SENS Headlines
Preliminary audited summarised consolidated results and cash dividend declaration for the year ended 1 October 2017

RHODES FOOD GROUP HOLDINGS LIMITED
(Incorporated in the Republic of South Africa)
Registration number: 2012/074392/06
JSE share code: RFG
ISIN: ZAE000191979

PRELIMINARY AUDITED SUMMARISED CONSOLIDATED RESULTS AND CASH DIVIDEND DECLARATION
FOR THE YEAR ENDED 1 OCTOBER 2017

KEY FEATURES

GROUP TURNOVER
UP 10.8%
TO R4.6 BILLION

REGIONAL TURNOVER
UP 21.4%

INTERNATIONAL TURNOVER
DOWN 18.1%

HEADLINE EARNINGS
19.1% LOWER
AT R237 MILLION

DILUTED HEPS*
27% DOWN
AT 93.4 CENTS

DIVIDEND
OF 31.1cps

Pakco and Ma Baker acquisitions
successfully integrated

* Impacted by increase in weighted average number of shares

COMMENTARY

PROFILE

Rhodes Food 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 major global markets. The growing portfolio of market leading brands, which includes Rhodes, Bull Brand, Magpie,
Squish, Bisto, Hinds and Pakco, is complemented by private label product ranges packed for major South African and international retailers.

TRADING AND FINANCIAL PERFORMANCE

Group turnover increased by 10.8% to R4.6 billion with strong growth in the regional segment (South Africa and sub-Saharan Africa) and lower
international revenue. The regional segment accounted for 80% (2016: 73%) of group revenue.

Regional turnover increased by 21.4%, with organic growth of 12.7%. The group's two largest acquisitions to date, namely Pakco and Ma Baker,
have been consolidated for six months in the year and contributed combined turnover of R230 million.

- Fresh Foods sales increased by 30.1% (16.0% organic growth) with continued excellent growth in the pie category across all sales channels
  and good growth in ready meals.
- Long Life Foods increased turnover by 15.9% (10.6% organic growth) with volume growth and market share gains in key product categories.
  
Sales in sub-Saharan Africa (excluding South Africa) increased by 46.8%, driven by robust customer demand for canned meat and fruit juice.

International turnover declined by 18.1% owing to the combined impact of the strengthening Rand in comparison to the prior year, significantly
reduced global demand for industrial pulp and puree products, foreign pricing pressure and increasing costs on canned fruit as a result of the
drought in the Western Cape.

The group's gross profit margin was lower at 27.0% (2016: 29.3%) due mainly to the currency impact and slower sales in the International
division, although the margin in the regional segment strengthened for the year.

Operating costs, excluding the impact of the two acquisitions, grew by 10.5%. Expense growth reflects the higher depreciation charge from the
increased level of capital expenditure in the past two years. Total operating costs increased by 17.8%.

The group operating margin declined from 12.0% to 8.9%. The regional operating margin improved in the second half of the year relative to
the first half but was lower for the full year at 9.6% (2016: 10.3%) owing to the tough consumer environment, particularly in the lower income
consumer market, and dilution from the recent acquisitions. The strengthening currency, lower pricing, reduced volumes and increased product
costs contributed to the international margin declining to 6.3% (2016: 17.1%), with the canned fruit margin being maintained close to the group
margin and industrial products reporting a loss for the year.

The gains in the regional segment were offset by the reduction in international profitability which resulted in group profit after tax declining by 20%
to R234.8 million. Headline earnings were 19.1% lower at R237.0 million. Diluted headline earnings per share (HEPS) decreased by 27.0% to
93.4 cents, in line with the trading statement issued on 30 October 2017. The weighted average number of dilutive shares in issue has increased
by 24.7 million or 10.8% over the prior year, mainly due to the issue of shares for the capital raise undertaken in November 2016 (refer below) and
the acquisition of Pakco effective March 2017.

A cash dividend of 31.1 cents per share has been declared, based on the group's dividend cover policy of three times diluted HEPS.

Net working capital, excluding the take-on balances of Ma Baker and Pakco, increased by R214.0 million owing primarily to the 14.8% increase in
inventory arising from higher regional sales activity, increased prices and the slower than expected export sales.

The group generated strong cash flows of R347.1 million which were R44.9 million higher than the previous year. The group raised net 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. The group's net debt to equity ratio improved to 48.0%
(2016: 81.9%). The net overdraft at year-end reduced to R153.8 million (2016: R189.6 million).

