SENS Headlines
Reviewed condensed consolidated interim results for the six months ended 2 April 2017

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 2 April 2017

Key financial indicators

Turnover +8.2% to R2.2 billion 
Operating profit margin +30 bps
Profit after tax +14.6% to R125 million
Headline earnings +15.9% to R126 million
Diluted HEPS +7.9% to 51.4 cps
Pakco and Ma Baker acquisitions completed

COMMENTARY 
PROFILE 
Rhodes Food Group (the "group") is a leading producer of fresh, frozen and long life convenience meal solutions
for customers and consumers across South Africa, sub-Saharan Africa and in major global markets. The growing
portfolio of market leading brands, which includes Rhodes, Bull Brand, Magpie, Squish and Bisto, is complemented
by private label product ranges packed for major South African and international retailers.

TRADING AND FINANCIAL PERFORMANCE
Group turnover increased by 8.2% to R2.2 billion through sustained strong organic growth in the regional segment
while international revenue was negatively impacted by the strengthening of the Rand.

Regional turnover, which accounted for 82% (2016: 75%) of group turnover, increased by 17.9%.

- Fresh Foods sales grew by 27.8% with excellent growth in pies and snacking.
- Long Life Foods increased turnover by 12.3% despite the tougher trading environment both domestically and in
  other African markets. The group gained market share in all key product categories. Sales in sub-Saharan Africa
  (excluding South Africa) increased by 55%.

International turnover declined by 20.7% as the Rand appreciated by 11% (2016: depreciated by 24%) against
the group's basket of trading currencies over the past six months. The group also faced pricing pressure in certain
major markets. Export volumes were lower largely as a consequence of timing and should normalise over the full
12 months.

The group's gross profit margin was lower at 27.1% (2016: 28.2%) owing mainly to the currency impact on the
International division.

Operating cost growth of 7.3% was contained below turnover growth. 

The group operating margin increased by 30 basis points to 9.7%. The regional operating margin expanded to 9.2%
(2016: 8.0%) although behind the level of 10.2% reported for the 2016 financial year. The margin is expected
to show sustained improvement as the margins of the recently acquired businesses move closer to the group's
targeted 10% level. The strengthening currency contributed to the international margin declining to 12.6% (2016:
14.0%), although the full impact of the currency was limited by the group's foreign exchange hedging strategy.

Profit after tax increased by 14.6% to R124.6 million. 

Headline earnings for the interim period were 15.8% higher at R126.3 million. Diluted headline earnings per
share (HEPS) increased by 7.9% to 51.4 cents. The weighted average number of shares in issue has increased by
16.7 million or 7.6% over the prior period following the issue of shares for the capital raise undertaken by the group
in November 2016 (refer below) and the acquisition of Pakco in March 2017.

Net working capital, excluding the take-on balances of Ma Baker and Pakco, increased by R320 million owing
primarily to the 25% increase in inventory levels due to strategic procurement of packaging and raw materials and
slower than expected export sales. 

Cash flows generated from operations of R93.4 million were 30% lower than the previous year owing to the higher
levels of working capital. The group raised equity capital of R648 million through the issue of 25 million shares in
an accelerated book build in November 2016. The proceeds of the book build have been applied to funding capital
expenditure as well as the acquisition of Ma Baker, and to reduce debt levels. The group's net overdraft increased
to R299.0 million (2016: R219.9 million).

The group has increased its capital investment programme and R233 million (2016: R109 million) was invested
mainly in completing the meat production plant upgrade, increasing production capacity at the fruit juice, fruit
products, vegetable and pie facilities, and the completion of the flexible packaging and baby foods factory at Groot
Drakenstein.

ACQUISITIONS
The group's two largest acquisitions, Pakco (R197 million) and Ma Baker (R193 million), were completed late
in the reporting period, and had been consolidated, but had no impact on the profit for the period under review.

Durban-based Pakco produces spices, condiments and instant meals and will enable Rhodes to enter the dry
packed foods market. Pakco has a portfolio of strong and well-known brands, including Bisto, Southern Coating,
Hinds and Gold Dish, which will complement the group's canned foods and bottled salads ranges.

Ma Baker is a well-established KwaZulu-Natal based pie producer which will strengthen the group's position in the
growing pie and pastry market, and diversify its customer base and geographic presence. The acquisition will allow
for synergies to be realised with the group's pie, snacking and bakery businesses.

