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Unwind of existing BEE transaction, distribution of circular, salient dates and times and notice of general meeting
RCL FOODS LIMITED
(Incorporated in the Republic of South Africa)
(Registration number: 1966/004972/06)
ISIN: ZAE000179438
Share code: RCL
("RCL FOODS" or "the Company")
UNWIND OF EXISTING BEE TRANSACTION | DISTRIBUTION OF CIRCULAR, SALIENT DATES AND TIMES AND
NOTICE OF GENERAL MEETING
Terms defined in the Company’s announcement released on SENS on 13 October 2022 ("Announcement") have been
used in this announcement.
1. INTRODUCTION
Shareholders are referred to the Announcement in which they were advised that, in order to unwind the Existing
BEE Transaction in an orderly manner, the Board had resolved to implement the Unwind by way of, inter alia,
the Common Share Repurchase and the Nominal Share Repurchase, in accordance with section 48(8)(b) read
with sections 114(1) and 115, of the Companies Act and the provisions of the Framework Agreement.
Shareholders were further advised that, in the event that the Common Share Repurchase does not become
unconditional in accordance with its terms, the Framework Agreement provides for the Unwind Alternative, in
terms of which the Parties will implement the Nominal Share Repurchase together with an on-market disposal
and/or private placing of the Common Shares, facilitated by a third party agent.
2. DISTRIBUTION OF CIRCULAR AND NOTICE OF GENERAL MEETING
Shareholders are advised that the Circular has been distributed to Shareholders today, Monday, 14 November
2022.
Additional copies of the Circular may be obtained from the Company Secretary, by emailing
lauren.kelso@rclfoods.com, or from the Transaction Sponsor, by emailing sponsorteam@rmb.co.za, during
normal business hours from Monday, 14 November 2022 up to and including the date of the General Meeting on
Tuesday, 13 December 2022 (both days inclusive). The Circular may also be accessed on the Company’s
website, via the following link: https://rclfoods.com/investor-center/circulars-2022/.
To obtain a thorough understanding of the Unwind, Shareholders are advised to refer to the full terms and
conditions pertaining thereto, as set out in the Circular
3. SALIENT DATES AND TIMES
Terms defined in the Circular have been used in the table below.
2022
Record date to be eligible to receive the Circular Friday, 4 November
Circular distributed to Shareholders and notice convening the General Meeting Monday, 14 November
published on SENS on
Last day to trade in order to be eligible to attend, participate in and vote at the Tuesday, 29 November
General Meeting
Record date in order to be eligible to attend, participate in and vote at the Friday, 2 December
General Meeting
Last day to lodge Forms of Proxy, for administrative purposes, by 10h00 on Friday, 9 December
Thursday, 8 December (Forms of Proxy not lodged with the Transfer Secretaries
by this date and time may nevertheless be lodged, in accordance with the
instructions contained therein, with the chairperson of the General Meeting or
the Company Secretary of the Company prior to its commencement at 10h00 on
Tuesday, 13 December 2022)
Last day and time for Dissenting Shareholders to give notice to RCL FOODS Tuesday, 13 December
objecting to the Repurchase in terms of section 164(3) of the Companies Act by
10h00 on
General Meeting to be held entirely electronically at 10h00 on Tuesday, 13 December
Results of the General Meeting announced on SENS on Tuesday, 13 December
Results of the General Meeting published in the South African press on Wednesday, 14 December
If the Repurchase Conditions are fulfilled or waived and the Repurchase
is approved by Shareholders at the General Meeting
Last day for Shareholders who voted against the Repurchase Resolution to Wednesday, 21 December
require RCL FOODS to seek court approval for the Repurchase in terms of
section 115(3)(a) of the Companies Act, if at least 15% of the total votes of
Shareholders at the General Meeting were exercised against the Repurchase
Resolution
Last day for Shareholders who vote against the Repurchase Resolution to apply Thursday, 29 December
to court in terms of section 115(3)(b) of the Companies Act
Last day for RCL FOODS to give notice of the adoption of the Repurchase Thursday, 29 December
Resolution in terms of section 164(4) of the Companies Act to Shareholders who
delivered written notice objecting to the Repurchase Resolution and
subsequently did not vote in favour of the Repurchase Resolution
The following dates assume that no court approval or review of the Repurchase is required 2023
Compliance certificate to be received from the TRP on Tuesday, 17 January
Finalisation announcement published on SENS before 11h00 on Tuesday, 17 January
Finalisation announcement published in the South African press on Wednesday, 18 January
Delisting application in respect of the Repurchase Shares lodged with the JSE Thursday, 19 January
on
Effective date of the Repurchase Thursday, 26 January
Delisting and cancellation of the Repurchase Shares with effect from the Thursday, 26 January
commencement of business on or about
Notes:
1. All references to dates and times are to local dates and times in South Africa. The dates have been determined based on
certain assumptions regarding the dates by which certain Shareholder and regulatory approvals including that of the JSE
and the TRP will be obtained and that no court approval or review of the Repurchase will be required.
