Voluntary Announcement: Acquisition of the Pioneer Foods Frozen Foods Business

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

VOLUNTARY ANNOUNCEMENT: ACQUISITION OF THE PIONEER FOODS FROZEN FOODS BUSINESS

Introduction and overview
Shareholders are advised that the Company's wholly-owned subsidiary, Rhodes Food Group Proprietary Limited
("Rhodes Food"), and Pioneer Foods Wellingtons Proprietary Limited ("Pioneer Foods Wellingtons") have entered
into an agreement dated 2 June 2021 ("Agreement") in terms of which Rhodes Food will acquire the frozen foods
business of Pioneer Foods Wellingtons as a going concern, save for any operations in Botswana and eSwatini ("the
Business") (“the Acquisition”).

Description of the Business
The product range of the Business includes frozen pies, pastry, sausage rolls, pizza and party packs under the well-
established brands Today, Mama’s, Big Jack and Man’s Meal. The Business has a strong presence in the frozen pies
and pastry segment, and services the South African top end retail market. Manufacturing is conducted from a
facility in Atlantis, Western Cape and products are distributed nationally.

Rationale for the Acquisition
The board of RFG believes that the Acquisition presents an attractive investment opportunity which is aligned with
RFG's strategy of expanding its existing business operations through value accretive acquisitions. The board
believes that the frozen pie and snack category in the top end retail market complements RFG’s growing pies and
pastries business and that the Acquisition has the potential to generate good synergies for the Company.

Effective date
The expected effective date of the Acquisition, depending on the timing of the fulfilment of the conditions
precedent, will be 1 January 2022.

Conditions precedent
The Acquisition is subject to various conditions precedent which are standard for a transaction of this nature,
including the unconditional approval by the South African Competition Commission, or approval with conditions
that are acceptable to both RFG and Pioneer Foods Wellingtons.

Categorisation of the Acquisition
The Acquisition does not constitute a categorised transaction in terms of the JSE Limited Listings Requirements and
this announcement is therefore made on a voluntary basis.

Groot Drakenstein
6 July 2021

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

Legal Advisor
Oosthuizen & Co Incorporated

Date: 06-07-2021 01:40:00

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