OUTLOOK
The group will continue to drive organic growth in the regional segment, maximise synergies from the recent
acquisitions, grow brand shares and expand its presence in sub-Saharan Africa.

In the International segment management aims to grow sales to reverse the negative volume growth in the first
half and to reduce inventory levels. The volatile Rand exchange rate continues to be a risk to performance of the
International segment. While the International results benefited from the group's hedging strategy in the first half,
this will have a reduced benefit in the second half.

The integration programmes for Pakco and Ma Baker are progressing well. The focus in Pakco is on extracting cost
savings and synergies to enhance profitability in the short term, while improving manufacturing, distribution and
marketing in the medium-term. The focus in Ma Baker is on extracting synergies with the pie, snacking and bakery
businesses, and rationalizing operations, distribution and the product offer. Ma Baker is expected to be earnings
accretive in the second half of the financial year.

Capital investment of R220 million is planned for the second half of 2017, including the upgrading of production
facilities at Pakco and Ma Baker.

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

CONDENSED CONSOLIDATED STATEMENT OF FINANCIAL POSITION 
as at 2 April 2017

                                                                          Reviewed                                 
                                                           Reviewed      Six-month        Audited        Audited   
                                                          Six-month   period ended     year ended     year ended   
                                                       period ended       27 March   25 September   27 September   
                                                            2 April           2016           2016           2015   
                                                               2017       restated       restated       restated   
                                               notes          R'000          R'000          R'000          R'000   
ASSETS                                                                                                             
Non-current assets                                        1 932 866      1 324 186      1 380 759      1 167 896   
Property, plant and equipment                      4      1 272 039        934 502        986 826        793 565   
Intangible assets                                           164 138         83 331         81 587         79 908   
Goodwill                                                    468 984        286 207        287 607        271 775   
Biological assets                                  6         27 705         20 146         24 739         22 648   
Current assets                                            2 083 696      1 714 388      1 728 820      1 310 067   
Inventory                                          5      1 320 301      1 008 051        947 488        694 604   
Accounts receivable                                         702 041        686 274        749 378        604 078   
Loan receivable                                               3 307          2 700          3 000          2 758   
Taxation receivable                                          10 084              -              -              -   
Foreign exchange contract asset                  7.1          8 021              -         21 925              -   
Bank balances and cash on hand                               39 942         17 363          7 029          8 627   
Total assets                                              4 016 562      3 038 574      3 109 579      2 477 963   
EQUITY AND LIABILITIES                                                                                             
Capital and reserves                                      2 122 716      1 071 239      1 256 898      1 018 157   
Share capital                                      8      1 565 509        720 205        720 205        720 205   
Equity-settled employee
benefits reserve                                              5 776          1 386          2 773              -   
Accumulated profit                                          541 744        343 273        524 948        291 582   
Equity attributable to owners of
the company                                               2 113 029      1 064 864      1 247 926      1 011 787   
Non-controlling interest                                      9 687          6 375          8 972          6 370   
Non-current liabilities                                     645 618        746 299        786 544        692 533   
Long-term loans                                             509 374        671 927        687 231        621 773   
Deferred taxation liability                                 126 383         67 385         85 085         60 993   
Employee benefit liability                                    9 861          6 987         14 228          9 767   
Current liabilities                                       1 248 228      1 221 036      1 066 137        767 273   
Accounts payable and accruals                               683 482        725 882        531 596        430 352   
Employee benefits accrual                                    75 707         91 641        126 008        114 927   
Current portion of long-term loans                          150 117        125 910        152 963        109 775   
Taxation payable                                                  -         30 363         58 918         29 820   
Bank overdraft                                              338 922        237 228        196 652         72 448   
Foreign exchange contract liability              7.1              -         10 012              -          9 951   
Total equity and liabilities                              4 016 562      3 038 574      3 109 579      2 477 963   

CONDENSED CONSOLIDATED STATEMENT OF PROFIT OR LOSS AND
OTHER COMPREHENSIVE INCOME
for the six-month period ended 2 April 2017