Capital investment was increased to R487 million (2016: R238 million). Projects undertaken during the year included the completion of the meat
production plant upgrade, increasing production capacity at the fruit juice, fruit products, vegetable and pie facilities, the completion of the flexible
packaging and baby foods factory at Groot Drakenstein, and production capacity expansion and efficiency improvement projects at Pakco and
Ma Baker.

OUTLOOK

The focus in the regional segment in the year ahead will be to drive organic growth, maximise benefits from the recent acquisitions, grow brand
shares and capitalise on the current sales momentum in sub-Saharan Africa.

While the regional margin will remain under pressure in the short term due to the current constrained consumer environment, it is expected to
show sustained improvement in the medium term as the margins of the recently acquired businesses improve.

Following the completion of the Pakco and Ma Baker integration programmes, the focus in the year ahead will be on brand architecture, product
upgrades and improved distribution. Both businesses are expected to be earnings accretive in the 2018 financial year. 

While the outlook for the international canned fruit market is positive, the continued drought in the Western Cape is expected to adversely impact
input costs owing to poorer quality fruit, which will give rise to lower yields and higher labour costs.

The market for industrial fruit products (fruit pulps and juice concentrates) remains weak, but fruit raw material prices are expected to decline.
Currently approximately 20% of industrial products are used internally and the balance is exported or sold regionally. Management plans to
increase the internal usage of these products to around 50% in the short term and up to 70% in the medium term, primarily in the fruit juice
operation. This will result in reduced international revenue but increased regional revenue and margin.

Capital investment of R350 million is planned for the new year with the major projects including the consolidation of certain production facilities
acquired through recent acquisitions, capacity expansion at the pie and bakery facilities, and the installation of a clear juice concentrate plant at
the Groot Drakenstein production hub to further vertically integrate the fruit juice operation.

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

DECLARATION OF ORDINARY DIVIDEND

The board of directors has declared a gross dividend of 31.1 cents per share in respect of the year ended 1 October 2017 for holders of
ordinary shares.

The dividend has been declared out of income reserves. A dividend withholding tax of 20% will be applicable to all shareholders who are not
exempt, resulting in a net dividend to these shareholders of 24.88 cents.

Shareholders are advised of the following salient dates in respect of the dividend declaration:

Last day to trade to receive a dividend        Tuesday, 9 January 2018
Shares commence trading "ex"                Wednesday, 10 January 2018
the dividend
Record date                                    Friday, 12 January 2018
Dividend payment to shareholders               Monday, 15 January 2018

The number of ordinary shares in issue at the date of declaration is 253 762 018.

The company's tax reference number is 9348/292/17/9.

Share certificates may not be dematerialised or rematerialised between Wednesday 10, January 2018 and Friday, 12 January 2018, both
days included.

SUMMARISED CONSOLIDATED STATEMENT OF FINANCIAL POSITION
as at 1 October 2017
                                                                                                     Restated*       Restated*
                                                                                        Audited        Audited         Audited
                                                                                           2017           2016            2015
                                                                           Notes          R'000          R'000           R'000
ASSETS                                                                                                             
Non-current assets                                                                    2 145 186      1 364 722       1 153 769
Property, plant and equipment                                                  2      1 460 493        986 826         793 565
Intangible assets                                                                       207 282         81 587          79 908
Goodwill                                                                                457 183        287 607         271 775
Deferred taxation asset                                                                   9 294              -               -
Biological assets                                                                        10 664          8 702           8 521
Loan receivable                                                                             270              -               -
Current assets                                                                        1 964 903      1 744 857       1 324 194
Inventory                                                                      3      1 144 080        947 488         694 604
Accounts receivable                                                                     767 679        749 378         604 078
Biological assets                                                                        10 553         16 037          14 127
Loans receivable                                                                          6 170          3 000           2 758
Foreign exchange contract asset                                                               -         21 925               -
Taxation receivable                                                                      32 193              -               -
Bank balances and cash on hand                                                            4 228          7 029           8 627
Total assets                                                                          4 110 089      3 109 579       2 477 963
EQUITY AND LIABILITIES                                                                                                         
Capital and reserves                                                                  2 235 865      1 256 898       1 018 157
Share capital                                                                  4      1 565 509        720 205         720 205
Equity-settled employee benefits                                                          8 779          2 773               -
Accumulated profit                                                                      652 326        524 948         291 582
Equity attributable to owners of the company                                          2 226 614      1 247 926       1 011 787
Non-controlling interest                                                                  9 251          8 972           6 370
Non-current liabilities                                                                 877 883        786 544         692 533
Long-term loans                                                                         700 407        687 231         621 773
Deferred taxation liability                                                             161 711         85 085          60 993
Employee benefit liability                                                               15 765         14 228           9 767
Current liabilities                                                                     996 341      1 066 137         767 273
Accounts payable and accruals                                                           534 590        531 596         430 352
Employee benefits accrual                                                                75 324        126 008         114 927
Current portion of long-term loans                                                      218 831        152 963         109 775
Taxation payable                                                                          2 732         58 918          29 820
Bank overdraft                                                                          158 077        196 652          72 448
Foreign exchange contract liability                                                       6 787              -           9 951
Total equity and liabilities                                                          4 110 089      3 109 579       2 477 963

