PRE-LISTING STATEMENT OF ASTRAL FOODS

Astral Foods

(Formerly Leknarf Investments (Proprietary) Limited)
(Incorporated in the Republic of South Africa)
(Registration number 1978/003194/06)
("Astral Foods")
Abridged Pre-Listing Statement

Listing of Astral Foods on the JSE Securities Exchange South Africa

This abridged pre-listing statement is not an invitation to the public to
subscribe for shares in Astral Foods, but is issued in compliance with the
Listings Requirements of the JSE Securities Exchange South Africa ("JSE"), for
the purpose of providing information to the public with regard to Astral Foods.
This announcement contains the salient information incorporated in the
pre-listing statement of Astral Foods.For a full appreciation of the

information set out below, the pre-listing statement should be read in its
entirety.
1. Nature and background of Astral Foods

Astral Foods is a leading South African food processing group with key
activities in animal feeds, animal feed pre-mixes, broiler genetic breeding and
broiler operations. Each of its businesses is regarded as being a leader in its
respective markets, with significant complementary synergies across the Astral
Foods group.

The listing of Astral Foods arises from the restructuring of the Agri-Poultry
interests of Tiger Brands Limited ("Tiger Brands") into Astral Foods and the
subsequent unbundling of the Astral Foods' shares to existing Tiger Brands
shareholders in the ratio of 25 Astral Foods' shares for every 100 Tiger Brands
shares held on the last date to register, being 6 April 2001. Full details of
the restructuring and the unbundling, duly approved by Tiger Brands'

shareholders at the general meeting held on 5 April 2001, are set out in the
circular to Tiger Brands' shareholders dated 19 March 2001 which includes the
Astral Foods pre-listing statement.

For the year ended 30 September 2000 Astral Foods recorded, in aggregate, a pro
forma turnover of approximately R2 442 million, operating profit of

approximately R174 million and a return on net assets of approximately 31%.
Astral Foods' operations generate significant positive cashflows which will
provide the platform for Astral Foods to continue to develop its presence in
existing markets, fund expansion and to invest in new technologies. It is
Astral Foods' intention to provide for a dividend cover of approximately 3
times.

Astral Foods is confident of continued success in its chosen markets and is
well positioned to exploit further growth opportunities based on its strategic
focus of being an industry leader in terms of low cost production, whilst using
world-class technology and innovation to facilitate growth in existing and new
markets.
1.1 Animal feeds
Meadow Feeds

Meadow Feeds is a market leader in the South African animal feed industry and
operates six feed mills, located in Randfontein, Delmas, Welkom, Paarl,
Pietermaritzburg and Humansdorp. Astral Foods' animal feed interests in the
rest of Africa comprise an 80% interest in Africa Feeds (Zambia), a 100% stake
in Meadow Feeds (Malawi) and a 32% shareholding in Meaders Feeds (Mauritius).
Meadow Feeds serves a wide range of customers in the poultry, egg, livestock
and dairy industries including other members of the Astral Foods group. Sales
to these inter-group companies, which include Earlybird (a 50% joint venture
company with OTK Holdings Limited, a JSE listed company), Ross Poultry and
County Fair are made on normal commercial terms. In addition, Meadow Feeds
supplies other industry participants including Rainbow Chicken Limited and
Golden Lay. Meadow Feeds has an extensive distribution network comprising 101
agents and depots throughout South Africa, Namibia, Botswana and Swaziland.
This provides Meadow Feeds with a broad reach both domestically and into the
growing markets in southern and central Africa.
1.2 Animal feed pre-mixes
Nutec SA

Nutec SA was established in 1996 as a joint venture in animal feed pre-mixes
with Nutec UK, whose parent company is Provimi of Holland, a leading

international animal feed nutrition company. Nutec SA is the leading

vitamin/mineral animal feed pre-mix company in sub-Saharan Africa and is an ISO
9002 accredited company. Nutec SA adopts world-class practices and is highly
regarded within the feed industry.
1.3 Broiler genetics
Ross Poultry

Ross Poultry supplies breeding stock for the South African broiler industry and
is the leading provider of broiler parent stock in South Africa. It has a
strategic link, through a technology agreement, with Ross Breeders of Scotland,
which provides it with a competitive edge domestically in genetics, technology
and ongoing research and development in the poultry industry. Discussions are
taking place with Ross Breeders of Scotland to reinforce the relationship
between Ross Breeders of Scotland and Ross Poultry. Ross Poultry is proud of
its achievement in the development of the "Ross 788" broiler which is the only
broiler in South Africa that has been specifically bred for broiler production
at high altitude. This has significant relevance as approximately 50% of South
Africa's poultry is reared at high altitude.