                                                                                         Reviewed                  
                                                                          Reviewed      Six-month        Audited   
                                                                         Six-month   period ended     year ended   
                                                                      period ended       27 March   25 September   
                                                                           2 April           2016           2016   
                                                                              2017       restated       restated   
                                                                             R'000          R'000          R'000   
Revenue                                                                  2 150 737      1 988 072      4 145 902   
Cost of goods sold                                                     (1 567 317)    (1 427 143)    (2 932 530)   
Gross profit                                                               583 420        560 929      1 213 372   
Other income                                                                41 017         13 303         37 221   
Operating costs                                                          (416 735)      (388 296)      (752 265)   
Profit before interest and taxation                                        207 702        185 936        498 328   
Interest paid                                                             (34 462)       (37 984)       (89 066)   
Interest received                                                               22              -             13   
Profit before taxation                                                     173 262        147 952        409 275   
Taxation                                                                  (48 616)       (39 216)      (115 924)   
Profit for the period                                                      124 646        108 736        293 351   
Profit attributable to:                                                                                            
Owners of the company                                                      123 931        108 731        290 749   
Non-controlling interest                                                       715              5          2 602   
                                                                           124 646        108 736        293 351   
Other comprehensive income                                                                                         
Items that will not be reclassified                                                                                
subsequently to profit or loss                                                   -              -          (622)   
Remeasurement of employee benefit liability                                      -              -          (857)   
Deferred taxation effect                                                         -              -            235   
Total comprehensive income for the period                                  124 646        108 736        292 729   
Owners of the company                                                      123 931        108 731        290 127   
Non-controlling interest                                                       715              5          2 602   
                                                                           124 646        108 736        292 729   
Earnings per share                            (cents)                         52.4           49.4          132.1   
Diluted earnings per share                    (cents)                         50.4           47.4          127.0   


CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
for the six-month period ended 2 April 2017


                                                        Equity-settled                                         
                                                              employee
                                               Share          benefits   Accumulated  Non-controlling        
                                             capital           reserve        profit         interest      Total
                                                                            Restated         Restated           
                                               R'000             R'000         R'000            R'000      R'000

Balance at 27 September 2015
- audited                                    720 205                 -       291 582            6 370  1 018 157
Total comprehensive income for
the period (restated)                              -                 -       108 731                5    108 736
Recognition of share
based payments                                     -             1 386             -                -      1 386
Dividend paid to owners of
the company                                        -                 -      (57 040)                -   (57 040)
Balance at 27 March 2016 -
reviewed (restated)                          720 205             1 386       343 273            6 375  1 071 239
Total comprehensive income for
the period (restated)                              -                 -       181 396            2 597    183 993
Recognition of share
based payments                                     -             1 387             -                -      1 387
Treasury shares
dividends received                                 -                 -           279                -        279
Balance at 25 September 2016 -
audited (restated)                           720 205             2 773       524 948            8 972  1 256 898
Issue of ordinary share capital              845 304                 -             -                -    845 304
Total comprehensive income for
the period                                         -                 -       123 931              715    124 646
Recognition of share
based payments                                     -             3 003             -                -      3 003
Treasury shares
dividends received                                 -                 -           475                -        475
Dividends paid to owners of
the company                                        -                 -     (107 610)                -  (107 610)

Balance at 2 April 2017 -
reviewed                                   1 565 509             5 776       541 744            9 687  2 122 716

CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS
for the six-month period ended 2 April 2017


                                                                                         Reviewed                  
                                                                          Reviewed      Six-month        Audited   
                                                                         Six-month   period ended     year ended   
                                                                      period ended       27 March   25 September   
                                                                           2 April           2016           2016   
                                                                              2017       restated       restated   
                                                                             R'000          R'000          R'000   
Cash flows from operating activities                                                                               
Operating cash flows before working capital changes                        257 567        230 464        593 240   
Working capital changes                                                  (164 122)       (97 527)      (290 977)   
Cash generated from operations                                              93 445        132 937        302 263   
Net interest paid                                                         (37 010)       (33 057)       (88 613)   
Taxation paid                                                            (100 438)       (32 279)       (63 899)   
Net cash (outflow)/inflow from operating activities                       (44 003)         67 601        149 751   
Cash flows from investing activities                                                                               
Purchase of property, plant and equipment                                (233 258)      (108 708)      (238 051)   
Proceeds on disposal of property, plant and equipment                          269          3 796          6 703   
Acquisition of subsidiaries and businesses less net                                                                
cash acquired                                                            (180 477)      (123 111)      (123 110)   
Loan receivable advanced                                                     (307)              -          (300)   
Loans receivable repaid                                                          -             58             58   
Dividends paid to owners of the company                                  (107 610)       (57 040)       (57 040)   
Treasury shares dividend received                                              475              -            279   
Net cash outflow from investing activities                               (520 908)      (285 005)      (411 461)   
Cash flows from financing activities                                                                               
Proceeds on issue of ordinary share capital                                648 304              -              -   
Loans raised                                                               300 000        119 565        219 570   
Loans repaid                                                             (495 492)       (58 205)      (110 924)   
Government grant received                                                    2 742              -         27 262   
Net cash inflow from financing activities                                  455 554         61 360        135 908   
Net decrease in cash and cash equivalents                                (109 357)      (156 044)      (125 802)   
Cash and cash equivalents at beginning of the period                     (189 623)       (63 821)       (63 821)   
Cash and cash equivalents at end of the period                           (298 980)      (219 865)      (189 623)   


