RCL FOODS LIMITED - Trading statement

Trading statement

RCL FOODS LIMITED
(Incorporated in the Republic of South Africa)
(Registration number: 1966/004972/06)
ISIN: ZAE000179438
Share Code: RCL
("RCL Foods" or "the Group")

TRADING STATEMENT

In terms of the Listings Requirements of the JSE Limited,
companies are required to publish a trading statement as soon as
they are satisfied that a reasonable degree of certainty exists
that the financial results for the period to be reported upon next
will differ by at least 20% from the previous corresponding
period.

Shareholders are advised that RCL Foods expects that its earnings
per share ("EPS") and headline earnings per share ("HEPS") for the
year ended 30 June 2014 from continuing operations will be a loss
of between 50 cents and 60 cents versus the EPS of 4.5 cents and
HEPS of 4.8 cents for the corresponding year ended 30 June 2013.

The decrease in EPS and HEPS is largely due to the impact of the
following corporate transactions:

-   Redemption of New Foodcorp Holdings Proprietary Limited’s
    ("Foodcorp") Euro-denominated Senior Secured Notes ("SSN's") at
    a premium (the SSN’s were redeemed in two tranches, 10% @ 103%
    in November 2013 and the remaining 90% @ 108.75% in April 2014)
    and which crystalised material forex losses (net of hedges);
-   Restructuring of the BEE shareholdings resulting in material
    IFRS 2 charges;
-   Transaction   costs    associated   with    the   abovementioned
    transactions, as well as with the buyout of the remaining 35.8%
    minority interest in Foodcorp, the acquisition of TSB Sugar RSA
    Proprietary Limited ("TSB") and the R790.1m pro-rata minority
    rights offer.

In addition, TSB’s results since acquisition on 1 January 2014
were compromised by the three month off-crop season from January
to March, the high volumes of imports impacting sugar prices, as
well as the two week industry strike.

The Group’s results for the year ended 30 June 2014 are expected
to be released on SENS on or about 27 August 2014. Accompanying
these results the Group will release a set of pro-forma results,
based on the assumption that all of the above corporate activities
occurred on 30 June 2013, in order to provide shareholders with a
better understanding of the underlying performance of the Group
for the year ended 30 June 2014.

The financial information on which this trading statement is based
has not been reviewed and reported on by the Group’s external
auditors.

Durban
5 August 2014

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

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