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Abridged Pre-listing Statement

Rhodes Food Group Holdings Limited
(Formerly Rhodes Food Group Holdings Proprietary Limited)
(Incorporated in South Africa)
(Registration number 2012/074392/06)
JSE share code: RFG
ISIN: ZAE000191979
(“RFG” or the “Company”)



This Abridged Pre-listing Statement relates to the listing of Rhodes Food Group Holdings Limited in
the “Food Products” sector of the main board of the JSE with effect from the commencement of
business on Thursday, 2 October 2014. The information and defined terms used in this Abridged Pre-
listing Statement are as set out in the full Pre-listing Statement issued by RFG on Monday, 15
September 2014.
This Abridged Pre-listing Statement does not constitute an offer to the public for the sale of or
subscription for, or the solicitation of an offer to buy or subscribe for shares in the Company, but is
issued in compliance with the Listings Requirements for the purpose of providing information to the
public with regards to RFG.
This Abridged Pre-listing Statement highlights selected information from the Pre-listing Statement. It is
not complete and does not contain all of the information that readers of the Abridged Pre-listing
Statement and/or the Pre-listing Statement should consider before investing in the Ordinary Shares.
Investors should read the Pre-listing Statement carefully in its entirety, including the “Risk Factors”
section, the financial statements provided and the notes to those financial statements.

1.    The Offer
The Offer comprises an Offer for Subscription by RFG of new Ordinary Shares to raise R600 million
and a concurrent pro rata Offer for Sale of 25% of the existing Ordinary Shares in RFG held by the
Selling Shareholders. The Offer will be made, subject to certain conditions, to selected institutional
investors in South Africa in terms of section 96(1)(a) of the Companies Act, as well as to selected
institutional investors in other jurisdictions. The Offer Shares comprise up to 57 142 857 new
Subscription Shares to be issued by the Company and 42 750 000 existing Sale Shares to be sold by
the Selling Shareholders, representing an aggregate 44 percent of the total issued share capital and
42 percent of the Fully Diluted Shares of the Company at Listing. Up to a further 9 989 286
Overallotment Shares may be sold by Capitalworks pursuant to a 30-day option to be granted to
RMB, as Stabilisation Manager, for the purpose of covering overallotments before the end of the
Stabilisation Period. Offer Shares rank pari passu with existing Ordinary Shares in all respects.
It is currently estimated that the price at which the Offer Shares will be offered for sale or subscription
will be between R10.50 and R13.50 per Offer Share.
The JSE has granted the Company a listing in respect of up to 228 142 857 Ordinary Shares in the
“Food Products” sector of the main board, under the abbreviated name “RHODES” and share code
“RFG”, subject to the JSE’s approval for the Listing not being revoked or withdrawn and the JSE’s
spread and free float requirements being attained.

2.    Company overview
RFG, based in Groot Drakenstein in South Africa's Western Cape Province, is an internationally-
recognised food producer offering quality prepared meal solutions in fresh, frozen and long-life
formats for distribution in Southern Africa and in selected international markets. The Company has
processing and agricultural operations in South Africa and Swaziland and focuses on the "soil to
shelf" quality control process which ensures that its products are of the highest standard.
The Company's product range comprises canned fruit, jam, vegetable and meat products, chilled
ready-made meals, pies, pastries and dairy products. RFG has a growing portfolio of strong brands,
including Rhodes, Magpie, Bull Brand, Hazeldene, Portobello and Trout Hall, complemented by
several private label product ranges packed for premium domestic and international retailers. In
addition, the Company has an exclusive arrangement with Woolworths to provide its ready-made
meals on a national basis and to supply Ayrshire dairy products in the Western Cape and Eastern
RFG distributes its diverse range of fresh and canned food products through an extensive and
sophisticated distribution network which grants RFG access to a broad range of local and
international customers. RFG's business platform integrates key value-added support services, such
as quality control, logistics and supply chain management. RFG's market penetration, coupled with its
value-added product offering, positions RFG to exploit attractive opportunities for organic and
acquisitive growth.
The Company’s operations are split into the Regional and International business segments. The
Regional Segment, which accounts for approximately 65% of revenue, covers South Africa and other
Sub-Saharan countries, including Botswana, Lesotho, Mozambique, Namibia, Swaziland, Zambia and
Zimbabwe. Sales in this segment are diversified across the entire product range, with South Africa
accounting for the majority of sales. The International Segment exports mainly canned fruit and fruit
juice purées and concentrates, with the main export markets being Europe, the Far East, USA,
Canada, Australasia, Russia and the Middle East.
RFG’s revenue and EBITDA for the nine months ended June 2014 and the 2013 and 2012 financial
years are set out below:

