SENS Headlines
Joint announcement in relation to Premier’s firm intention to acquire RFG, and delisting of RFG from the JSE
RFG Holdings Limited Premier Group Limited
Incorporated in the Republic of South Africa Incorporated in the Republic of South Africa
Registration number: 2012/074392/06 Registration number: 2007/016008/06
Share code: RFG Share code: PMR
ISIN: ZAE000191979 ISIN: ZAE000320321
Hereinafter, "RFG" Hereinafter, "Premier"
JOINT ANNOUNCEMENT IN RELATION TO PREMIER'S FIRM INTENTION TO ACQUIRE ALL OF THE
ISSUED ORDINARY SHARES IN RFG, EXCLUDING TREASURY SHARES, BY WAY OF SCHEME OF
ARRANGEMENT, AND THE PROPOSED DELISTING OF RFG SHARES FROM THE JSE
1. INTRODUCTION
Shareholders of RFG ("RFG Shareholders") and shareholders of Premier ("Premier Shareholders") are
advised that Premier and RFG entered into a transaction implementation agreement ("TIA") on 15 October
2025 in terms of which Premier will make an offer to acquire all of the issued ordinary shares in RFG ("RFG
Shares"), excluding RFG Shares held by RFG or its subsidiaries ("Treasury Shares") ("Offer Shares") in
exchange for: (i) the issue by Premier of ordinary shares in Premier ("Premier Shares"), in the ratio of 1
Premier Share for every 7 RFG Shares ("Share Swap Ratio"); and (ii) a cash amount in respect of any
fractional entitlement to Premier Shares, as more fully detailed in paragraph 4.2.2 below ("Scheme
Consideration"), (the "Offer"). The Share Swap Ratio is based on a reference price of R22.00 per RFG
Share and a reference price of R154.00 per Premier Share.
Following implementation of the Scheme (as defined below), RFG Shareholders will receive Premier Shares
and become shareholders in Premier holding an aggregate 22.5% stake in the combined group, and the
listing of the RFG Shares on the Main Board of the securities exchange operated by the JSE Limited ("JSE")
will be terminated ("Delisting"). The Offer and the Delisting are hereinafter referred to as the "Transaction".
The purpose of this joint firm intention announcement is to, inter alia, advise both RFG Shareholders and
Premier Shareholders of the Transaction and terms and conditions in relation thereto.
2. INFORMATION ABOUT PREMIER
Premier is a South African consumer-packaged goods company, founded in 1824 and headquartered in
Waterfall, Midrand. It operates through two operating divisions: (i) Millbake, which produces and distributes
bread, maize, and wheat products, and (ii) Groceries and International, comprising sugar confectionery,
home and personal care ("HPC") products and various manufacturing operations in Mozambique. Premier's
brand portfolio comprises 38 consumer brands, across five categories and complemented by a strategic
private label offering. Premier's brands include Blue Ribbon, BB Bread, Snowflake, Iwisa, Super Sun, Nyala,
Manhattan's, Lil-Lets and Dove.
Premier's manufacturing footprint comprises 30 mills, bakeries and plants, supported by 28 distribution
depots in South Africa, Mozambique, Eswatini and Lesotho, as well as a HPC sales office in the United
Kingdom. Premier exports 14 brands in its portfolio from South Africa to 41 countries worldwide.
Premier is a leading company in the Southern African fast-moving consumer goods ("FMCG") sector, with
a 28% share of the South African formal bread market, 38% of the wheat market, 15% of the sugar
confectionery market and 22% of the South African feminine care market.
Premier continues to expand market share through innovation and a disciplined low-cost operating model,
supported by an extensive, long-term investment programme in its manufacturing footprint. Recent capital
investment into state-of-the-art mega-bakeries, alongside the integration of bolt-on acquisitions, will unlock
efficiencies and support further margin enhancement. Premier has a track record of delivering compelling
returns on invested capital, reinforcing its strategic value proposition and long-term growth potential.
Premier Shares debuted on the JSE at R53.82 per Premier Share on 24 March 2023. Having met the
minimum free float and liquidity criteria, Premier was included in the FTSE/JSE All Share Index with effect
from September 2024.
In terms of financial performance since listing to 31 March 2025, Premier has achieved a compound annual
growth rate of 11% per annum for revenue and 16% per annum for earnings before interest, taxation,
depreciation and amortisation ("EBITDA"), and 22% for headline earnings per share ("HEPS").
In addition, Premier has continued to show superior financial returns for shareholders highlighted by a return
on invested capital ("ROIC") that has grown to 24.9% as at 31 March 2025, notwithstanding Premier's
ongoing capital investment programme which has seen Premier invest R2.8 billion in capital expenditure
over the past five years. ROIC is a key performance measure for Premier and displays Premier's
commitment to value enhancing capital allocation and delivering superior returns for its shareholders.