Ross Poultry undertakes pedigree selection, produces grandparents from pedigree
stocks and ultimately produces day old grandparents or parents for sale to the
poultry interests of Astral Foods and for the broader poultry market, both
domestically and in the southern Africa region.

Ross Poultry supplies broiler parent stock to Elite Breeding Farms, one of the
leading producers of the "Ross 788" and "Ross 308" parent broilers in South
Africa, who in turn supplies broilers to County Fair, both of which are members
of the Astral Foods group.
1.4 Broilers
County Fair

County Fair, the leading broiler producer in the Western Cape, produces fresh,
individual quick-frozen and a range of value-added poultry products. As a
result of its focus on achieving global competitiveness through low cost
production, maximisation of processing efficiencies and improved service to
customers, County Fair is amongst the lowest cost broiler producers in South
Africa.

County Fair has a 53% interest in Elite Breeding Farms. This relationship, in
conjunction with Ross Poultry, provides County Fair with a leading edge in the
genetic breeding process for South African conditions.

County Fair's poultry activities include parent rearing, laying, hatcheries,
broiler production, processing, sales and distribution.
Earlybird

Earlybird is based in Gauteng and Mpumalanga and its activities include parent
rearing, laying, hatcheries, broiler production, processing, sales and
distribution. Earlybird is a 50% joint venture company with OTK Holdings
Limited. It is the largest national poultry producer of individual quick frozen
products with a strong presence in the retail and informal markets and its
brands include the well-known Goldi and Festive names.
1.5 Natchix

Astral Foods has a 34,9% equity interest in Natchix, a JSE listed company that
produces and sells day old chicks for the broiler and egg producing industries.
Natchix has broiler chick operations in South Africa, Swaziland, Botswana and
Lesotho and has recently expanded into feed milling through Nutrex Holdings
with the objective of investing in regional animal feed mills focused on
independent poultry producers. Natchix also distributes animal health care
products.
2. Operating structure of Astral Foods

-  34.9% in National Chick Ltd ("Natchix") which in turn owns 29% in Elite
Breeding Farms.

-  100% in Astral Operations Ltd Formerly ICS Group Ltd which in turn owns 100%
in Meadow Feeds Division ("Meadow Feeds"), 100% in Ross Poultry Breeders (Pty)
Ltd ("Ross Poultry") and 50% in Earlybird Farm (Pty) Ltd ("Earlybird").
-  100% in County Fair Holdings (Pty) Ltd which in turn owns 100% in County
Fair Foods (Pty) Ltd ("County Fair") and 53% in Elite Breeding Farms.
-  50% in Nutec Southern Africa (Pty) Ltd ("Nutec SA").
-  100% in Meadow Feeds Ltd (Malawi).
-  80% in Africa Feeds Ltd (Zambia).
-  32% in  Meaders Feeds Ltd (Mauritius)
3. Share capital

                                                           R'000
Authorised

75 000 000 ordinary shares of 1 cent each                     750

Total authorised capital                                      750
Issued

42 924 000 ordinary shares of 1 cent each                     429

Share premium                                                 265 605
Total issued capital and share premium                        266 034
4. Financial information on Astral Foods

The table below is a summary of the salient aggregate financial information for
the Agri-Poultry interests reconstituted under Astral Foods based on the
audited financial statements of the underlying components of Astral Foods. This
financial information is provided for illustrative purposes only.
Year ended 30 September

                             1996     1997     1998    1999    2000
R million


                                                         (pro forma)

Turnover (1)                 1 763    2 078    2 347   2 285   2 442
Profit before interest

and taxation (1)             111      155      194     175     174
Net tangible asset

value (2)                                                      266

Net tangible asset value (2) per share (3) (cents)             620

Earnings (4) per share (3) (cents)                             156

Headline (5) earnings (4) per share (3) (cents)                154

Adjusted (6) earnings per share (3) (cents)                    212

Adjusted (6) headline (5) earnings per share (3) (cents)       210
Note:

1. The turnover and profit before interest and taxation figures are the
aggregated audited figures from the audited financial statements of Meadow
Feeds, County Fair, Earlybird, Ross Poultry and Nutec SA, excluding
intercompany sales and cost of sales.

