Equity capital raising by way of an accelerated bookbuild offering RHODES FOOD GROUP HOLDINGS 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of South Africa) (Registration number 2012/074392/06) JSE share code: RFG ISIN: ZAE000191979 (“RFG” or the “Company”) NOT FOR PUBLICATION, DISTRIBUTION OR RELEASE, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA, JAPAN OR ANY OTHER JURISDICTION IN WHICH IT WOULD BE UNLAWFUL TO DO SO. THIS ANNOUNCEMENT DOES NOT CONSTITUTE AN OFFER TO SELL OR THE SOLICITATION OF AN OFFER TO BUY, NOR SHALL THERE BE ANY SALE OF THE SECURITIES REFERRED TO HEREIN, IN OR INTO ANY JURISDICTION WHERE SUCH OFFER, SOLICITATION OR SALE WOULD BE UNLAWFUL PRIOR TO REGISTRATION OR QUALIFICATION UNDER THE SECURITIES LAWS OF ANY SUCH JURISDICTION. PLEASE SEE THE DISCLAIMER AT THE END OF THIS ANNOUNCEMENT. EQUITY CAPITAL RAISING BY WAY OF AN ACCELERATED BOOKBUILD OFFERING 1. Introduction RFG announces the launch of an offer of up to 25,000,000 new ordinary shares (“Bookbuild Shares”) to raise approximately R700 million by way of an accelerated bookbuild offering to qualifying institutional investors outside the United States in reliance on Regulation S under the U.S. Securities Act of 1933, as amended (“Bookbuild”). 2. Rationale and use of proceeds RFG’s growth strategy is to complement organic growth with strategic, value-accretive acquisitions of food producers operating in allied product categories. Since its listing in 2014, the Company has concluded six acquisitions and these transactions are contributing meaningfully to the Company’s revenues, with profitability improving as the businesses are integrated. RFG management has demonstrated its ability to successfully integrate these acquisitions and enter new product categories, while achieving synergies with existing business units. The acquisitions and associated capital investment have been funded primarily through operating cash flows and debt funding. To enable the Company to continue to pursue its growth ambitions, and considering the current gearing levels and planned capital investment programme, the board of directors of RFG (“Board”) believe it is prudent to raise additional equity capital to strengthen RFG’s balance sheet and create capacity to pursue further attractive acquisitions. Two further acquisitions totalling R412 million have recently been announced which are subject to due diligence and other conditions precedent, including approval from the competition authorities. The proceeds of the Bookbuild will be used to fund planned capital expenditure and internal investment, create capacity for possible future acquisitions and to reduce debt levels. 3. Launch of the Bookbuild The book for the Bookbuild is open with immediate effect and is expected to close on short notice. The Bookbuild is being offered to qualifying institutional investors only and is not an offer to the public. Pricing and allocations will be announced as soon as practicable following the closing of the book. The Bookbuild Shares to be issued pursuant to the Bookbuild will, when issued, be credited as fully paid and will rank pari passu in all respects with the existing ordinary shares of the Company, including the right to receive all dividends and other distributions declared in respect of such ordinary shares after the date of issue of the Bookbuild Shares. RFG will apply for admission of the Bookbuild Shares to trade on the Main Board of the JSE Limited (“JSE”). Listing and trading of the Bookbuild Shares on the JSE is expected to commence at 09:00 (South African time) on Tuesday, 29 November 2016, subject to the approval of the JSE. The Bookbuild Shares to be issued pursuant to the Bookbuild, represent 11% of the issued ordinary shares of RFG and will be issued under the Company’s existing general authority to issue shares for cash. 4. Bookrunners Morgan Stanley & Co. International plc, Rand Merchant Bank, a division of FirstRand Bank Limited and Renaissance Securities (Cyprus) Limited (together, the “Joint Bookrunners”) are acting as joint bookrunners for the Bookbuild, pursuant to a placing agreement entered into with RFG (the "Placing Agreement"). 5. Lock-up RFG has agreed, subject to customary exceptions including the payment of the purchase consideration for 100% of the shares in Pakco (Proprietary) Limited (the terms of which were disclosed via SENS on 4 October 2016), not to issue any further ordinary shares for a period of 180 days from the date the Bookbuild is closed, without the prior written consent of the Joint Bookrunners. The Bookbuild is conditional, inter alia, upon admission of the Bookbuild Shares to trading on the Main Board of the JSE becoming effective. Groot Drakenstein 23 November 2016 Joint Bookrunners Morgan Stanley & Co. International plc Rand Merchant Bank (A division of FirstRand Bank Limited) Renaissance Securities (Cyprus) Limited Sponsor Rand Merchant Bank (A division of FirstRand Bank Limited) Legal counsel to RFG DLA Piper South Africa Services (Proprietary) Limited Legal counsel to the Joint Bookrunners Davis Polk & Wardwell London LLP Disclaimer This announcement is restricted and is not for release, publication or distribution, in whole or in part, directly or indirectly, in or into the United States, Australia, Canada, Japan or any other jurisdiction in which such release, publication or distribution would