                                  Six-month              Six-month           Audited
                                                               period ended           period ended        year ended
                                                                   27 March               29 March      27 September
                                                                       2016                   2015              2015
                                                                      R'000                  R'000             R'000
Cash flows from operating activities                                                                              
Operating cash flows before working capital changes                  225 812                129 823           346 463
Working capital changes                                             (97 527)              (145 429)         (126 164)
Cash generated from/(utilised in) operations                         128 285               (15 606)           220 299
Net interest paid                                                   (33 057)               (79 058)         (104 557)
Taxation paid                                                       (32 279)               (23 176)          (64 321)
Net cash inflow/(outflow) from operating activities                   62 949              (117 840)            51 421
Cash flows from investing activities                                                                              
Purchase of property, plant and equipment                          (104 056)               (89 988)         (175 882)
Proceeds on disposal of property, plant and equipment                  3 796                    125               528
Acquisition of subsidiaries and businesses less net
cash acquired                                                      (123 111)                      –         (407 796)
Loan receivable advanced                                                   –                (1 510)           (1 510)
Loans receivable repaid                                                   58                  8 570            13 063
Net cash outflow from investing activities                         (223 313)               (82 803)         (571 597)
Cash flows from financing activities                                                                              
Issue of ordinary share capital                                            –                575 642           575 641
Preference share capital repaid                                            –              (156 005)         (156 005)
Dividends paid to owners of the company                             (57 040)                      –                 –
Loans raised                                                         119 565                321 343           740 867
Loans repaid                                                        (58 205)              (521 168)         (577 273)
Net cash inflow from financing activities                              4 320                219 812           583 230
Net (decrease)/increase in cash and cash equivalents               (156 044)                 19 169            63 054
Cash and cash equivalents at beginning of the period                (63 821)              (126 875)         (126 875)
Cash and cash equivalents at end of the period                     (219 865)              (107 706)          (63 821)
                                                                                                                        
Condensed consolidated interim segmental report
for the six months ended 27 March 2016

Products and services from which reportable segments derive their revenues
Information reported to the chief operating decision-maker for the purposes of resource allocation and assessment of
segment performance focuses on the types of goods or services delivered or provided, and in respect of the "regional"
and "international" operations, the information is further analysed based on the different classes of customers. The
executive management of the Group have chosen to organise the Group around the difference in geographical areas
and operate the business on that basis.

Specifically, the Group's reportable segments under IFRS 8: Operating segments are as follows:
-  Regional
-  International

Segment revenues and results
The following is an analysis of the Group's revenue and results by reportable segment.

                       
                                                                    Reviewed               Reviewed                   
                                                                   Six-month              Six-month            Audited
                                                                period ended           period ended         year ended
                                                                    27 March               29 March       27 September
                                                                        2016                   2015               2015
                                                                       R'000                  R'000              R'000
                                                                                     Segment revenue    
Regional                                                                                                            
Fresh products sales                                                  538 941                447 165            928 780
Long life products sales                                              948 874                502 897          1 185 065
                                                                   1 487 815                950 062          2 113 845
International                                                                                                       
Long life products sales                                              500 257                344 790            908 759
Total                                                               1 988 072              1 294 852          3 022 604
                                                                                       Segment profit  
                 
Regional                                                              118 924                105 375            212 020
International                                                          71 019                 24 131            105 372
Total                                                                 189 943                129 506            317 392
Listing fees                                                                –               (21 796)           (21 796)
Acquisition costs                                                     (2 432)                (3 490)            (6 223)
Interest received                                                           –                    146                 34
Interest paid                                                        (37 984)               (14 877)           (47 256)
Profit before taxation                                                149 527                 89 489            242 151

Segment revenue reported above represents revenue generated from external customers. Intercompany sales amounted to 
R366 496 119 (six months ended 29 March 2015: R118 706 032, year ended 27 September 2015: R362 272 405).

The accounting policies of the reportable segments are the same as the Group's accounting policies described in note 
1. Segment profit represents the profit before tax earned by each segment without allocation of listing fees, acquisition 
costs, investment income and finance costs. This is the measure reported to the chief operating decision-maker for  
the purpose of resource allocation and assessment of segment performance.

Geographical information
The Group's non-current assets by location of operations (excluding financial instruments and goodwill) are detailed
below. The chief operating decision-maker does not evaluate any other of the Group's assets or liabilities on a
segmental basis for decision-making purposes.