CONDENSED CONSOLIDATED SEGMENTAL REPORT
for the six-month period ended 2 April 2017


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.

                                                                               Segment revenue                 
                                                                                         Reviewed                  
                                                                       Reviewed         Six-month        Audited   
                                                                      Six-month      period ended     year ended   
                                                                   period ended          27 March   25 September   
                                                                        2 April              2016           2016   
                                                                           2017          restated       restated   
                                                                          R'000             R'000          R'000   
Regional                                                                                                           
Fresh products sales                                                    688 546           538 941      1 175 282   
Long life products sales                                              1 065 693           948 874      1 856 695   
                                                                      1 754 239         1 487 815      3 031 977   
International                                                                                                      
Long life products sales                                                396 498           500 257      1 113 925   
Total                                                                 2 150 737         1 988 072      4 145 902   
                                                                                   Segment profit                  
Regional                                                                161 779           118 369        311 440   
International                                                            49 930            69 999        190 090   
Total                                                                   211 709           188 368        501 530   
Acquisition costs                                                       (4 007)           (2 432)        (3 202)   
Interest received                                                            22                 -             13   
Interest paid                                                          (34 462)          (37 984)       (89 066)   
Profit before taxation                                                  173 262           147 952        409 275   


Segment revenue reported above represents revenue generated from external customers. Inter-company sales
amounted to R285.290 million (six months ended 27 March 2016: R366.496 million, year ended 25 September
2016 R561.168 million).

The accounting policies of the reportable segments are the same as the Group's accounting policies described in
note 1 to the condensed consolidated interim financial statements. Segment profit represents the profit before
tax earned by each segment without allocation of acquisition costs, interest received and interest paid. 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 goodwill) are detailed below. The chief
operating decision maker does not evaluate any of the Group's other assets or liabilities on a segmental basis for
decision making purposes.

                                                                               Non-current assets                 
                                                                    Reviewed             Reviewed                  
                                                                   Six-month            Six-month        Audited   
                                                                period ended         period ended     year ended   
                                                                     2 April             27 March   25 September   
                                                                        2017                 2016           2016   
                                                                       R'000                R'000          R'000   
Republic of South Africa                                           1 332 852              930 564        973 684   
Kingdom of Swaziland                                                 131 030              107 415        119 468   
                                                                   1 463 882            1 037 979      1 093 152   

Information regarding major customers

Two customers (six months ended 27 March 2016: three, year ended 25 September 2016: two) individually
contributed 10% or more of the Group's revenue arising from both regional and international sources.

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
for the six months ended 2 April 2017

1.   BASIS OF PREPARATION
     Rhodes Food Group Holdings Limited is a company domiciled in the Republic of South Africa. These
     condensed consolidated financial statements ("interim financial statements") as at and for the six-month
     period ended 2 April 2017 comprise the company and its subsidiaries (together referred to as the "Group").

     The interim financial statements are prepared in accordance with the International Financial Reporting
     Standard, (IAS) 34 Interim Financial Reporting, the SAICA Financial Reporting Guides as issued by the
     Accounting Practices Committee, the Financial Pronouncements as issued by the Financial Reporting
     Standards Council, the requirements of the Companies Act of South Africa and the JSE Listings Requirements.

     The accounting policies and methods of computation applied in the preparation of the interim financial
     statements are consistent with those applied in the audited consolidated financial statements for the
     year ended 25 September 2016, apart from the change in accounting policy due to the application of the
     mandatory amendments to IAS 41: Agriculture. The detail of the nature and effect of the change is disclosed
     in note 12.

     The accounting policies adopted and methods of computation are in accordance with IFRS.