                        Nine months to                Financial year to September                   CAGR
                          June 2014                      2013               2012                  (2011-2013)
                             (R m)                      (R m)              (R m)                     (%)

Revenue                      1 770                      1 859              1 558                     16%
EBITDA                         195                      226(1)               161                     49%

Note: (1) Adjusted for once-off transaction costs of R23.9 million relating to the group restructuring

The Regional Segment is comprised of the Fresh Foods and Long-life Foods Divisions as follows:

2.1      Regional Segment: Fresh Foods Division
The Fresh Foods Division produces, processes, distributes and markets a wide range of dairy
products, pies and ready-made fresh food items.

Ready-made meals
RFG supplies the South African retail and catering industry with a diverse range of chilled and frozen
ready-made meals. This business unit employs an experienced team of food technologists and chefs
to develop the ready-made meals, using carefully selected ingredients and resulting in an end product
of the highest international culinary standards.
The Company has had exclusive arrangements with Woolworths for its ready-made meals product
portfolio on a national basis for over 20 years.
The ready-made meals business unit has facilities at RFG’s head office in Groot Drakenstein in the
Western Cape and at Aeroton in Gauteng. The facilities produce a range of ready-made meals,
pastas, sauces, party foods and pastry-based products in both frozen and chilled formats. RFG has
invested in growing capacity and increasing automation, including the establishment of a high-tech,
state-of-the-art, purpose-built factory in Aeroton.
Continuous product development has extended the range of authentic cuisines, from Italian and
Indian ranges to Greek and Traditional meals, amongst others.

Pies, pastries and sausage rolls
There are three broad channels into which pies and pastries are sold, namely RFG’s Magpie brand
(sold to various retailers), Woolworths and Corner Bakery.
Products sold include fresh and frozen baked and unbaked pies, pastries and sausage rolls. All of
these premium quality products are certified as Halaal.
This business unit has its base in Aeroton alongside the ready-made meals operation. RFG has
continued to invest in the expansion and automation of the pie manufacturing line to increase capacity
and enhance efficiencies.
National distribution is enabled through a network of regional depots and distributors.
Dairy products
This business unit has its base in Groot Drakenstein in the Western Cape, where it operates a dairy
processing factory alongside the Rhodes Ayrshire dairy stud farm.
The farm is based on 104 hectares of land and houses an award-winning herd of Ayrshire cattle,
which is approximately 1 000 head strong. The milk produced at the farm forms the cornerstone of
RFG’s dairy base for its production and supply of milk, cream and cheese. Woolworths sources its
Ayrshire milk and cream in the Western Cape and Eastern Cape exclusively from RFG. Cheese is
supplied as private label to Woolworths and to other retailers under the Company’s own label,
Portobello. The award-winning Portobello range includes French-style white mould cheeses and soft
and fresh Italian cheeses, as well as certain other unique South African cheeses.

2.2      Regional Segment: Long-life Foods Division
The Long-life Foods Division within the Regional Segment comprises of the canned fruit, vegetable,
jam and meat business units.