                                                                        Reviewed              Reviewed                
                                                                       Six-month             Six-month         Audited
                                                                    period ended          period ended      year ended
                                                                        27 March              29 March    27 September
                                                                            2016                  2015            2015
                                                                           R'000                 R'000           R'000
                                                                                  Non-current assets

Republic of South Africa                                                  930 564               579 480         787 174
Kingdom of Swaziland                                                      108 990                93 443         108 947
                                                                       1 039 554               672 923         896 121
                                                                                    
Information regarding major customers
Three customers (six months ended 29 March 2015: three) individually contributed 10% or more of the Group's revenues 
arising from both regional and international sources.

NOTES TO THE CONDENSED CONSOLIDATED INTERIM
FINANCIAL STATEMENTS
for the six months ended 27 March 2016

1.   BASIS OF PREPARATION
     Rhodes Food Group Holdings Limited is a company domiciled in the Republic of South Africa. These condensed
     consolidated interim financial statements ('interim financial statements') as at and for the six months ended
    27 March 2016 comprise the company and its subsidiaries (together referred to as the "Group'').

     The reviewed financial results are prepared in accordance with the SAICA Financial Reporting Guides as
     issued by the Accounting Practices Committee, the Financial Pronouncement as issued by the Financial
     Reporting Standards Council, and the requirements of the Companies Act of South Africa and the JSE Listings
    Requirements.
     
     The accounting policies and methods of computation applied in the presentation of the interim financial
     statements are consistent with those applied in the audited consolidated financial statements for the year ended
    27 September 2015.

     The interim financial statements are in accordance with the information required by IAS 34: Interim Financial
     Reporting, and the accounting policies adopted and methods of computation are in accordance with
     IFRS. Selected explanatory notes are included to explain events and transactions that are significant to an
     understanding of the changes in the Group's financial position and performance since the last consolidated
    financial statements as at and for the year ended 27 September 2015.

     These interim financial statements were prepared under the supervision of CC Schoombie CA(SA), Chief
    Financial Officer.

2.   SEASONALITY OF OPERATIONS
     The Group's performance is subject to seasonal trends based on the seasonality of fruit crops which are
     processed annually from November to March and June to August. Due to the seasonal nature of fruit production
    working capital is actively managed over an annual cycle.

3.   EVENTS SUBSEQUENT TO REPORTING DATE                                                                           
     The directors are not aware of any matter or circumstance of a material nature arising since the end of the six
     months ended 27 March 2016, otherwise not dealt with in the interim financial statements, which significantly
    affect the financial position of the Group or the results of its operations.

4.   PROPERTY, PLANT AND EQUIPMENT
     During the six-month period ended 27 March 2016, the Group acquired assets with a cost of R104 056 224
    (six months ended 29 March 2015: R89 987 944, year ended 27 September 2015: R175 882 717).

     Assets with a carrying amount of R4 268 695 were disposed of during this period (six months ended 29 March
     2015: R309 188, year ended 27 September 2015: R1 514 909). This disposal resulted in a loss of R472 345 (six
     months ended 29 March 2015: R184 188, year ended 27 September 2015: R984 716), which was recognised
     as part of 'operating costs' in the condensed consolidated statement of profit and loss and other comprehensive
    income.

     During the six-month period ended 27 March 2016, the Group contracted R93 609 029 (six months ended
    29 March 2015: R46 870 684, year ended 27 September 2015: R45 728 751) for future capital commitments.

     There has been no major change in the nature of property, plant and equipment, the policy regarding the use
    thereof, or the encumbrances over the property, plant and equipment.

5.   INVENTORY
     A provision of R9 159 929 for the six months ended 27 March 2016 (six months ended 29 March 2015:
     R14 882 934, year ended 27 September 2015: R9 159 929) was raised in order to disclose inventory at the
    lower of cost or net realisable value.

                                                                  Reviewed             Reviewed                        
                                                                 Six-month            Six-month                 Audited
                                                              period ended         period ended              year ended
                                                                  27 March             29 March            27 September
                                                                      2016                 2015                    2015
                                                                     R'000                R'000                   R'000
6.   BIOLOGICAL ASSETS                                       
    Livestock                                                         8 546                8 485                   8 521
    Growing crops                                                    22 230               19 414                  22 230
                                                                    30 776               27 899                  30 751

    Measurement of fair value of livestock
     The fair values of the livestock have been categorised as level 3 fair values based on the inputs to valuation
     techniques used. The valuation technique is based on the fair value less estimated point-of-sale costs of
     which the unobservable inputs consist of premiums on the classification of livestock and premiums for quality
    depending on the physical attributes of the livestock.
    Livestock
    The estimated fair value would increase/(decrease) if:
    More/(less) livestock were classified as breeders;
    Livestock prices increased/(decreased); or
    Weight and quantity premiums increased/(decreased).
 