2. Astral Foods has no goodwill and the net tangible asset value therefore
equals the net asset value and reflects the pro forma position assuming the
restructuring and unbundling agreement had been effective 1 October 1999.
3. Astral Foods' shares in issue at 30 September 2000: 42 924 000.

4. Earnings and headline earnings per share are based on the actual interest
charge arising from how Tiger Brands internally geared the underlying
businesses as part of the Tiger Brands Group Structure. These earnings per
share figures above do not reflect how the business is intended to be geared in
the future. Shareholders are referred to the pro forma balance sheet of Astral
Foods set out below and as contained within the pre-listing statement, which
reflects the planned capital structure for Astral Foods.

5. The reconciliation between earnings and headline earnings is set out in the
pre-listing statement.

6. The adjusted earnings and headline earnings per share assume that the
capital structure, as reflected in the pro forma balance sheet and as referred
to in note 4 above, was in place for the duration of the year ended 30
September 2000. As a result, Astral Foods' equity would have increased by R265
million from the equity at 1 October 1999 with an equivalent decrease in
borrowings. The interest charge would have been reduced by R37 million,
resulting in an after tax saving of R26,1 million. In addition, after the
unbundling Astral Foods intends maintaining a dividend cover of 3 times which
would have resulted in a dividend of R30,1 million being declared. The
additional Secondary Tax on Companies' charge would have been R1,9 million.
The pro forma balance sheet, taking into account the restructuring and the
revised gearing for Astral Foods, is set out below for illustrative purposes
only.
As at 30 September 2000
R million
ASSETS
Non-current assets
Fixed assets                                336
Investments                                 24
Deferred taxation assets                    13
Total non-current assets                    373
Current assets
Inventories                                 193
Trade and other receivables                 395
Cash and cash equivalents                   78
Total current assets                        666
Total assets                                1 039
EQUITY AND LIABILITIES
Capital and reserves
Share capital and premium                   266
Ordinary shareholders' interest             266
Minority interest                           (3)
Non-current liabilities
Long-term liabilities                       123
Provision for post retirement
medical benefits                            39
Deferred taxation liability                 76
Total non-current liabilities               238
Current liabilities
Amounts due to bankers and
short-term loans                            101
Trade and other payables                    337
Interest bearing creditors                  75
Taxation payable                            15
Dividends proposed                          10
Total current liabilities                   538
Total equity and liabilities                1 039
Net asset value per share (cents)           619,8
Net tangible asset value per
share (cents)                               619,8

Number of shares in issue                   42 924 000
5. Directors and senior management
5.1 Directors
Jan van den Berg (64) - BCom
Non-Executive Chairman

Director of companies including Iscor Limited and Deputy Chairman of Saambou
Holdings Limited. Appointed to the Tiger Brands board in 1990. Appointed as
Non-Executive Chairman to the Astral Foods board, effective 19 February 2001.
Nick Wentzel (45) - BCom, CA(SA)
Chief Executive Officer

Appointed Divisional Chairman of Tiger Agri-Poultry in 1995 and in 1997
appointed Divisional Chairman of Tiger Milling and Baking operations. On
leaving Tiger Brands in 1997, was appointed Chief Executive Officer of Genfood,
the country's largest milling and baking operation following its take-over of
Premier Milling. After successfully integrating the Premier Milling operations
into Genfood, has returned to head up Astral Foods. Has extensive experience
across the spectrum of the food industry ranging from primary products to
fast-moving consumer goods.
Tom Pritchard (46) - BCom (Honours), CA(SA)
Financial Director

Was with ICS Group for 15 years and was Group Financial Director for ICS
Holdings for 6 years. On the acquisition of ICS by Tiger Brands, was appointed
Financial Director for the Branded Consumer Products Division of Tiger Brands
and as director of various subsidiaries, including Beacon Sweets, Langeberg,
Tastic Rice and Jungle Oats. Joined Thebe Investment Corporation Limited as
Financial Director prior to accepting the position of Financial Director of
Astral Foods. Has extensive experience in the food industry with particular
expertise in financial management including information technology integration
and corporate financial activities.
Mike Kingston (49)
Managing Director: Poultry Division