*Refer to note 8.

SUMMARISED CONSOLIDATED STATEMENT OF PROFIT OR LOSS AND OTHER COMPREHENSIVE INCOME
for the year ended 1 October 2017
                                                                                                                     Restated*
                                                                                                         Audited       Audited
                                                                                                            2017          2016
                                                                                                           R'000         R'000
Revenue                                                                                                4 593 317     4 145 902
Cost of goods sold                                                                                   (3 355 146)   (2 932 530)
Gross profit                                                                                           1 238 171     1 213 372
Other income                                                                                              54 480        37 221
Operating costs                                                                                        (885 844)     (752 265)
Profit before interest and taxation                                                                      406 807       498 328
Interest paid                                                                                           (84 836)      (89 066)
Interest received                                                                                            386            13
Profit before taxation                                                                                   322 357       409 275
Taxation                                                                                                (87 566)     (115 924)
Profit for the year                                                                                      234 791       293 351
Profit attributable to:                                                                                                       
Owners of the company                                                                                    234 512       290 749
Non-controlling interest                                                                                     279         2 602
                                                                                                         234 791       293 351
Other comprehensive income                                                                                                    
Items that will not be reclassified subsequently to profit or loss                                             1         (622)
Remeasurement of employee benefit liability                                                                    2         (857)
Deferred taxation effect                                                                                     (1)           235

Total comprehensive income for the year                                                                  234 792       292 729
Total comprehensive income attributable to:                                                                                   
Owners of the company                                                                                    234 513       290 127
Non-controlling interest                                                                                     279         2 602
                                                                                                         234 792       292 729
Earnings per share (cents)                                                                                  95.9         132.1
Diluted earnings per share (cents)                                                                          92.4         127.0

*Refer to note 8.

SUMMARISED CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
for the year ended 1 October 2017
                                                                  Equity-settled                                            
                                                           Share        employee     Accumulated   Non-controlling           
                                                         capital        benefits          profit          interest       Total
                                               Note        R'000           R'000           R'000             R'000       R'000
Balance at 27 September 2015                             720 205               -         291 582             6 370   1 018 157
Total comprehensive income for the
year (restated)*                                               -               -         290 127             2 602     292 729
Recognition of share-based payments                            -           2 773               -                 -       2 773
Treasury shares dividend received                              -               -             279                 -         279
Dividend paid                                                  -               -        (57 040)                 -    (57 040)
Balance at 25 September 2016 (restated)*                 720 205           2 773         524 948             8 972   1 256 898
Issue of ordinary share capital                   4      845 304               -               -                 -     845 304
Total comprehensive income for the year                        -               -         234 513               279     234 792
Recognition of share-based payments                            -           6 006               -                 -       6 006
Treasury shares dividend received                              -               -             475                 -         475
Dividend paid                                                  -               -       (107 610)                 -   (107 610)
Balance at 1 October                                   1 565 509           8 779         652 326             9 251   2 235 865

*Refer to note 8.