2. These dates and times are subject to amendment. Any material amendment will be released on SENS and published in the
South African press.
3. A Shareholder may submit a Form of Proxy at any time before the commencement of the General Meeting or hand it to the
Company Secretary of the Company or the Chairperson of the General Meeting prior to the commencement of the General
Meeting at 10h00 on Tuesday, 13 December 2022, provided that, should a Shareholder lodge a Form of Proxy with the
Transfer Secretaries less than 48 hours (excluding Saturdays, Sundays and gazetted public holidays in South Africa) before
the General Meeting, such Shareholder will also be required to furnish a copy of such Form of Proxy to the chairman of the
General Meeting prior to the commencement of the General Meeting at 10h00 on Tuesday, 13 December 2022.
4. If the General Meeting is adjourned or postponed, Forms of Proxy submitted for the original General Meeting will remain
valid in respect of any such adjournment or postponement.
4. NOTICE OF GENERAL MEETING
The General Meeting will be held at 10h00 on Tuesday, 13 December 2022 (subject to any postponement or
adjournment thereof) in order to consider and, if deemed fit, pass with or without modification, the special and
ordinary resolutions required to approve and implement the Common Share Repurchase and the Repurchase,
as set out in the notice convening the General Meeting incorporated into the Circular ("Notice of General
Meeting"). The General Meeting will be held entirely by electronic communication, as permitted by the JSE and
in accordance with section 63(2)(a) of the Companies Act and the memorandum of incorporation of the Company.
Shareholders wishing to participate in the electronic General Meeting are required, by no later than 10h00 on
Friday, 9 December 2022, to deliver written notice to such effect to the Company Secretary at the Company’s
registered office and business address, being Ten The Boulevard, Westway Office Park, Westville, 3629,
KwaZulu-Natal or by email to lauren.kelso@rclfoods.com (marked for the attention of the Company Secretary).
Further details regarding electronic participation by Shareholders at the General Meeting are set out in the Notice
of General Meeting.
5. DIRECTORS’ RESPONSIBILITY STATEMENTS
5.1 Board
The Board, collectively and individually, accepts full responsibility for the information contained in this announcement
and the accuracy thereof and certifies that, to the best of its knowledge and belief, information contained in this
announcement is true, and that there are no facts that have been omitted which would make any of the information
false or misleading or would be likely to affect the importance of any information contained in this announcement.
5.2 Independent Board
The Independent Board, collectively and individually, accepts full responsibility for the accuracy of the information
contained in this announcement and certifies that, to the best of its knowledge and belief, such information is true and
that there are no facts that have been omitted which would make any of the information false or misleading or would
be likely to affect the importance of any information contained in this announcement.
Durban
14 November 2022
Financial Adviser and Transaction Sponsor
RAND MERCHANT BANK (A division of FirstRand Bank Limited)
Attorneys
Webber Wentzel
Date: 14-11-2022 04:55:00
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