The regional Long-life Foods Division sells fruit, vegetable, jam and meat products under the
"Rhodes", "Hazeldene", “Bull Brand”, “Apex” and “Spekenam” brand names to retailers such as Pick n
Pay, Spar and Shoprite and various wholesalers. The Division also runs a private label program for
many of the national retailers and wholesalers across its range of long-life foods.
The Long-life Foods Division has deciduous fruit canning operations in Tulbagh in the Western Cape;
citrus, pineapple and jam production facilities in the Malkerns Valley in Swaziland; a meat canning
plant in Gauteng; and a vegetable canning plant in Limpopo.
The majority of regional branded sales is through the retail sales channel. Management intends to
pursue opportunities to increase revenue through wholesale and out of home channels, while also
increasing sales into the greater Sub-Saharan African region.

Canned fruit products: Tulbagh (Western Cape)
In 2010, RFG extended its fruit canning operations by acquiring the Tulbagh properties from Del
Monte. This allowed RFG to move its canning operations from Groot Drakenstein to the high-tech
canning facility previously owned by the vendor. The facility has maintained its high food safety
standards, with annual HACCP, BRC and IFS certifications.
This business unit's deciduous fruit range includes canned apricots, peaches, pears, guavas and fruit
cocktail. These fruit types are packed as halved, sliced and diced fruit and also packed aseptically as
fruit purées.
The facility is run by a team of dedicated staff with many years of canning experience.

Canned fruit products: Swazican (Swaziland)
Swazican, situated in the fertile Malkerns Valley, is Swaziland’s only canning operation. It was
established in 1954 when pineapples were first grown commercially in the country.
Swazican is a leading producer of processed pineapple and citrus products and remains the primary
grower of pineapples in Swaziland. Swazican also produces the Company’s canned and bottled jams
and marmalades. The product range comprises canned citrus (orange and grapefruit segments),
canned pineapple (slices, pieces and crush), citrus and pineapple juice concentrate and a range of
prepared fruit and jelly products packed in plastic cups, as well as assorted jams and marmalades.

Canned meat products 
RFG acquired the Bull Brand business in 2013.
Bull Brand is South Africa’s leading producer of quality canned meat products, including corned meat
and corned beef. Bull Brand operates out of its central production facility located in Krugersdorp,
Gauteng. All Bull Brand products are certified as Halaal.
In addition to Bull Brand, other canned meat products are also produced under RFG’s ancillary
brands, such as Spekenam's range of “No Pork” canned products and Apex's value for money corned
meat brand.

Canned vegetable products
RFG produces premium quality canned vegetable products, including tomatoes, sweet corn, whole
kernel corn, mixed vegetables, baked beans and various derivatives of the aforementioned products
combined with spaghetti, chakalaka and curry sauces, amongst others.

2.3    International Segment
The International Segment comprises that component of long-life that supplies product to markets
outside Sub-Saharan Africa. The product range includes:
- canned pineapple and citrus products, including citrus and pineapple juice concentrate;
- a range of prepared fruit and jelly products packed in plastic cups, processed at Swazican; and
- canned deciduous fruit products and aseptically packed fruit purées, including peach, pear, apricot
  and fruit cocktail, from the facility in Tulbagh.

The International Segment is responsible for supplying:
- premium retailers globally with the Rhodes branded and private label products. Customers include
  retailers such as Tesco, Sainsbury's and Morrisons in the UK, Loblaws in Canada and Woolworths
  Ltd and Coles in Australia;
- branded food companies globally, including Del Monte International, Dole and Nestlè; and
- industrial food processors, such as bakeries and fruit juice manufacturers.

3.    Key strengths
RFG believes that the following strengths contribute to its success and distinguish it from its
- offers a wide product range, including convenient meal solutions in fresh, frozen and long-life
- caters for needs across consumer income groups;
- has a diversity of revenues, an element of internal hedging and potential to increase global
  volumes, as a result of its International Segment;
- holds number 1 or strong number 2 positions in its long-life categories;
- is the exclusive supplier of ready-meals to the category leading retailer, Woolworths;
- has trusted and established brands, such as Rhodes, Bull Brand, Hazeldene, Trout Hall and
  Magpie, across a range of products;
- is a significant, long-term supplier of many private label meal solutions, internationally and
  regionally, for other strongly branded companies;
- has world-class production facilities located close to end markets and/or sources of raw materials
  that are maintained and upgraded with ongoing investment;
- continuously innovates, which assists in meeting changing market preferences and creates
  opportunities for lateral product extension; and
- has a long-serving management team with a wealth of experience in growing RFG organically and
  through acquisitions.
4.    Growth strategy and prospects
RFG has exciting growth opportunities across a range of its products and activities, including:

Long-life meal solutions
RFG believes there is an opportunity to manufacture products to fill the gap between ready-made
meals and long-life foods with long-life meal solutions. RFG is well placed to exploit these
opportunities through leveraging its expertise in both product formats.

Packaging innovations
RFG’s culture of continuous innovation will continue to offer points-of-difference relative to competing
offerings, rather than just price.

Growing product range through new product development
RFG believes it will be able to expand its product offering in its existing categories and leverage its
strong brands.

Increasing market penetration
Historically, RFG has limited its marketing spend, while still achieving significant market share growth
across all major categories. In addition, the Company has a proven track record in acquiring under-
performing brands and successfully repositioning them. Furthermore, there is potential for geographic
expansion, product extension and entry into new market segments, as has most recently been
achieved by the launch of RFG’s honey offering. RFG will continue to use proven methods for
increasing volume growth, which include increasing production efficiency, improving logistics and
capitalising on under-utilised distribution channels.

Africa expansion opportunity
There is a significant opportunity for Bull Brand and other RFG brands to expand into selected
markets in Africa, starting with South Africa’s neighbouring states and other Sub-Saharan countries.
Market penetration for RFG’s canned meat offering is lower than that for the rest of its long-life
product range, highlighting the growth potential for Bull Brand. Existing facilities at the Bull Brand
factory in Krugersdorp can be scaled up at limited cost. This represents an extremely attractive
opportunity for RFG to leverage its brands and existing facilities and benefit from faster growing
African countries.

Ongoing upgrade of production facilities
Projects are already underway to automate production processes further, which will increase
efficiency and capacity to support growth.

5.    Use of proceeds
The net proceeds received by the Company following the issue of the Subscription Shares will be
used to:
-     settle the mezzanine loan facility, amounting to R169 million, and reduce the working capital
      facility utilisation;
-     settle R257 million of subordinated funding provided by Capitalworks to facilitate the Group
      Restructuring and specifically the acquisition by Management of its 29% shareholding in the
-     invest in capacity expansion; and
-     provide the Company with greater balance sheet flexibility to accelerate its strategic growth
The planned settlement of the bank borrowings and subordinated funding as envisaged above has
enabled RFG to renegotiate its banking facilities, which will result in an extension of the term of the
debt. Pre-tax cost savings from the settlement, extension and reduction in rates are estimated to be
R76 million for the September 2015 financial year.
RFG will not receive any proceeds from the sale of the Sale Shares to be sold by the Selling
Shareholders or Overallotment Shares, if any, to be sold by Capitalworks.

6.    Directors and management
The directors of RFG on the Listing Date are set out below:

 Name (age)                Position                      Nationality        Business address
 Dr. Yvonne Muthien        Independent Chairperson       South African      Pniel Road
 (57)                                                                       Groot Drakenstein

 Bruce Alan Scott          CEO/Executive Director        South African      Pniel Road
 Henderson (50)                                                             Groot Drakenstein

 Christiaan Cornelius      CFO/ Executive Director       South African      Pniel Road
 Schoombie (52)                                                             Groot Drakenstein

 Mark Bower (59)           Independent Non-              South African      Pniel Road
                           executive Director                               Groot Drakenstein

 Thabo Patrick Leeuw       Independent Non-              South African      Thesele Group
 (51)                      executive director                               28 Fricker Road

 Lehlohonolo Andrew        Independent Non-              South African      83 Bayhill Avenue
 Makenete (47)             executive Director                               Eagle Canyon
                                                                            3 Blueberry Road