As head of the Poultry Division, is accountable for County Fair, Ross Poultry
and Nutec SA, together with Astral Foods' interests in Earlybird and Natchix.
Has extensive experience in the poultry industry having been with Rainbow
Chicken Limited for 12 years. Joined Country Bird in 1986 and returned the
operations to profitability, thereafter taking up a managerial position at
County Fair, being responsible for all aspects of parent breeding including
sales, marketing and finance. Managed Elite Breeding Farms for a period. Has
served on the South African Poultry Association for over 15 years and is a past
chairman of the Broiler Organisation Committee.
Roger Parry (52) - BCom (Honours), CA(SA)
Managing Director: Animal Feeds Division

Managing Director of Meadow Feeds with overall responsibility for the Animal
Feeds Division. Has 22 years' experience with Meadow Feeds having been involved
in various roles from financial director to operational director, culminating
in assuming the position of Managing Director.
Evert Groeneweg (64) - CA(SA), PMD (Harvard)
Non-Executive Director

Director of companies, including Santam Limited, Spoornet and Ingwe Coal
Corporation Limited. Previously on the boards of Barlow Rand Limited

(Barloworld) and many of its subsidiaries, in particular Rand Mines Limited and
its subsidiaries, NBS Holdings Limited and several of its subsidiaries, Saambou
Holdings Limited, RMB Holdings Limited, Barprop Limited and Guardian National
Insurance Company Limited.

Charles van Veyeren (67) - BSc Agriculture (Pretoria)
Non-Executive Director

Director of companies, including Chairman of Onderberg Processing Co-operative
and Malelane Citrus Co-operative. In addition, on the boards of the Land Bank,
Agricultural Research Council and the Citrus Industry Trust and serves on the
Tariffs/Marketing and Development Committee and the National Water Advisory
Committee. Is a past executive member of the South African Agricultural Union.
5.2  Senior management

Allan MacGillivray (43) - BAgric (Natal) MSc (Colorado State) MBA (Henley)
Managing Director: Nutec SA

Appointed Managing Director of Nutec SA in 2000, having joined Nutec SA as a
Development Manager progressing to Regional Manager and then Director of
Operations. Previously technical advisor at Meadow Feeds, senior animal
husbandry advisor at Tracor, and Marketing and Products Development Manager at
Gallagher Poldenvale. Member of the American Society of Animal Science, the
South African Council for Professional Natural Scientists and the South African
Association of Professional Animal Scientists. Holds a diploma in International
Operations from INSEAD.

Izaak Breitenbach (40) - B.Sc Agric (Hons), B.Inst Agrar (Hons), MBL (Unisa)
MDP (Henley)
Managing Director: Ross Poultry

Joined Ross Poultry in 1992 and currently holds the position of Managing
Director of Ross Poultry, which includes management of Elite Breeding Farms.
Previously Technical Director and, prior to that, Production Director of Ross
Poultry. Worked as a poultry nutritionist at OTK Holdings Limited and managed
farms for Farm Fare/Bonnybird before joining Ross Poultry. Lectured at Pretoria
Technikon in strategy and is a member on its selection board. Is currently
Chairman of the South African Poultry Association's Training Committee and the
Chick Producers Organisation.
Theo Delport (41)
Managing Director: County Fair

Assumed the position of Managing Director of County Fair in 2000, having worked
in a sales and marketing capacity since joining County Fair in 1992 as National
Sales Manager. Prior to County Fair, held positions in sales and marketing at
Nampak, Today's Frozen Foods and Speckenham.

Michael Schmitz (39) - Dip VetTech; BSc Agric (Natal)
General Manager: Meadow Randfontein

Currently General Manager of Meadow Randfontein, having been Technical Manager.
Previously at Meadow Delmas as Senior Nutritionist responsible for the Delmas,
Randfontein and Welkom Mills. Joined Meadow Delmas as Technical Advisor for pig
and poultry feed in 1987. Previously held the position of Research Scientist
for Coopers Animal Health.
Guy Bestel (54) - BCom
Managing Director: Meadow Feeds, Natal

Has been with Meadow Feeds Natal for nearly 30 years. Was appointed Managing
Director in 1990, having previously held the positions of Financial Director,
Financial Manager and Accountant since joining the company in 1972. Prior to
this, worked as an accounts controller for NCD and a quality controller for
Nestli SA.
Lawrence Swanson (49) - BCom
Managing Director: Meadow Feed Mills Cape

