RCL FOODS LIMITED - Update on implementation of BEE transactions

Update on implementation of BEE transactions

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")

UPDATE ON IMPLEMENTATION OF BEE TRANSACTIONS

RCL Foods shareholders ("Shareholders") are referred to –

   -   the circular posted to Shareholders on 12 December 2013 wherein Shareholders were inter alia advised
       on the Company's intention to implement two broad based black economic empowerment ("BEE")
       transactions with strategic partners of RCL Foods ("RCL Foods BEE Transaction") and TSB Sugar
       Holdings Limited (“TSB BEE Transaction”) (collectively the “BEE Transactions”);

   -   the announcement released on the Stock Exchange News Service on Thursday, 16 January 2014 wherein
       Shareholders were advised of the fact that all Shareholder resolutions required to inter alia authorise the
       implementation of the BEE Transactions had been duly passed by Shareholders at a general meeting of
       the Company held on Thursday, 16 January 2014.

The Company had originally anticipated implementing the BEE Transactions by Monday, 31 March 2014.
However, due to various delays at the Companies and Intellectual Property Commission ("CIPC"), the BEE
Transactions cannot be implemented by the anticipated date. This includes with regard to the filing of the
amendment to RCL Foods' memorandum of incorporation in order to give effect to an increase in RCL Foods'
share capital.

The TSB BEE Transaction has become unconditional and will be implemented on Thursday, 3 April 2014. With
regard to the RCL Foods BEE Transaction, certain conditions precedent (relating to CIPC filings) remain
outstanding and the Company anticipates that the RCL Foods BEE Transaction will be implemented by no later
than Friday, 30 May 2014.


Durban
31 March 2014

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

Attorneys
Cliffe Dekker Hofmeyr Inc.

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