    Growing crops
    The estimated fair value would increase/(decrease) if:
    Pineapple volumes increased/(decreased);
    Pineapple prices increased/(decreased); or
    Costs of growing or harvesting (increased)/decreased.
 
    Measurement of fair value of growing crops
     The fair values of the pineapple plantations have been categorised as level 3 fair values based on the inputs to
     valuation techniques used. The valuation technique is based on the fair value (which approximates market value)
     less estimated point-of-sales costs at the point of harvest of which the unobservable inputs consist of estimated
     volumes (2016: average of 57 083 tonnes delivered for a four-year period, 2015: average of 54 975 tonnes
     delivered for a four-year period) and estimated pricing (2016: R1 277 per ton delivered, 2015: R1 222 per ton
    delivered) of pineapples harvested.

                                                                      Reviewed              Reviewed                        
                                                                     Six-month             Six-month                   Audited
                                                                  period ended          period ended                year ended
                                                                      27 March              29 March              27 September
                                                                          2016                  2015                      2015
                                                                         R'000                 R'000                     R'000
    Carrying value at the beginning of the period                        30 751                28 015                    28 015
    Value of crops harvested                                            (5 376)               (5 286)                  (17 190)
    Additions                                                             5 376                 5 286                     9 133
    Gain included in profit or loss                                          25                 (116)                    10 793
    Net change in fair value                                                 25                 (116)                    10 793
    Carrying value at the end of the period                              30 776                27 899                    30 751

7.   FINANCIAL INSTRUMENTS AT FAIR VALUE THROUGH PROFIT OR LOSS
    7.1   Other financial instruments                                                                                       
           Interest rate swap – not designated in hedge
         accounting relationship                                                                                           
         Financial asset                                                                                                   
         Non-current                                                         –                  109                          –
     7.2   Foreign exchange contracts
         Contract loss                                                  10 012                1 555                      9 951
     7.3   Valuation of financial instruments at fair value
          held through profit or loss                                                                                      
           Financial instruments at fair
          value through profit and loss              Level            Valuation technique
          Interest rate swap                         Level 2          Mark to market valuation by issuer of instrument
          Foreign exchange contracts                 Level 2          Mark to market rates by issuer of instrument
            

                                                                            Reviewed         Reviewed                      
                                                                           Six-month        Six-month               Audited
                                                                        period ended     period ended            year ended
                                                                            27 March         29 March          27 September
                                                                                2016             2015                  2015
                                                                                R'000            R'000                 R'000
8.   EARNINGS PER SHARE                                                              
    8.1   Basic earnings per share                                                                                          
           Profit attributable to owners of the           
         company                                                              109 819           58 909              169 728
         Basic earnings per share                            (cents)              49.9             26.7                 77.1
         Diluted earnings per share                          (cents)              47.9             25.6                 74.1
     8.2   Weighted average number of shares in          
           issue          
           Weighted average number of shares in          
         issue                                                            221 000 000      171 000 000          171 000 000
         Ordinary shares issued                                                     –       50 000 000           50 000 000
         Treasury shares                                                    (937 500)                –            (937 500)

           Weighted average number of shares in          
         issue                                                            220 062 500      221 000 000          220 062 500
         Effect of convertible preference shares                            9 000 000        9 000 000            9 000 000
           Effect of share offers                                                  14 534                 -                     -                                                                                                                             
           Weighted average number of shares in          
         issue                                                            229 077 034      230 000 000          229 062 500
                                                                                                                        

                                                                              Reviewed            Reviewed                  
                                                                             Six-month           Six-month            Audited
                                                                          period ended        period ended         Year ended
                                                                              27 March            29 March       27 September
                                                                                  2016                2015               2015
                                                                                 R'000               R'000              R'000
       8.3     Headline earnings per share                                                                                
                Reconciliation between profit attributable
                to owners of the company and headline
              earnings:                                                                                                  
                Profit attributable to owners of the
              company                                                        109 819              58 909           169 728
                Adjustments to profit attributable to
              owners of the company                                              340                 132               709
                Loss on disposal of property, plant and
              equipment                                                          472                 184               985
              Taxation effect                                                  (132)                (52)             (276)
              Headline earnings                                              110 159              59 041           170 437
              Headline earnings per share                  (cents)               50.1                26.7              77.4
              Normalised headline earnings per share(1, 2) (cents)               50.1                36.6              87.4
              Diluted headline earnings per share          (cents)               48.1                25.7              74.4
                Normalised diluted headline earnings per
              share(1, 2)                                 (cents)               48.1                35.1              83.9

(1)  Normalised headline earnings and normalised diluted headline earnings for the 2015 period have been adjusted
     for once-off listing fees incurred of R21 795 875 (not deductible for taxation purposes), relating to the listing of the
     company's issued share capital on the JSE Limited.
 