SUMMARISED CONSOLIDATED STATEMENT OF CASH FLOWS
for the year ended 1 October 2017
                                                                                                                     Restated*
                                                                                                         Audited       Audited
                                                                                                            2017          2016
                                                                                              Note         R'000         R'000
Cash flows from operating activities                                                                                           
Cash receipts from customers                                                                           5 263 596     4 849 840
Cash paid to suppliers and employees                                                                 (4 916 482)   (4 547 577)
Cash generated from operations                                                                           347 114       302 263
Net interest paid                                                                                       (86 150)      (88 613)
Taxation paid                                                                                          (139 023)      (63 899)
Net cash inflow from operating activities                                                                121 941       149 751
Cash flows from investing activities                                                                                         
Purchase of property, plant and equipment                                                              (486 946)     (238 051)
Proceeds on disposal of property, plant and equipment                                                      1 478         6 703
Acquisition of subsidiary and businesses less net cash acquired                                  7     (207 297)     (123 110)
Loans receivable advanced                                                                                (3 732)         (300)
Loans receivable repaid                                                                                    1 471            58
Dividends paid                                                                                         (107 610)      (57 040)
Treasury shares dividend received                                                                            475           279
Net cash outflow from investing activities                                                             (802 161)     (411 461)
Cash flows from financing activities                                                                                          
Issue of ordinary share capital                                                                          648 304             -
Loans raised                                                                                             621 000       219 570
Loans repaid                                                                                           (556 742)     (110 924)
Government grant received                                                                                  3 432        27 262
Net cash inflow from financing activities                                                                715 994       135 908
Net increase/(decrease) in cash and cash equivalents                                                      35 774     (125 802)
Cash and cash equivalents at beginning of the year                                                     (189 623)      (63 821)
Cash and cash equivalents at end of the year                                                           (153 849)     (189 623)

*Refer to note 8.

SUMMARISED CONSOLIDATED SEGMENTAL REPORT
for the year ended 1 October 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
                                                                                                                     Restated*
                                                                                                       Audited         Audited
                                                                                                          2017            2016
                                                                                                         R'000           R'000

Regional                                                                                                                      
Fresh products sales                                                                                 1 529 291       1 175 282
Long life products sales                                                                             2 151 307       1 856 695
                                                                                                     3 680 598       3 031 977
International                                                                                                                 
Long life products sales                                                                               912 719       1 113 925
Total                                                                                                4 593 317       4 145 902
                                                                                                           Segment profit
Regional                                                                                               358 254         311 440
International                                                                                           57 553         190 090
Total                                                                                                  415 807         501 530
Impairment loss                                                                                        (3 321)               -
Acquisition costs                                                                                      (5 679)         (3 202)
Interest received                                                                                          386              13
Interest paid                                                                                         (84 836)        (89 066)
Profit before taxation                                                                                 322 357         409 275

Segment revenue reported above represents revenue generated from external customers. Intercompany sales amounted to R541.821 million
(2016: R561.168 million).

Included in the regional and international operating profit is depreciation of R92.435 million (2016: R64.137 million) and R18.113 million (2016:
R22.729 million) respectively and amortisation of R5.791 million (2016: R2.688 million) and R0.748 million (2016: R0.633 million) respectively.

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 impairment losses, 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 and deferred taxation asset) and revenue 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.

                                                                                                        Non-current assets
                                                                                                                     Restated*
                                                                                                      Audited          Audited
                                                                                                         2017             2016
                                                                                                        R'000            R'000

Republic of South Africa                                                                            1 558 125          973 684
Kingdom of Swaziland                                                                                  129 878          103 431
                                                                                                    1 688 003        1 077 115

                                                                                                              Revenue
                                                                                                      Audited          Audited
                                                                                                         2017             2016
                                                                                                        R'000            R'000

Republic of South Africa                                                                            4 472 594        3 935 282
Kingdom of Swaziland                                                                                  120 723          210 620
                                                                                                    4 593 317        4 145 902

INFORMATION REGARDING MAJOR CUSTOMERS

Two customers (2016: two) individually contributed 10% or more of the Group's revenues arising from both regional and international sources.

*Refer to note 8.

NOTES TO THE SUMMARISED CONSOLIDATED FINANCIAL STATEMENTS
for the year ended 1 October 2017

1.  BASIS OF PREPARATION

    Rhodes Food Group Holdings Limited is a company domiciled in the Republic of South Africa. These audited summarised consolidated
    financial statements ("preliminary financial statements") as at and for the financial year ended 1 October 2017 comprise the company and
    its subsidiaries (together referred to as the "Group"). The main business of the Group is the manufacturing and marketing of convenience
    meal solutions. These include fresh and frozen ready meals, pastry-based products, canned jams, canned fruits, canned and bottled salads
    and vegetables, canned meat, fruit purees and concentrates, juice and juice products, dairy products and dry packed foods. There were no
    major changes in the nature of the business for the Group during the periods ended September 2017 and 2016.