Premier also maintains a strong free cash conversion (which was c.73% for the 12 months ended 31 March
2025) and net debt as at 31 March 2025 of R1.7 billion, translating into a leverage ratio of 0.7x.
Premier has demonstrated its ability to generate attractive financial returns for its shareholders
notwithstanding volatile macro-economic and soft-commodity cycles. Since listing on the JSE in March
2023, Premier has been rewarded in its rating and share price appreciation with significant growth in its
market value to its current level of R19.76 billion as at 14 October 2025.
3. RATIONALE FOR THE TRANSACTION
The Transaction represents an opportunity for both RFG Shareholders and Premier's shareholders to
participate in the future growth of the combined group. The combined group would have a combined annual
revenue of c.R27.9 billion and profit after tax of c.R1.7bn, which will significantly increase the scale of its
operations.
As a leading producer of convenience meal solutions with strong market positions across key fresh and
long-life categories, RFG represents a complementary addition to the Premier portfolio. Its diversified and
well-balanced offerings align strategically with Premier's existing product base and broadens Premier's
category reach and market presence. Furthermore, while the two businesses share common customers
and sales channels, there is no overlap of operations between RFG and Premier in terms of the products
they produce and the categories they currently operate in.
It is anticipated that the current senior RFG management will remain in their positions to continue running
RFG operations as part of Premier. This is expected to result in the continuity of RFG's operations and
customer service within Premier, while generating significant efficiencies over the medium term. The
Transaction represents an attractive opportunity to unlock value through the integration of RFG into Premier
and the realisation of synergies between the two businesses.
Based on the Share Swap Ratio, the Scheme Consideration represents a premium per RFG Share of:
- 35.6% based on the closing prices of a Premier Share and an RFG Share on 14 October 2025 of
R153.28 and R16.15 respectively;
- 37.5% based on the 30-day volume-weighted average price ("VWAP") of a Premier Share and an
RFG Share to 14 October 2025 of R148.45 and R15.42 respectively, and
- 37.2% based on the VWAP of a Premier Share and an RFG Share since 16 September 2025 of
R153.50 and R15.98 respectively, being the date that Premier released a trading statement for the
six months ending 30 September 2025 and RFG released a trading update for the 11 months
ended August 2025, as published on the JSE Stock Exchange News Services ("SENS").
The Offer therefore provides RFG Shareholders with a premium to the trading price of their RFG Shares.
The acquisition of RFG by Premier and the issue of Premier Shares as Scheme Consideration will add to
Premier's free float on the JSE, further boosting liquidity in the Premier Share.
4. SALIENT TERMS OF THE OFFER
4.1. Scheme
4.1.1. The Scheme constitutes an "affected transaction" as defined in section 117(1)(c)(iii)) of the
Companies Act 71 of 2008, as amended ("Companies Act") and, as such, the Scheme is
regulated by the Companies Act and the Companies Regulations, 2011, promulgated under the
Companies Act ("Companies Regulations").
4.1.2. The Offer will be implemented by way of a scheme of arrangement between the board of directors
of RFG ("RFG Board") and RFG Shareholders in terms of section 114(1) read with section 115 of
the Companies Act and paragraph 1.17(b) of the JSE Limited Listings Requirements ("JSE
Listings Requirements"), in terms of which Premier will acquire all the Offer Shares ("Scheme").
4.1.3. In the event that the Scheme becomes operative, each RFG Shareholder (excluding those RFG
Shareholders who exercise appraisal rights in accordance with section 164 of the Companies Act
("Appraisal Rights") as a consequence of the approval of the Scheme ("Dissenting
Shareholders")), ("Scheme Participants") will be deemed to have disposed of all of the Offer
Shares held by them to Premier in terms of the Scheme, for the Scheme Consideration.
4.2. Scheme Consideration
4.2.1. Premier shall allot and issue to Scheme Participants 1 new Premier Share for every 7 RFG Shares
held by such Scheme Participant and acquired in terms of the Scheme.
4.2.2. Where a Scheme Participant's entitlement to the Scheme Consideration results in a fractional
entitlement to Premier Shares, this will be settled by way of a cash payment by Premier to the
Scheme Participant, calculated as the volume weighted average price at which a Premier Share
trades on the JSE on the last day to trade in RFG Shares in order to be recorded in RFG's
securities register on the Scheme record date, as published by or derived from data published by
Bloomberg L.P., less 10%, multiplied by the fractional entitlement ("Scheme Consideration
Cash").