     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 April 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-month period ended 2 April 2017, 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 2 April 2017, the Group acquired assets with a value of R233.258 million
     (restated six months ended 27 March 2016: R108.708 million, restated year ended 25 September 2016:
     R238.051 million). The Group received a government grant for capital expenditure of R2.742 million (six
     months ended 27 March 2016: Rnil, year ended 25 September 2016: R27.262 million) which was offset
     against the cost incurred.

     During the six-month period ended 2 April 2017 assets with a fair value of R107.419 million were acquired
     through the acquisitions of Pakco Proprietary Limited and Ma Baker Group of Companies as per note 11, (six
     months ended 27 March 2016 and year ended 25 September 2016: assets with a fair value of R79.253 million
     were acquired through the acquisition of the sale assets of Deemster Proprietary Limited, business assets of
     the Foodservice Operations of General Mills Proprietary Limited and business assets and liabilities of Alibaba
     Foods Holdings Proprietary Limited).

     During the six-month period ended 2 April 2017 assets with a carrying amount of R0.213 million were
     disposed of (six months ended 27 March 2016: R4.268 million, year ended 25 September 2016:
     9.661 million). This disposal resulted in a profit of R0.056 million (six months ended 27 March 2016:
     R0.472 million loss, year ended 25 September 2016: R2.958 million loss), which was recognised as part
     of "other income" and "operating costs" respectively in the condensed consolidated statement of profit and
     loss and other comprehensive income.

     During the six-month period ended 2 April 2017 assets with a carrying amount of R3.396 million (six months
     ended 27 March 2016: Rnil, 25 September 2016: R0.254 million) were impaired. This impairment resulted
     in a loss of R3.396 million (six months ended 27 March 2016: Rnil, 25 September 2016: R0.254 million),
     which was recognised as part of "operating costs" in the consolidated statement of profit or loss and other
     comprehensive income.

     During the six-month period ended 2 April 2017, the Group contracted R366.717 million (six months
     ended 27 March 2016: R93.609 million, year ended 25 September 2016: R170.626 million) for future
     capital commitments.

     Refer to note 12 for detail regarding the impact of the application of the amendments to IAS 41: Agriculture,
     which resulted in bearer plants being recognised as property, plant and equipment. There has been no other
     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 as disclosed in the audited consolidated financial
     statements for the year ended 25 September 2016.

5.   INVENTORY
     A provision of R6.066 million for the six months ended 2 April 2017 (six months ended 27 March 2016:
     R9.160 million, year ended 25 September 2016: R6.066 million) was raised in order to recognise inventory
     at the lower of cost or net realisable value.

                                                                       Reviewed       Reviewed                 
                                                                      Six-month      Six-month       Audited   
                                                                   period ended   period ended    year ended   
                                                                        2 April       27 march   5 September   
                                                                           2017           2016          2016   
                                                                                      restated      restated   
                                                                          R'000          R'000         R'000   
6.   BIOLOGICAL ASSETS                                                                                         
     Livestock                                                            8 963          8 546         8 702   
     Growing crops                                                       18 742         11 600        16 037   
                                                                         27 705         20 146        24 739   


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 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 and cost of harvesting of which the unobservable inputs consist of
estimated volumes (tonnes delivered nine months subsequent to the six months ended 2 April 2017: 17 154,
six months ended 27 March 2016: 13 875, year ended 25 September 2016: 14 734) and estimated pricing
(per ton delivered: six months ended 2 April 2017: R1 491, six months ended 27 March 2016: R1 277, year
ended 25 September 2016: R1 491) of pineapples harvested.

                                                                           Reviewed       Reviewed                  
                                                                          Six-month      Six-month        Audited   
                                                                       period ended   period ended     year ended   
                                                                            2 April       27 March   25 September   
                                                                               2017           2016           2016   
                                                                                          restated       restated   
                                                                              R'000          R'000          R'000   
     BIOLOGICAL ASSETS                                                                                     
     Carrying value at the beginning of the period                           24 739         22 648         22 648   
     Value of crops harvested                                               (7 953)        (6 893)        (6 893)   
     Gain included in profit or loss                                         10 919          4 391          8 984   
     Carrying value at the end of the period                                 27 705         20 146         24 739   


Refer to note 12 for detail regarding the impact of the application of the amendment to IAS 41: Agriculture.