    The preliminary financial statements are an extract from the audited consolidated financial statements for the year ended 1 October 2017,
    and have been prepared in accordance with the framework concepts, the measurement and recognition requirements of International
    Financial Reporting Standards ("IFRS") and 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 Limited Listings Requirements. The preliminary financial statements contain, as a minimum, the information required by
    IAS 34: Interim Financial Reporting.

    The accounting policies and methods of computation applied in the presentation of the preliminary financial statements are consistent with
    those applied in the audited consolidated annual financial statements for the year ended 25 September 2016, except for the mandatory
    amendments to IAS 41: Agriculture. Therefor the prior years financial results have been restated for the effect of this amendment.

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

2.  PROPERTY, PLANT AND EQUIPMENT

    During the year ended the following transactions accounted for the movement in the property, plant and equipment balance:
    
                               Opening      Acquisition of                     Government                              Closing
                               balance        subsidiaries   Additions     grant received   Disposals   Impairment     balance
    COST                         R'000               R'000       R'000              R'000       R'000        R'000       R'000
    2017                     1 197 797             105 644     486 946            (3 432)    (17 788)      (3 872)   1 765 295
    2016 - Restated            938 330              79 253     238 051           (27 262)    (29 446)      (1 129)   1 197 797
    
                                                               Opening                                                 Closing
                                                               balance     Depreciation     Disposals   Impairment     balance
    ACCUMULATED DEPRECIATION                                     R'000            R'000         R'000        R'000       R'000
    2017                                                       210 971          110 548      (16 166)        (551)     304 802
    2016 - Restated                                            144 765           86 866      (19 785)        (875)     210 971
    
                                                               Opening                                                 Closing
                                                               balance                                                 balance
    NET ASSET VALUE                                              R'000                                                   R'000
    2017                                                       986 826                                               1 460 493
    2016 - Restated                                            793 565                                                 986 826
    
    The disposal and impairment of property, plant and equipment resulted in a loss of R0.144 million (2016: R2.958 million) and R3.321 million
    (2016: R0.254 million) respectively which were recognised as part of 'operating costs' in the consolidated statement of profit or loss and
    other comprehensive income.
    
    During the year, the Group contracted R264.664 million (2016: R170.626 million) 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.

3.  INVENTORY

    The value of the inventory disclosed at net realisable value is R74.879 million (2016: R20.145 million).

4.  SHARE CAPITAL

    On 29 November 2016 the company raised net capital of R648.304 million through the private placement of 25 million ordinary shares.
    A further 7.762 million shares were issued on 22 March 2017 in order to settle the full purchase price of R197.000 million for the acquisition
    of Pakco Proprietary Limited.

5.  HEADLINE EARNINGS PER SHARE
    
                                                                                                                      Restated
                                                                                                          2017            2016
                                                                                                         R'000           R'000
    5.1 HEADLINE EARNINGS PER SHARE                                                                                           
        Reconciliation between profit attributable to owners of the parent and headline earnings:                             
        Profit attributable to owners of the parent                                                    234 512         290 749
        Adjustments to profit attributable to owners of the parent                                       2 495           2 313
        Loss on disposal of property, plant and equipment                                                  144           2 958
        Impairment of property, plant and equipment                                                      3 321             254
        Taxation effect                                                                                  (970)           (899)
    
        Headline earnings                                                                              237 007         293 062
        Headline earnings per share (cents)                                                               96.9           133.3
    
    5.2 DILUTED HEADLINE EARNINGS PER SHARE                                                                                   
        Headline earnings                                                                              237 007         293 062
        Diluted headline earnings per share (cents)                                                       93.4           128.0
    
    5.3 WEIGHTED AVERAGE NUMBER OF SHARES IN ISSUE                                                                             
        Weighted average number of shares in issue                                                 221 000 000     221 000 000
        Ordinary shares issued                                                                      24 657 869               -
        Treasury shares                                                                            (1 125 000)     (1 125 000)
        Weighted average number of shares in issue                                                 244 532 869     219 875 000
        Effect of convertible preference shares                                                      9 000 000       9 000 000
        Effect of share offers                                                                         189 081          92 414
        Weighted average number of dilutive shares in issue                                        253 721 950     228 967 414
    
6.  CONTINGENT LIABILITIES

    The Group has entered into guarantees in favour of South African Revenue Services, for import and export activities as well as various
    municipalities for operational activities. The guarantees from import and operational activities outstanding at year-end amounted to
    R6.560 million (2016: R5.872 million). There were no other changes in the contingent liabilities during the current financial year.