(2)  The pro forma financial information has been prepared for illustrative purposes only to provide information on how
     the normalised headline earnings and normalised diluted headline earnings adjustment might have impacted on the
     financial results of the Group. Because of its nature, the pro forma financial information may not be a fair reflection of
     the Group's results of operation, financial position, changes in equity or cash flows.
     
     The underlying information used in the preparation of the pro forma financial information has been prepared using the
     accounting policies that comply with International Financial Reporting Standards. These are consistent with the audited
    consolidated financial statements for the year ended 28 September 2015.
    
     There are no post balance sheet events which require adjustment to the pro forma information.
     
     The directors are responsible for compiling the pro forma financial information on the basis of the application criteria
    specified in the JSE Listings Requirements.
 
9.    EQUITY-SETTLED EMPLOYEE BENEFITS
      The Rhodes Food Group 2015 Share Plan ("the Plan") is a long term (share based) incentive scheme for
      executives and managers of the company and its subsidiaries and was approved by shareholders at the annual
     general meeting on 11 February 2016.
 
      In December 2015 offers under the Plan were granted to executives and selected managers of the company
      and its subsidiaries. The offers will vest over a three year period starting from the 3rd and ending on the 5th
      anniversaries of the offers. The offers consist of a weighted combination of the following types of equity-settled
     benefits:
 
     - Allocations of Share Appreciation Rights (equity settled);
     - Conditional awards of (full value) Performance Shares; and
    - Grants of (full value) Restricted Shares.

     Offers of 283 352 Share appreciation rights, 191 471 Performance shares and 88 806 Restricted shares were
     granted at a fair value of R7.84, R21.32 and R25.48 respectively.
     
     The fair value of offers granted during the six-month period ended 27 March 2016 was estimated on the date of
     grant using the following assumptions:
     
     Dividend yield (1%)
     Expected volatility (25%)
     Risk-free interest rate (8.5%)
     Expected life of share offers (3 -5 years)
     Weighted average share price R24.21
     
     For the six months ended 27 March 2016, the Group has recognised R1 387 000 of share-based payment
     reserve against equity in the statement of changes in equity (six-month period ended 29 March 2015: R0; year
     ended 30 September 2015: R0).

10.  CONTINGENT LIABILITIES
     The Group has entered into guarantees, the outcome of which has not been determined. The guarantees from
     import and operations activities for the six months ended 27 March 2016 are R4 465 195 (six months ended 
     29 March 2015: R7 434 287, year ended 27 September 2015: R4 733 262). There were no other changes in the
    contingent liabilities from the prior period.
 
11.  ACQUISITION OF BUSINESSES
    11.1 Deemster Proprietary Limited
         On 1 October 2015 the Group acquired the business assets of Deemster Proprietary Limited. Deemster
         conducts a canning and bottling business in Bethlehem in the Free State. Its products include canned
         vegetables and bottled salads and pickles such as beetroot and gherkins and as such offers the opportunity
         for the Group to enter into these new categories. It primarily co-packs products for third party brands and
         produces private label products for most South African retail groups. The board is of the opinion that the
         acquisition presents an attractive investment opportunity which is aligned with the Group's strategy to grow
       through value accretive acquisitions.
 
         Included in the profit for the period is a loss of R1 273 050 attributable to the Deemster operations.
       Revenue for the period includes R32 486 323 in respect of this acquisition.
                                                                                                       1 October
                                                                                                            2015
                                                                                                           R'000
       Assets acquired                                                                                          
       Property, plant and equipment                                                                       10 000
       Inventory                                                                                           15 020
       Fair value of assets acquired                                                                       25 020
       Employee liabilities                                                                                 419
       Purchase price settled in cash                                                                      24 601
       Goodwill                                                                                                 –

    11.2 General Mills South Africa Proprietary Limited
         The Group acquired the Foodservice Operations business assets of General Mills South Africa Proprietary
         Limited with effect from 30 November 2015. General Mills manufactures dry and frozen bakery products
         from its operations in Johannesburg. The board is of the opinion that the acquisition presents an attractive
         investment opportunity which is aligned with the Group's strategy to grow through value accretive
       acquisitions.

