RCL FOODS LIMITED - Disclosure of significant holding of RCL Foods Limited ordinary shares

Disclosure of significant holding of RCL Foods Limited ordinary shares

RCL Foods Limited
(Incorporated in the Republic of South Africa)
(Registration number 1966/004972/06
Share code: RCL
ISIN: ZAE000179438
("RCL Foods" or “the company”)

DISCLOSURE OF SIGNIFICANT HOLDING OF RCL FOODS LIMITED ORDINARY
SHARES

RCL Foods shareholders are referred to the circular issued on
Thursday 12 December 2013 advising RCL Foods shareholders of the
proposed implementation of the below mentioned transactions.

In accordance with the JSE Limited Listings Requirements and
Section 122 of the Companies Act 2008, RCL Foods shareholders are
advised of the following:

Industrial Partnership Investments (Pty) Limited (“IPI”) has
notified the company that it has disposed of all of its RCL Foods
ordinary shares to TSB Sugar Holdings (Pty) Limited (“TSB”).
Accordingly, IPI holds no voting rights in the company.

TSB has notified the company that it has acquired 434,875,326
ordinary shares in the company from IPI, representing 69,5% of the
voting rights in the company. TSB has also notified the company
that it has acquired a further 230,946,882 ordinary shares in the
company, issued as consideration for the acquisition by RCL Foods
of all of TSB’s shares in TSB Sugar RSA (Pty) Limited and TSB
Sugar International (Pty) Limited. Accordingly, TSB’s holding now
represents 77,7% of the voting rights in the company.

Durban
23 January 2014

Merchant bank and sponsor
RAND MERCHANT BANK (a division of FirstRand Bank Limited)

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