7.   FINANCIAL INSTRUMENTS HELD AT FAIR VALUE THROUGH PROFIT OR LOSS
     7.1   Foreign exchange contracts                                                  
           Contract asset/(liability)                                         8 021       (10 012)         21 925

     7.2   Valuation of financial instruments held at fair value through profit or loss
           Financial instruments                       Level         Valuation technique
           Foreign exchange contracts                  Level 2       Mark to market rates by issuer of instrument

8.   ISSUE OF ORDINARY SHARE CAPITAL
     On 29 November 2016 the company raised net proceeds of R648.170 million through the private placement
     of 25 million ordinary shares. A further 7.762 million shares where issued on 22 March 2017 in order to
     settle the full purchase price of R197 million for the acquisition of Pakco Proprietary Limited.

                                                                                          Reviewed                  
                                                                           Reviewed      Six-month        Audited   
                                                                          Six-month   period ended     year ended   
                                                                       period ended       27 March   25 September   
                                                                            2 April           2016           2016   
                                                                               2017       restated       restated   
                                                                              R'000          R'000          R'000   
9.   EARNINGS PER SHARE                                                                                             
     9.1 Headline earnings per share                                                                                
     Reconciliation between profit attributable                                                                     
     to owners of the company and
     headline earnings:                                                            
     Profit attributable to owners of the company                           123 931        108 731        290 749   
     Adjustments to profit attributable to
     owners of the company                                                    2 405            340          2 313   
     (Profit)/loss on disposal of property, plant                                                                   
     and equipment                                                             (56)            472          2 958   
     Impairment of property, plant
     and equipment                                                            3 396              -            254   
     Taxation effect                                                          (935)          (132)          (899)   
     Headline earnings                                                      126 336        109 071        293 062   
      
     Headline earnings per share               (cents)                         53.4           49.6          133.3   
     9.2 Diluted headline earnings per share                                                                        
         Diluted headline earnings per share   (cents)                         51.4           47.6          128.0   
     9.3 Weighted average number of shares in issue                                                                 
     Ordinary shares in issue at beginning of the period                221 000 000    221 000 000    221 000 000   
     Weighted number of shares issued during the period                  16 853 874              -              -   
     Treasury shares                                                    (1 125 000)      (937 500)    (1 125 000)   
     Weighted average number of shares                                                                              
     in issue                                                           236 728 874    220 062 500    219 875 000   
     Effect of convertible preference shares                              9 000 000      9 000 000      9 000 000   
     Effect of share options                                                175 828         14 534         92 414   
     Weighted average number of dilutive                                                                            
     shares in issue                                                    245 904 702    229 077 034    228 967 414   


10.   CONTINGENT LIABILITIES
      The Group has entered into guarantees, the outcome of which has not been determined. The guarantees from
      import and operation activities for the six-month period ended 2 April 2017 is R5.070 million (six months
      ended 27 March 2016: R4.465 million, year ended 25 September 2016: R5.872 million). There were no
      other changes in the contingent liabilities from the prior period as disclosed in the audited consolidated
      financial statements for the year ended 25 September 2016.

11.   ACQUISITION OF SUBSIDIARIES
      11.1 Pakco Proprietary Limited
           On 22 March 2017 the Group acquired 100% of the issued share capital of Pakco (Pty) Ltd ("Pakco"),
           equating to 100% of the voting equity interests. Pakco manufactures, markets and distributes dry
           packed, bottled and canned foods under its own brands and private label. 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 canning operations and expanding into new categories, thereby strengthening the
           Group's product basket to customers.

           No revenue and profit or loss for the period attributable to the additional business generated by Pakco
           is included in the condensed consolidated statement of profit or loss and other comprehensive income.
           At the reporting date 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.

                                                                                                           Reviewed   
                                                                                                           22 March   
                                                                                                               2017   
                                                                                                              R'000   
           Assets and liabilities acquired                                                                            
           Property, plant and equipment                                                                     49 000   
           Intangible assets                                                                                 28 031   
           Inventory                                                                                         38 169   
           Accounts receivable                                                                               38 717   
           Bank balances and cash on hand                                                                     8 614   
           Deferred taxation liability                                                                      (5 453)   
           Accounts payable and provisions                                                                 (47 627)   
           Employee benefit accrual                                                                         (4 712)   
           Fair value of assets and liabilities acquired                                                    104 739   
           Purchase price - settled through issue of ordinary shares                                        197 000   
           Goodwill                                                                                        (92 261)   

           The initial accounting for the acquisition of Pakco has only been provisionally determined at the end
           of the reporting period. At the date of finalisation of these interim financial statements, the necessary
           valuations and other calculations had not been finalised and they have therefore only been provisionally
           determined based on the directors' best estimate of the likely fair values.