Appointed Managing Director of Meadow Feed Mills Cape in 2000. Joined County
Fair Foods in 1976 and served as deputy Managing Director from 1994 to 2000.
Prior to that, was employed at Lamson Paragon as assistant management
accountant and previously at JT Farhad and Co where he served his articles as a
trainee accountant. Has more than 25 years' experience in the poultry industry,
having served on the board of Elite Breeding Farms from 1994 to 2000 and on the
subcommittee of the South African Poultry Association.
Connie du Toit (48) - BCom, MBA (Potch)
Managing Director: Earlybird

Rejoined Earlybird as Managing Director in 2000, after two years as Managing
Director of OTK Holdings Limited. Joined Earlybird originally in 1990 as
Managing Director, following appointment as General Manager of Agrichicks in
Mmabatho in 1986. Was initially involved in agricultural development and spent
nine years as General Manager of the Taung Irrigation Scheme. Substantial
involvement in the poultry industry, serving as Chairman of the Broiler
Organisation, Chairman of Management Committee of Southern African Poultry
Association, and was awarded Poultry Man of the Year in 1996. Has a total of 17
years' experience in the broiler industry.
6. Prospects for Astral Foods

The businesses within the Astral Foods group are regarded amongst the leaders
in their respective industries in South Africa, with world-class operating
standards and facilities. Astral Foods has strong brands such as Meadow, Ross
and County Fair, as well as Goldi and Festive which are owned by Earlybird.
These brands enjoy high customer satisfaction and brand awareness ratings. This
strong brand positioning, coupled with a reputation for quality, bodes well for
future growth and market penetration.

The executive directorate of Astral Foods and the management teams of the
underlying businesses have wide ranging experience in the food and agri-poultry
industries and this is regarded as a strength of Astral Foods. The extensive
involvement and interaction of management across Astral Foods will ensure that
synergies are fully exploited. Astral Foods' investments in the rest of Africa
leave it well positioned for further regional expansion opportunities.
Astral Foods is protected against the "dumping" of poultry-related products
into South Africa by foreign poultry producers and receives protection under
the import tariff regulations set by the Department of Trade and Industry on
maize and poultry. The import tariff protection benefits the entire South
African agri-poultry industry including Astral Foods. The Astral Foods'
directors are of the opinion that such protection will continue for the
foreseeable future.

The Astral Foods group will seek to maintain its position as a low cost, value
for money producer of animal nutrition and animal protein products and to
reinforce its position as a leader in the markets in which it operates. The
Astral Foods' directors are confident that Astral Foods will be a significant
market force within its operating industries, thus contributing to a quality
return for its shareholders.

The Astral Foods' directors are of the opinion that the underlying dynamics of
the markets that the Astral Foods group serves, should enable Astral Foods to
further enhance performance through the ongoing improvement in operating
efficiencies and of adherence to a policy of ensuring technical leadership in
process operations. Astral Foods will in due course seek to take advantage of
acquisition opportunities in order to enhance its earnings.
7. Commencement of listing

The JSE has granted its approval to the listing of 42 924 000 ordinary shares
of one cent each in Astral Foods in the Industrial- "Food" sector of the JSE
list under the abbreviated name "Astral", with effect from the commencement of
trading Monday, 9 April 2001.

Astral Foods complies with the shareholder spread requirements of the JSE and
is therefore to be listed by way of introduction. Accordingly, the public is
not being invited to subscribe for shares in Astral Foods.

Astral Foods share certificates and, if applicable, cheques in respect of
fractional entitlements will be posted by registered mail at the risk of the
shareholder concerned from Monday, 9 April 2001.
8. Copies of the pre-listing statement

Copies of the pre-listing statement may be obtained during normal business
hours from:

- Astral Foods, Block E, Castle Walk Office Park, Erasmuskloof, Pretoria;
- ING Barings, 4th Floor, 2 Merchant Place, 2 Fredman Drive, Sandton; and
- Mercantile Registrars Limited, 11 Diagonal Street, Johannesburg.

The pre-listing statement is available at www.astralfoods.com
Sandton
9 April 2001
Financial adviser and sponsor
Ing Barings
Corporate law advisers and consultants
Edward Nathan & Friedland (Pty) Ltd
(Registration number 1999/026464/07)
Reporting accountants and auditors
Arthur Andersen