7.  ACQUISITION OF SUBSIDIARIES

    Pakco Proprietary Limited

    On 22 March 2017 the Group acquired 100% of the issued share capital and all voting rights of Pakco (Pty) Ltd ("Pakco") through the
    issue of 7.762 million shares calculated on a weighted average share price. The Group obtained control based on the voting rights acquired.
    Pakco manufactures and markets 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 operations, product
    categories and trademarks, thereby strengthening the Group's product basket to customers.

    Included in the profit before tax for the year is a profit of R17.255 million attributable to the Pakco operations. In order to provide a better
    measure of performance for future comparison, the profit adjusted for related party transactions is R6.423 million.# Revenue for the year
    includes R97.069 million in respect of the acquisition. 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 as we are unable to quantify the impact of the synergies that would have
    resulted from the beginning of the period.
    
                                                                                                                          2017
                                                                                                                         R'000
    Assets and liabilities acquired                                                                                  
    Property, plant and equipment                                                                                       28 502
    Intangible assets                                                                                                   70 266
    Inventory                                                                                                           38 169
    Accounts receivable*                                                                                                33 852
    Bank overdraft                                                                                                    (18 277)
    Deferred taxation liability                                                                                        (4 533)
    Accounts payable and accruals                                                                                     (42 449)
    Employee benefit accrual                                                                                           (5 024)
    Fair value of assets acquired                                                                                      100 506
    Purchase price - settled through issue of ordinary shares                                                          197 000
    Goodwill                                                                                                            96 494
    
    # The pro forma financial information has been prepared for illustrative purposes only to provide information on the impact of the related party 
      transactions on the profit for the period of the Pakco operations to the consolidated profit for the year. 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.
      There are no events subsequent to the reporting date which require adjustment to the pro forma information. The directors are responsible for 
      compiling the pro forma financial information in accordance with the JSE Limited Listings Requirements and in compliance with the SAICA Guide on 
      Pro Forma Financial Information.
      The underlying information used in the preparation of the pro forma financial information has been prepared using the accounting policies in place 
      for the year ended 1 October 2017.
      The pro forma information should be read in conjunction with the unqualified Deloitte & Touche independent reporting accountants' report thereon, 
      which is available for inspection at the company's registered offices (Pniel Road, Groot Drakenstein, 7680), at no charge, during normal 
      business hours.
    * The accounts receivable acquired (which principally comprised trade receivables) with a fair value of R33.852 million included gross contractual 
      amounts of R36.057. The best estimate at acquisition date of the contractual cash flows not expected to be collected is R2.205 million.
    
    Ma Baker Group of companies
    
    On 31 March 2017 the Group acquired 100% of the issued share capital and all voting rights of Ma Baker Xpress (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"). The Group obtained control based on the voting rights acquired. The Ma Baker
    Group of Companies operates manufacturing plants in Pinetown and Pietermaritzburg where it manufactures, markets 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.
    
    Included in the profit before tax for the year is a profit of R8.954 million attributable to the Ma Baker operations. Revenue for the year
    includes R132.670 million in respect of the acquisition. 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 as we are unable to quantify the impact of the synergies that would have
    resulted from the beginning of the period.
    
                                                                                                                          2017
                                                                                                                         R'000    
    Assets and liabilities acquired                                                                                            
    Property, plant and equipment                                                                                       77 142
    Intangible assets                                                                                                   61 968
    Inventory                                                                                                           18 588
    Accounts receivable*                                                                                                19 647
    Loans receivable                                                                                                     1 179
    Bank balances and cash on hand                                                                                       3 615
    Deferred taxation liability                                                                                       (23 744)
    Accounts payable and accruals                                                                                     (19 396)
    Employee benefit accrual                                                                                           (2 528)
    Current portion of long-term loans                                                                                (14 786)
    Taxation payable                                                                                                   (2 132)
    Fair value of assets acquired                                                                                      119 553
    Purchase price - settled in cash                                                                                   192 635
    Goodwill                                                                                                            73 082
    
    * The accounts receivable acquired (which principally comprised trade receivables) with a fair value of R19.647 million included gross contractual 
      amounts of R22.485. The best estimate at acquisition date of the contractual cash flows not expected to be collected is R2.838 million.
    
