RHODES FOOD GROUP HOLDINGS LIMITED - Acquisition of the share equity and claims of Pakco Proprietary Limited ("Pakco")

Acquisition of the share equity and claims of Pakco Proprietary Limited ("Pakco")

RHODES FOOD GROUP HOLDINGS LIMITED
(Incorporated in the Republic of South Africa)
(Registration number 2012/074392/06)
JSE share code: RFG
ISIN: ZAE000191979
("RFG" or "the Company")

ACQUISITION OF THE SHARE EQUITY AND CLAIMS OF PAKCO PROPRIETARY LIMITED
("PAKCO")

Shareholders are referred to the announcement released on the Stock Exchange News Service of the JSE
Limited (“SENS”) on 4 October 2016 (“Acquisition Announcement”) regarding the Company’s wholly
owned subsidiary, Rhodes Food Group Proprietary Limited (“Rhodes Food”) having concluded an
agreement relating to the acquisition by Rhodes Food of 100% of the issued share capital of Pakco from
its shareholder ("Seller") as well as all of the shareholder’s loan claims against Pakco (the "Acquisition"),
which acquisition was subject to the fulfilment or waiver, as the case may be, of certain conditions
precedent.

Further to the Acquisition Announcement, the Company’s board of directors is pleased to advise that -

1. the Competition Commission has approved the Acquisition subject to the condition that Rhodes
   Food and Pakco shall not retrench any employees of Pakco as a result of the Acquisition; and

2. the JSE Limited has approved the listing of the Consideration Shares (as defined below) in terms
   of the Listings Requirements of the JSE Limited.

As the remaining conditions precedent thereto have been fulfilled, the Acquisition has therefore become
unconditional. The effective date of the Acquisition is 1 January 2017 and the closing date of the Acquisition
is 22 March 2017.

Shareholders are advised that the purchase consideration has been reduced by an amount equal to
R3 000 000 (three million rand) and accordingly the purchase consideration payable by Rhodes Food to
the Seller is R197 000 000 (one hundred and ninety-seven million rand). The purchase consideration will
be settled by way of the issue and allotment to the Seller of 7 762 018 ordinary shares in the share capital
of RFG (“Consideration Shares”), at an issue price of R25.38.




Groot Drakenstein
15 March 2017

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

Legal Advisor
ENSafrica

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