      11.2 Ma Baker Group of companies
           On 31 March 2017 the Group acquired 100% of the issued share capital of Ma Baker Express (Pty)
           Ltd, Ma Baker Foods (Pty) Ltd, Ma Baker Properties (Pinetown) (Pty) Ltd, Ma Baker Properties
           (Pietermaritzburg) (Pty) Ltd and Ma Baker Pies (Pty) Ltd (collectively the "Ma Baker Group of
           Companies"), equating to 100% of the voting equity interests. Ma Baker Group of Companies operates
           manufacturing plants in Pinetown and Pietermaritzburg where it manufactures and distribute pie- and
           pastry-based products under the Ma Baker brand. 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 pies and pastries operations and thereby strengthening the Group's position in those
           categories, particularly in the convenience channel.

           No revenue and profit or loss for the period, attributable to the additional business generated by the
           Ma Baker Group of Companies, is included in the condensed consolidated statement of profit or loss
           and other comprehensive income. At the reporting date 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.
           
                                                                                                           Reviewed   
                                                                                                           31 March   
                                                                                                               2017   
                                                                                                              R'000   
           Assets and liabilities acquired                                                                            
           Property, plant and equipment                                                                     58 419   
           Intangible assets                                                                                 56 264   
           Inventory                                                                                         18 566   
           Accounts receivable                                                                               28 018   
           Bank balances and cash on hand                                                                     3 544   
           Deferred taxation liability                                                                     (18 489)   
           Accounts payable and provisions                                                                 (25 491)   
           Employee benefit accrual                                                                         (2 348)   
           Current portion of long-term loans                                                              (14 789)   
           Taxation payable                                                                                   (175)   
           Fair value of assets and liabilities acquired                                                    103 519   
           Purchase price - settled in cash                                                                 192 635   
           Goodwill                                                                                        (89 116)   

The initial accounting for the acquisition of the Ma Baker Group of Companies has only been
provisionally determined at the end of the reporting period. At the date of finalisation of these interim
financial statements, the necessary valuations and other calculations had not been finalised and they
have therefore only been provisionally determined based on the directors' best estimate of the likely
fair values.

12.   CHANGE IN ACCOUNTING POLICY
      The Group has applied the mandatory amendments to IAS  41:  Agriculture (effective for annual periods
      beginning on or after 1 January 2016) in the current financial year. Previously bearer plants were recognised
      as biological assets where they were measured at fair value. Due to the amendment per IAS 41: Agriculture
      bearer plants were retrospectively reclassified to Property, Plant and Equipment under IAS 16 Property, plant
      and equipment under the cost model.

                                                                                              Change in               
                                                                                Previously   accounting               
                                                                                  reported       policy    Restated   
                                                                                     R'000        R'000       R'000   
Year ended 27 September 2015 - audited                                                                                
Statement of financial position                                                                                       
Non-current assets                                                                 816 213            -     816 213   
Property, plant and equipment                                                      785 462        8 103     793 565   
Biological assets                                                                   30 751      (8 103)      22 648   
Year ended 25 September 2016 - audited                                                                                
Statement of financial position                                                                                       
Non-current assets                                                               1 006 715        4 850   1 011 565   
Property, plant and equipment                                                      974 642       12 184     986 826   
Biological assets                                                                   32 073      (7 334)      24 739   
Capital and reserves                                                               530 404        3 516     533 920   
Accumulated profit attributable to owners of
the company                                                                        521 597        3 351     524 948   
Non-controlling interest                                                             8 807          165       8 972   
Non-current liabilities                                                             83 751        1 334      85 085   
Deferred taxation liability                                                         83 751        1 334      85 085   


