RCL FOODS LIMITED - Results of the pro rata offer

Results of the pro rata offer

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")

RESULTS OF THE PRO RATA OFFER

1. Introduction
RCL Foods shareholders ("Shareholders") are referred to the
announcement released on the Stock Exchange News Service on
Friday, 17 January 2014 and to the circular issued on Thursday, 12
December 2013 advising Shareholders of a proposed R2.5 billion
equity capital raising, including a pro rata offer of 74 214 642
new ordinary shares in RCL Foods ("Pro Rata Offer Shares") to
qualifying RCL Foods minority shareholders at a subscription price
of R16.50 (the "Pro Rata Offer").

2. Results of the Pro Rata Offer
Pursuant to the Pro Rata Offer, which closed at 12:00 on Tuesday,
4 February 2014, qualifying RCL Foods minority shareholders
subscribed for 47 889 945 Pro Rata Offer Shares for gross proceeds
of R790 million.

3. Issue of Pro Rata Offer Shares
Dematerialised Shareholders, who validly subscribed for Pro Rata
Offer Shares, will have their accounts at their CSDP or broker
updated with the Pro Rata Offer Shares to which they are entitled
on Monday, 10 February 2014. CSDPs effect payment on a delivery
versus payment basis.

Certificated Shareholders, who validly subscribed for Pro Rata
Offer Shares, will have new share certificates in respect of the
Pro Rata Offer Shares to which they are entitled posted to them,
at their own risk, on Monday, 10 February 2014.

4. Private placement
Market conditions permitting, and not before the Company’s interim
results announcement on 20 February 2014, it is the intention of
the board of directors of RCL Foods to raise the balance of the
R2.5 billion by way of a private placement of shares to qualifying
South African and international investors.

Further details will be announced in due course.

Durban
5 February 2014

Sponsor
RAND MERCHANT BANK (A division of FirstRand Bank Limited)

Attorneys to RCL Foods
Cliffe Dekker Hofmeyr Inc.

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