8.  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
    amendments 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                                                                                              
    Statement of financial position                                                                                           
    Non-current assets                                                                        816 213      (14 127)    802 086
    Property, plant and equipment                                                             785 462         8 103    793 565
    Biological assets                                                                          30 751      (22 230)      8 521
    Current assets                                                                                  -        14 127     14 127
    Biological assets                                                                               -        14 127     14 127
    Year ended 25 September 2016                                                                                              
    Statement of financial position                                                                                           
    Non-current assets                                                                      1 006 715      (11 187)    995 528
    Property, plant and equipment                                                             974 642        12 184    986 826
    Biological assets                                                                          32 073      (23 371)      8 702
    Current assets                                                                                  -        16 037     16 037
    Biological assets                                                                               -        16 037     16 037
    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
    Statement of profit or loss and other comprehensive income                                                                  
    Other income                                                                               36 451           770     37 221
    Operating cost                                                                          (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 form investing activities                                                    (228 553)       (9 498)  (238 051)
    Purchase of property, plant and equipment                                               (228 553)       (9 498)  (238 051)

9.  RELATED PARTY TRANSACTIONS

    The Group generated sales from Peaty Mills Plc for R182.483 million (2016: R269.020 million). Included in trade receivables are amounts due from Peaty
    Mills Plc for R43.143 million (2016: R53.638 million). There were no other significant related party transactions during the year under review.

10. DIVIDENDS

    On 16 January 2017, a dividend of 42.2 cents (2016: 24.7 cents) per share was paid amounting to a total dividend of R107.6 million (2016:
    R57.0 million).

11. EVENTS SUBSEQUENT TO REPORTING DATE

    The Group entered into a sale of shares agreement to dispose of 50.83% of the shares in Ma Baker Xpress Proprietary Limited for a
    consideration of R6.1 million. The board of directors is of the opinion that the buyer of the shares is more experienced in the retail business
    market, seeing as this does not form part of the Group's core business.

    The board of directors has declared a gross cash dividend of 31.1 cents (2016: 42.2 cents) per share on 17 November 2017 in respect of the
    year ended 1 October 2017.

    The board of directors is not aware of any other matter or circumstance of a material nature arising since the end of the financial year,
    otherwise not dealt with in the financial statements, which significantly affects the financial position of the Group or the results of
    its operations.

12. FINANCIAL YEAR-END

    The Group's financial year ends in September which reflects 52 weeks of trading, and as a result the reporting date may differ year on year.
    The 2017 financial year, however, includes a 53rd week of trading. References to "financial year" are to the 53/52 weeks ended on or about
    30 September. As a result the financial statements were prepared for the year ended 1 October 2017 (2016: 25 September).

13. APPROVAL OF PRELIMINARY SUMMARISED CONSOLIDATED ANNUAL FINANCIAL STATEMENTS

    The preliminary summarised consolidated annual financial statements were approved by the board of directors on 17 November 2017.

14. AUDIT OPINION

    These audited preliminary summarised consolidated financial statements have been derived from the consolidated financial statements and
    are consistent, in all material respects, with the consolidated financial statements.

    The Group's auditors, Deloitte & Touche, have issued unmodified audit reports on the preliminary summarised consolidated financial statements 
    and the consolidated financial statements.  Both reports are available for inspection along with the full set of consolidated financial statements, 
    on the group's website (http://www.rfg.com) and at the group's registered office.  
 
    The auditor's report does not necessarily report on all of the information contained in these financial results. 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 issuer's registered office.

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*
                        B Njobe* (appointed to the board of directors on 28 September 2017)
                        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
21 November 2017

Sponsor                 Rand Merchant Bank, a division of FirstRand Bank Limited



Date: 21/11/2017 07:05:00 
Supplied by www.sharenet.co.za
Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE'). 
The JSE does not, whether expressly, tacitly or implicitly, represent, warrant or in any way guarantee the truth, accuracy or completeness of
 the information published on SENS. The JSE, their officers, employees and agents accept no liability for (or in respect of) any direct, 
indirect, incidental or consequential loss or damage of any kind or nature, howsoever arising, from the use of SENS or the use of, or reliance on,
 information disseminated through SENS.