 Chad Leonard Smart        Non-executive Director        South African      25 Farringdon Street
 (41)                                                                       London
                                                                            EC4A 4AB
                                                                            United Kingdom

 Garth John Henry          Non-executive Director        South African      Capitalworks
 Willis (42)                                                                24 Central Building
                                                                            Corner of Gwen Lane
                                                                            and Fredman Drive

7.    Important dates and times
Key action                                                                                         2014
Opening date of the Offer at 09:00 on                                          Monday      15 September
Last date and time for indications of interest for purposes
of bookbuilding to be received up until 12:00 on                             Thursday      25 September
Successful applicants advised of allocations on                              Thursday      25 September
Publication date of the final Offer Price and final number
of Offer Shares released in the press and on SENS on                           Friday      26 September
Listing Date at 09:00 on                                                     Thursday         2 October

8.    Copies of the Pre-listing Statement
The Pre-listing Statement is only available in English and copies may be viewed on the Company’s
website or, by eligible investors, during normal business hours from Monday, 15 September 2014 until
Thursday, 25 September 2014 from RFG, RMB and Computershare Investor Services (Proprietary)
Limited as follows:

RFG                                                  RMB
Pniel Road                                           1 Merchant Place
Groot Drakenstein                                    Cnr Rivonia Road and Fredman Drive
7680                                                 Sandton 2196
Western Cape                                         Johannesburg
South Africa                                         South Africa

Computershare Investor Services (Proprietary)
Ground Floor
70 Marshall Street
Marshalltown 2107
South Africa

Groot Drakenstein
15 September 2014

Joint Bookrunners
Morgan Stanley & Co. International plc
Rand Merchant Bank (a division of FirstRand Bank Limited)
Renaissance Securities (Cyprus) Limited

Transaction Sponsor and Stabilisation Manager
Rand Merchant Bank (a division of FirstRand Bank Limited)

Webber Wentzel, South African legal advisor to the Company
Davis Polk & Wardwell London LLP, U.S. counsel & English legal advisor to the Joint Bookrunners

Reporting Accountants and Auditors
Deloitte & Touche

This abridged pre-listing statement does not constitute an offer of securities for sale in the United
States or any other jurisdiction. The securities have not been, and will not be, registered under the
US Securities Act of 1933, as amended (the “US Securities Act”) or under the securities legislation of
any state or territory or jurisdiction of the United States or any other jurisdiction and may not be
offered, sold, transferred or delivered, directly or indirectly, in or into the United States except
pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the
US Securities Act and in compliance with any applicable securities laws of any states or other
jurisdiction of the United States. There will be no public offering in the United States. RFG is not
registered and will not be registered under the US Investment Company Act of 1940, as amended,
and related rules. This document does not constitute or form part of any offer or invitation to sell, or
any solicitation of any offer to purchase nor shall it (or any part of it) or the fact of its distribution, form
the basis of, or be relied on in connection with, any contract therefore. Any proposed listing and
distribution of this document and other information in connection with a potential listing may be
restricted by law in certain jurisdictions, and persons into whose possession any document or other
information referred to herein comes should inform themselves about and observe any such
restriction. Any failure to comply with these restrictions may constitute a violation of the securities laws
of any such jurisdiction.

This abridged pre-listing statement does not constitute an offer of securities to the public in the United
Kingdom. This communication is directed only at (i) persons who are outside the United Kingdom; or
(ii) persons who have professional experience in matters relating to investments falling within
Article 19(1) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the
“Order”); (iii) high net worth entities falling within Article 49(2) of the Order; and (iv) other persons to
whom it may lawfully be communicated (all such persons together being referred to as “relevant
persons”). Any investment activity to which this communication relates will only be available to, and
will only be engaged with, relevant persons. Any person who is not a relevant person should not act
or rely on this document or any of its contents.

Any offer of securities to the public that may be deemed to be made pursuant to this communication
in any EEA Member State that has implemented Directive 2003/71/EC (together with any applicable
implementing measures in any Member State, the “Prospectus Directive”) is only addressed to
qualified investors in that Member State within the meaning of the Prospectus Directive.