                                                                                              Change in               
                                                                                Previously   accounting               
                                                                                  reported       policy    Restated   
                                                                                     R'000        R'000       R'000   
Statement of profit or loss and other
comprehensive income                                                        
Other income                                                                        36 451          770      37 221   
Operating costs                                                                  (756 345)        4 080   (752 265)   
Profit before taxation                                                             404 425        4 850     409 275   
Taxation                                                                         (114 590)      (1 334)   (115 924)   
Profit for the year                                                                289 835        3 516     293 351   
Profit after taxation attributable to owners of                                                                       
the company                                                                        287 398        3 351     290 749   
Profit after taxation attributable to                                                                                 
non-controlling interest                                                             2 437          165       2 602   
Earnings per share (cents)                                                           130.6          1.5       132.1   
Diluted earnings per share (cents)                                                   125.5          1.5       127.0   
Headline earnings per share (cents)                                                  131.8          1.5       133.3   
Diluted headline earnings per share (cents)                                          126.5          1.5       128.0   
Statement of cash flows                                                                                               
Net cash inflow from operating activities                                          140 253        9 498     149 751   
Cash flows from investing activities                                             (228 553)      (9 498)   (238 051)   
Purchase of property, plant and equipment                                        (228 553)      (9 498)   (238 051)   
Six-month ended 27 March 2016 - reviewed                                                                              
Statement of financial position                                                                                       
Non-current assets                                                                 956 223      (1 575)     954 648   
Property, plant and equipment                                                      925 447        9 055     934 502   
Biological assets                                                                   30 776     (10 630)      20 146   
Capital and reserves                                                               350 790      (1 142)     349 648   
Accumulated profit attributable to owners of
the company                                                                        344 361      (1 088)     343 273   
Non-controlling interest                                                             6 429         (54)       6 375   
Non-current liabilities                                                             67 818        (433)      67 385   
Deferred taxation liability                                                         67 818        (433)      67 385   


                                                              
                                                                                              Change in               
                                                                                Previously   accounting               
                                                                                  reported       policy    Restated   
                                                                                     R'000        R'000       R'000   
Statement of profit or loss and other
comprehensive income                                                        
Operating costs                                                                  (386 721)      (1 575)   (388 296)   
Profit before taxation                                                             149 527      (1 575)     147 952   
Taxation                                                                          (39 649)          433    (39 216)   
Profit for the period                                                              109 878      (1 142)     108 736   
Profit after taxation attributable to owners of                                                                       
the company                                                                        109 819      (1 088)     108 731   
Profit after taxation attributable to
non-controlling interest                                                                59         (54)           5   
Earnings per share (cents)                                                            49.9        (0.5)        49.4   
Diluted earnings per share (cents)                                                    47.9        (0.5)        47.4   
Headline earnings per share (cents)                                                   50.1        (0.5)        49.6   
Diluted headline earnings per share (cents)                                           48.1        (0.5)        47.6   
Statement of cash flows                                                                                               
Net cash inflow from operating activities                                           62 949        4 652      67 601   
Cash flows form investing activities                                             (104 056)      (4 652)   (108 708)   
Purchase of property, plant and equipment                                        (104 056)      (4 652)   (108 708)   


13.   RELATED PARTY TRANSACTIONS
      During the six-month period ended 2 April 2017, the Group generated sales from Peaty Mills Plc
      for R76.300 million (six months ended 27 March 2016: R108.408 million, 25 September 2016:
      R286.020 million). Included in trade receivable are amounts due from Peaty Mills for R28.718 million (six
      months ended 27 March 2016: R33.555 million, 25 September 2016: R52.638 million). There were no
      other significant related party transactions during the period under review.

14.   DIVIDEND
      On 16 January 2017, a dividend of 42.2 cents per share, total dividend R107.610 million (25 January 2016,
      a dividend of 24.8 cents per share, total dividend R57.040 million) was paid.

15.   SIX-MONTH PERIOD END
      The Group's financial year ends in September which reflects 52 weeks of trading. The 2017 financial year,
      however, includes a 53rd week of trading. Therefore the Group's interim financial period ended in March,
      reflects 27 weeks of trading (2016: 26 weeks) and as a result the reporting date differs year-on-year.
      References to an interim financial period are to the 27/26 weeks ended on or about 31 March. As a result
      the interim financial statements were prepared for the 27 week period ended 2 April 2017 (26 week period
      ended 27 March 2016).

16.   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 (http://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.
 
CORPORATE INFORMATION

Registered address                   Pniel Road, Groot Drakenstein, 7680
                                     Private Bag X3040, Paarl, 7620
                                      
Directors                            Dr YG Muthien* (Chairperson)
                                     MR Bower*
                                     BAS Henderson (Chief Executive Officer)
                                     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
                                                                           
Auditors                             Deloitte & Touche

Bruce Henderson                     
Chief Executive Officer 

Tiaan Schoombie
Chief Financial Officer  
          
Groot Drakenstein
23 May 2017

Sponsor                              Rand Merchant Bank, a division of FirstRand Bank Limited



Date: 23/05/2017 07:05:00 
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