RCL FOODS LIMITED - Exercise by dissenting shareholder of appraisal rights

Exercise by dissenting shareholder of appraisal rights

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

Exercise by dissenting shareholder of appraisal rights

Terms defined in the circular distributed by the Company to shareholders on 14 November 2022 ("Circular") have
been used in this announcement.

1.   INTRODUCTION

Shareholders are referred to the announcements released on SENS on 13 October 2022, 14 November 2022, 17
January 2023, 20 January 2023, 7 February 2023, 14 February 2023 and to the Circular, incorporating a Notice of
General Meeting, distributed to Shareholders on 14 November 2022 regarding the Unwind of the Existing BEE
Transaction by way of, inter alia, the Common Share Repurchase and the Nominal Share Repurchase, in accordance
with section 48(8)(b) read with sections 114(1) and 115, of the Companies Act and the provisions of the Framework
Agreement.

2.   EXERCISE BY DISSENTING SHAREHOLDER OF APPRAISAL RIGHTS

2.1 As detailed in the Circular, Shareholders who voted against the Repurchase Resolution were entitled to exercise
    appraisal rights in terms of section 164 of the Companies Act, by demanding that the Company pay them the fair
    value of all Shares held by them ("Appraisal Rights").

2.2 In terms of paragraph 5.67(A) of the Listings Requirements, Shareholders are advised that one of the RCL FOODS
    Shareholders, Breede Coalitions Proprietary Limited ("Breede Coalitions") represented by its sole director, Mr
    Abraham Albertus Cilliers ("Mr Cilliers"), has exercised its Appraisal Rights ("Appraisal Rights Exercise"). As a
    consequence of the Appraisal Rights Exercise, Breede Coalitions surrendered 150 000 RCL FOODS Shares
    ("Appraisal Rights Shares") to the Company and the Company paid to Breede Coalitions an amount of R14.69
    per Share (amounting to an aggregate repurchase price of R2,203,500). The Appraisal Rights Shares amount to
    0.016% of the 890,189,904 RCL FOODS Shares in issue.

2.3 According to paragraph 5.67(A) of the Listings Requirements, the repurchase of shares pursuant to the exercise
    of Appraisal Rights is not regarded as a repurchase of shares in terms of the Listings Requirements.

2.4 The JSE approved the delisting of the Appraisal Rights Shares with effect from the commencement of trading on
    or about 16 March 2023 and the Appraisal Rights Shares have been cancelled in accordance with section 35(5)(b)
    of the Companies Act.

3    ADDITIONAL INFORMATION

3.1 The Company wishes to bring the following to the attention of Shareholders:

3.1.1 On 13 October 2022, the Company announced the Repurchase and issued the Circular on 14 November 2022.
      The Circular incorporated the Independent Expert Report which opined on the valuation range and most likely
      value of a Share (on a control basis). The Independent Expert Report was provided solely for purposes of
      providing a fair and reasonable opinion to Shareholders in relation to the Repurchase as required by the TRP
      pursuant to the provisions of section 48(8)(b) as read with section 114 of the Companies Act.

3.1.2 As detailed in the Circular, subsequent to the implementation of the Existing BEE Transaction, the Company’s
      share price had significantly declined, resulting in the Existing BEE Transaction being materially underwater at
      the end of the Existing BEE Transaction Term, and there being no value transferrable to the BEE beneficiaries
      of the Existing BEE Transaction. This, notwithstanding the valuation in the Independent Expert Report. In order
      to facilitate the unwind of the Existing BEE Transaction in an orderly manner, the Board proposed that
      Shareholders approve the Repurchase.
3.1.3 Subsequently, on or about 1 December 2022, being the day before the record date for Shareholders to be
      recorded in the securities register in order to vote at the General Meeting, Breede Coalitions acquired the
      Appraisal Rights Shares. The closing market price of the Shares on this date was R10.20 per Share.

3.1.4 At the General Meeting, Breede Coalitions voted against the Repurchase Resolution but it was nevertheless
      passed with 99.98281% Shareholder support including, as disclosed in the Circular, the support of the 3 largest
      minority shareholders who had previously provided confirmation of their support of the ordinary and special
      resolutions required to approve the Repurchase, including the Repurchase Resolution. Following the adoption
      of the Repurchase Resolution, the Company received a demand from Breede Coalitions in terms of which
      Breede Coalitions, represented by Mr Cilliers, sought to exercise its Appraisal Rights, relying on the most likely
      value of the Shares as set out in the Independent Expert Report.

3.1.5 In compliance with its obligation to make an offer to acquire the Appraisal Rights Shares in terms of section
      164(11) of the Companies Act, the Company offered to pay to Breede Coalitions R14.69 per Share. Breede
      Coalitions accepted this offer.

3.2 Breede Coalitions, represented by Mr Cilliers, has exercised appraisal rights on a number of occasions in relation
    to various corporate actions proposed by other listed companies. In certain of these instances, Breede Coalitions
    acquired its shares subsequent to the announcement of the corporate action and/or the publishing of the related
    fair and reasonable opinion setting out the value of the shares in the company, which value is (in most instances)
    higher than the market price of the shares (i.e. the price at which shares trade in the market). As a result, Breede
    Coalitions has in our view sought to profit from exercising appraisal rights by purchasing shares at market price
    and subsequently demanding to be paid the fair value of those shares.

3.3 This conduct is evidenced from two separate recent matters before the High Court of South Africa: BNS Nominees
    (RF) (Proprietary) Limited and Another v Arrowhead Properties Limited and Others 2023 (1) SA 478 (GJ) and BNS
    Nominees (RF) (Proprietary) Limited and Another v Zeder Investments Limited and Another [2021] ZAWCHC 263.
    In these matters it was alleged that Breede Coalitions (and/or its nominee shareholder, as the case may be) had
    abused the Appraisal Rights process and was "using the appraisal remedy as a mechanism for profiteering at the
    expense of other shareholders of the company" and that it was not "a dissenting shareholder who requires the
    'protection' which section 164 of the [Companies] Act provides". In the first matter, the court held, based on certain
    facts which were specific to that case, that the actions of Breede had been legitimate and that labelling them as
    profiteering was misplaced. In the second matter, the Court cautioned against possible abuses of section 164 of
    the Companies Act, "specifically where shareholders may invoke the remedy for a purpose that it was not intended
    to serve".

3.4 Having regard to the above, the context of the Repurchase and the fact that none of the Shareholders nor the BEE
    beneficiaries of the Existing BEE Transaction will receive any value, but that Breede Coalitions has profited in an
    estimated amount of c.R600,000, it is the Company's opinion that the Appraisal Rights Exercise by Breede
    Coalitions, represented by Mr Cilliers, is an abuse of the appraisal rights remedy under section 164 of the
    Companies Act. Although this conduct is not unlawful, the Company is of the view that enabling strategies such as
    those executed in this instance, could not have been the intention of the appraisal rights remedy in the Companies
    Act.

4   DIRECTORS’ RESPONSIBILITY STATEMENTS

The Board, collectively and individually, accepts full responsibility for the information contained in this announcement
and the accuracy thereof and certifies that, to the best of its knowledge and belief, information contained in this
announcement is true, and that there are no facts that have been omitted which would make any of the information
false or misleading or would be likely to affect the importance of any information contained in this announcement.


Durban
20 March 2023

Financial Adviser and Transaction Sponsor
RAND MERCHANT BANK (A division of FirstRand Bank Limited)

Attorneys
Webber Wentzel

Date: 20-03-2023 11:05:00
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