Copies of this abridged pre-listing statement are not being made and may not be distributed or sent
into the United States, Canada, Australia or Japan or in any other jurisdiction where it is unlawful to
do so.

This abridged pre-listing statement is not a prospectus and the Offer referred to herein will not be
open to the public. This abridged pre-listing statement does not constitute an offer to the public for the
sale of or subscription for, or the solicitation of an offer to buy or subscribe for, shares as defined in
the Companies Act No. 71 of 2008 (the “Act”) or otherwise, and will not be distributed to any person in
South Africa in any manner which could be construed as an offer to the public in terms of the Act.

This abridged pre-listing statement may include statements that are, or may be deemed to be,
“forward-looking statements”. These forward-looking statements may be identified by the use of
forward-looking terminology, including the terms “believes”, “estimates”, “plans”, “projects”,
“anticipates”, “expects”, “intends”, “may”, “will” or “should” or, in each case, their negative or other
variations or comparable terminology, or by discussions of strategy, plans, objectives, goals, future
events or intentions. Forward-looking statements may and often do differ materially from actual
results. Any forward-looking statements reflect the Company’s current view with respect to future
events and are subject to risks relating to future events and other risks, uncertainties and
assumptions relating to the Company’s business, results of operations, financial position, liquidity,
prospects, growth and strategies. Forward-looking statements speak only as of the date they are

Each of the Company, Morgan Stanley & Co. International plc (“Morgan Stanley”), Rand Merchant
Bank (a division of FirstRand Bank Limited) (“RMB”), Renaissance Securities (Cyprus) Limited
(“Renaissance”) and their respective affiliates expressly disclaims any obligation or undertaking to                                                                                                            
update, review or revise any forward looking statement contained in this abridged pre-listing
statement whether as a result of new information, future developments or otherwise.

None of Morgan Stanley, RMB, Renaissance or any of their respective directors, officers, employees,
advisers or agents accepts any responsibility or liability whatsoever for/or makes any representation
or warranty, express or implied, as to the truth, accuracy or completeness of the information in this
abridged pre-listing statement (or whether any information has been omitted from the abridged pre-
listing statement) or any other information relating to the Company, its subsidiaries or associated
companies, whether written, oral or in a visual or electronic form, and howsoever transmitted or made
available or for any loss howsoever arising from any use of the abridged pre-listing statement or its
contents or otherwise arising in connection therewith.

Each of Morgan Stanley, RMB and Renaissance is acting exclusively for RFG and no-one else in
connection with the Offer. They will not regard any other person as their respective clients in relation
to the Offer and will not be responsible to anyone other than RFG for providing the protections
afforded to their respective clients, nor for providing advice in relation to the Offer, the contents of this
abridged pre-listing statement or any transaction, arrangement or other matter referred to herein.

In connection with the Offer, each of Morgan Stanley, RMB, Renaissance and any of their respective
affiliates, acting as investors for their own accounts, may subscribe for or purchase shares and in that
capacity may retain, purchase, sell, offer to sell or otherwise deal for their own accounts in such
shares and other securities of RFG or related investments in connection with the Offer or otherwise.
Accordingly, references in the Pre-listing Statement to the shares being issued, offered, subscribed,
acquired, placed or otherwise dealt in should be read as including any issue or offer to, or
subscription, acquisition, placing or dealing by any of Morgan Stanley, RMB and Renaissance and
any of their respective affiliates acting as investors for their own accounts. In addition, Morgan
Stanley, RMB and Renaissance may enter into financing arrangements and swaps in connection with
which they or their affiliates may from time to time acquire, hold or dispose of shares. None of Morgan
Stanley, RMB and Renaissance nor any of their respective affiliates intends to disclose the extent of
any such investment or transactions otherwise than in accordance with any legal or regulatory
obligations to do so.                                                                         

Date: 15/09/2014 08:00:00 
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