be unlawful. This announcement is for information purposes only, does not purport to be full or complete, is subject to change and shall not constitute or form part of an offer or solicitation of an offer to purchase or subscribe for securities in the United States or any other jurisdiction. No reliance may be placed for any purpose on the information contained in this announcement or its accuracy or completeness. The Bookbuild Shares have not been and will not be registered under the United States Securities Act of 1933, as amended (the "Securities Act"), and may not be offered or sold, directly or indirectly, in the United States, absent registration or an exemption from, or transaction not subject to, the registration requirements of the Securities Act. There will be no public offer of the Bookbuild Shares in the United States. Neither this announcement nor the Bookbuild constitutes or is intended to constitute an offer to the public in South Africa in terms of the South African Companies Act 71 of 2008 (as amended). In South Africa, the invitation to apply for Bookbuild Shares in terms of the Bookbuild is only open to (i) persons who are acting as principal and who apply for Bookbuild Shares at a minimum acquisition cost of ZAR 1,000,000, as contemplated in section 96(1)(b) of the South African Companies Act 71 of 2008 (as amended), or (ii) persons who comply with the requirements set out in section 96(1)(a) of the South African Companies Act 71 of 2008 (as amended). In member states of the European Economic Area ("EEA") which have implemented the Prospectus Directive (each, a "Relevant Member State"), this announcement and any offer if made subsequently is directed exclusively at persons who are "qualified investors" within the meaning of the Prospectus Directive ("Qualified Investors"). For these purposes, the expression "Prospectus Directive" means Directive 2003/71/EC (and amendments thereto, including Directive 2010/73/EU, to the extent implemented in a Relevant Member State), and includes any relevant implementing measure in the Relevant Member State. A prospectus is not required to be published pursuant to the Prospectus Directive. In the United Kingdom this announcement is only being distributed to, and is only directed at, and any investment or investment activity to which this announcement relates is available only to, and will be engaged in only with, Qualified Investors who are (i) investment professionals falling with Article 19(5) of the UK Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the "Order"); or (ii) high net worth entities falling within Article 49(2)(a) to (d) of the Order, or other persons to whom it may otherwise be lawfully communicated (all such persons together being referred to as "relevant persons"). Persons who are not relevant persons should not take any action on the basis of this announcement and should not act or rely on it. This announcement has been issued by and is the sole responsibility of RFG. No representation or warranty, express or implied, is or will be made as to, or in relation to, and no responsibility or liability is or will be accepted by the Joint Bookrunners or by any of their respective affiliates or agents as to, or in relation to, the accuracy or completeness of this announcement or any other written or oral information made available to or publicly available to any interested party or its advisers, and any liability therefore is expressly disclaimed. This announcement does not purport to identify or suggest the risks (direct or indirect) which may be associated with an investment in the Bookbuild Shares. No representation or warranty is made by RFG or the Joint Bookrunners in connection with the Bookbuild Shares or RFG, and any investment decision to apply for and subscribe for Bookbuild Shares must be made solely on the basis of publicly available information, which information has not been independently verified by the Joint Bookrunners. The issue of the Bookbuild Shares to investors in terms of the Bookbuild is subject to the Placing Agreement between RFG and the Joint Bookrunners becoming unconditional in accordance with its terms. The Joint Bookrunners are acting for RFG and no one else, in connection with the Bookbuild and will not be responsible to anyone other than RFG for providing the protections offered to clients of the Joint Bookrunners, nor for providing advice in relation to the Bookbuild. In connection with the Bookbuild, the Joint Bookrunners and any of their respective affiliates, acting as investors for their own accounts, may acquire Bookbuild Shares and in that capacity may retain, purchase, sell, offer to sell or otherwise deal for their own accounts in such Bookbuild Shares and other securities of the Company or related investments in connection with the Bookbuild or otherwise. Accordingly, references to the Bookbuild Shares being offered, acquired, placed or otherwise dealt in should be read as including any issue or offer to, or acquisition, placing or dealing by, the Joint Bookrunners and any of their affiliates acting as investors for their own accounts. The Joint Bookrunners do not intend to disclose the extent of any such investment or transactions otherwise than in accordance with any legal or regulatory obligations to do so. Date: 23/11/2016 05:10:00 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.