         Included in the profit for the period is R227 367 attributable to the additional business generated by
         General Mills. Revenue for the period includes R16 696 851 in respect of this acquisition. The Group is
         unable to quantify the revenue and profit or loss as if the business was acquired at the beginning of the
       financial year due to insufficient information available.
                                                                                                     30 November
                                                                                                            2015
                                                                                                           R'000
       Assets acquired                                                                                          
       Property, plant and equipment                                                                       49 253
       Inventory                                                                                            8 628
       Fair value of assets acquired                                                                       57 881
       Employee liabilities                                                                               1 371
       Purchase price settled in cash                                                                      56 510
       Goodwill                                                                                                 –

     11.3 Alibaba Foods Holdings Proprietary Limited
         On 1 February 2016 the Group acquired the business assets and liabilities of Alibaba Foods Holdings
         Proprietary Limited, for a total cash consideration of R42 million. Alibaba, based in Athlone, Cape Town,
         manufactures a range of halaal Eastern food products. The board is of the opinion that the acquisition
         presents an attractive investment opportunity which is aligned with the Group's strategy to grow through
         value accretive acquisitions.
   
         The goodwill recognised anticipates the expected future revenues to be derived from expanding the
         group's existing bakery and snacking operations and thereby strengthening Rhodes Food's position in
        those categories, particularly in the convenience channel.
   
         Included in the profit for the period is a loss of R456 737 attributable to the Alibaba operations. Revenue
         for the period includes R6 333 388 in respect of this acquisition. The Group is unable to quantify the
         revenue and profit or loss as if the business was acquired at the beginning of the financial year due to
         insufficient information available.
                                                                                                      1 February
                                                                                                            2016
                                                                                                           R'000
         Assets and liabilities acquired                                                                         
         Property, plant and equipment                                                                     20 000
         Intangible assets                                                                                  5 000
         Inventory                                                                                          1 492
         Accounts receivable                                                                                5 281
         Accounts payable and accruals                                                                    (3 931)
         Employee benefits accrual                                                                          (274)
         Fair value of assets acquired                                                                     27 568
         Purchase price - settled in cash                                                                  42 000
         Goodwill                                                                                          14 432

12.  DIVIDEND
     On 25 January 2016, a dividend of 24.8 cents per share (total dividend R57.04 million) was paid to holders of
    fully paid ordinary shares. The company did not pay any dividends during the year ended 27 September 2015.
 
13.  SIX-MONTH PERIOD END
     The Group's interim financial period ends in March which reflects 26 weeks of trading and as a result the
     reporting date may differ year on year. References to an interim financial period are to the 26 weeks ended
     on or about 31 March. As a result the interim financial statements were prepared for the interim period ended
    27 March 2016 (29 March 2015).
 
14.  REVIEW REPORT
     The directors have elected to engage the Group's auditors, Deloitte & Touche, to conduct a voluntary review of
     the condensed consolidated interim financial statements.
      
     The Group's auditors have issued an unmodified review report on the condensed consolidated interim financial
     statements which is available for inspection on the Group’s website (www.rhodesfoodgroup.com) as well as the 
     Group’s registered office (Pniel Road, Groot Drakenstein, 7680), at no charge, during normal business hours. 
     Any reference to the Group's outlook included in this announcement has not been reviewed or reported on by the 
     Group's auditors. The auditor's report does not necessarily report on all the information contained in this 
     announcement. Shareholders are therefore advised that, in order to obtain a full understanding of the nature 
     of the auditor's engagement, they should obtain a copy of the auditor's report together with the accompanying 
     financial information from the company's registered office.

Corporate information

Registered address                      Pniel Road, Groot Drakenstein, 7680
                                       Private Bag X3040, Paarl, 7620

Directors                               Dr YG Muthien* (Chairperson)
                                       BAS Henderson (Chief Executive Officer)
                                       MR Bower*
                                       TP Leeuw*
                                       LA Makenete*
                                       CC Schoombie (Chief Financial Officer)
                                       CL Smart**
                                       GJH Willis**
                                       * Independent non-executive
                                       ** Non-executive

Company secretary                       Statucor Proprietary Limited

Transfer secretaries                    Computershare Investor Services Proprietary Limited
                                       70 Marshall Street, Johannesburg, 2001
                                       PO Box 61051, Marshalltown, 2107
                                        
Sponsor                                 Rand Merchant Bank, a division of FirstRand Bank Limited
                                        
Auditors and reporting accountants      Deloitte & Touche

www.rhodesfoodgroup.com

Bruce Henderson                         Tiaan Schoombie
Chief Executive Officer                 Chief Financial Officer
Groot Drakenstein
23 May 2016
Date: 23/05/2016 07:05:00 
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