4.3. Scheme Conditions
4.3.1. The Scheme is subject to the fulfilment or waiver of the following conditions precedent ("Scheme
Conditions"):
4.3.1.1. by no later than the 30th business day after the date on which the combined Offer
circular to RFG Shareholders ("Scheme Circular") is posted to RFG Shareholders, the
Scheme is approved by way of a special resolution ("Scheme Resolution") adopted
by the requisite majority of RFG Shareholders at a general meeting ("General
Meeting") in accordance with section 115(2)(a) of the Companies Act, and in the event
of the provisions of section 115(2)(c) of the Companies Act becoming applicable, then
by no later than the 40th business day after the Scheme Resolution is adopted –
4.3.1.1.1. (i) the High Court of South Africa has declined to set aside the Scheme
Resolution and/or approves the implementation of the Scheme
Resolution and no appeal against or review of such decision is timeously
lodged or, if timeously lodged, the appeal or review is not successful; or
(ii) the provisions of section 115(2)(c) of the Companies Act cease to be
applicable; and
4.3.1.1.2. if applicable, RFG does not treat the Scheme Resolution as a nullity as
contemplated in section 115(5)(b) of the Companies Act;
4.3.1.2. with regards to RFG Shareholders exercising their Appraisal Rights (if any), either:
4.3.1.2.1. (i) no RFG Shareholder gives notice objecting to the Scheme Resolution
as contemplated in section 164(3) of the Companies Act; or (ii) RFG
Shareholders give notice objecting to the Scheme Resolution as
contemplated in section 164(3) of the Companies Act and vote against
the Scheme Resolution at the General Meeting in respect of less than
5% of all the RFG Shares in issue (excluding Treasury Shares). Any
notice of objection given by an RFG Shareholder which is subsequently
withdrawn before the Scheme Resolution is voted on will reduce the
number of RFG Shares in respect of which notices of objection are
considered to be given; or
4.3.1.2.2. if RFG Shareholders give notice objecting to the Scheme Resolution as
contemplated in section 164(3) of the Companies Act and vote against
the Scheme Resolution in respect of more than 5% of all the RFG Shares
in issue (excluding Treasury Shares), then, within the relevant time
period stipulated in section 164(7) of the Companies Act ("Exercise
Period"), Dissenting Shareholders have not exercised Appraisal Rights
by giving valid demands in terms of sections 164(5) to 164(8) of the
Companies Act, in respect of more than 5% of all the RFG Shares in
issue (excluding Treasury Shares), provided that any demand made in
terms of sections 164(5) to 164(8) of the Companies Act which is
subsequently withdrawn on or before expiry of the Exercise Period will
reduce the number of RFG Shares in respect of which Appraisal Rights
are exercised and in the circumstances, this Scheme Condition will not
be considered to have failed until expiry of the Exercise Period,
notwithstanding the fact that Dissenting Shareholders may initially have
exercised their Appraisal Rights in respect of more than 5% of all the
RFG Shares in issue (excluding Treasury Shares) prior to such date;
4.3.1.3. by no later than 23h59 on 30 September 2026, or such other time and date as may be
agreed in writing between Premier and RFG from time to time, provided that if either
Premier or RFG delivers a MAC Event Notice (defined in paragraph 4.3.1.5.1 below)
before the date on which each of the Scheme Conditions in paragraphs 4.3.1.1 to
4.3.1.4 has been fulfilled or waived, the Long Stop Date will be the later of (i) the then
applicable Long Stop Date; (ii) the date occurring 5 business days after the expiry of
the period for either Premier or RFG to deliver a written notice to the party calling the
MAC disputing that a Material Adverse Change has occurred ("MAC Dispute Notice")
if no MAC Dispute Notice has been delivered and (iii) the date occurring 5 business
days after the date on which a MAC determination has been made by the appointed
expert if a MAC Dispute Notice has been delivered (the "Long Stop Date"), Nedbank
Limited consents to the implementation of the Scheme and the Delisting and
unconditionally and irrevocably waives and undertakes not to exercise its rights to
amend the terms and conditions of the Nedbank Facility Letter (as will be more fully
described in the Scheme Circular) as a result thereof;
4.3.1.4. by no later than the Long Stop Date, the following regulatory consents ("Consents")
are, in each case, received on an unconditional basis or, to the extent that any such
Consents are subject to any obligation, undertaking, condition or qualification, each of
Premier and RFG confirm in writing to the other that the obligation, undertaking,
condition or qualification is acceptable to it, which confirmation shall not be
unreasonably withheld or delayed:
4.3.1.4.1. the approval of the Transaction by the competition authorities in the
relevant jurisdictions, including in South Africa, Eswatini, Namibia and
Botswana; and
4.3.1.4.2. the approval of the JSE of the Transaction to the extent required in terms
of the JSE Listings Requirements; and
4.3.1.5. either:
4.3.1.5.1. by the date on which the last of the Scheme Conditions in sub-
paragraphs 4.3.1.1 to 4.3.1.4 has been fulfilled or waived, neither
Premier nor RFG has delivered a notice to the other ("Other Party")
informing the Other Party that it is of the view that a Material Adverse
Change has occurred in relation to the Other Party (or its relevant
material subsidiary) ("MAC Event Notice"), or
4.3.1.5.2. if Premier or RFG has delivered a MAC Event Notice before the date on
which the last of the Scheme Conditions in paragraphs 4.3.1.1 to 4.3.1.4
has been fulfilled or waived, then either (i) the appointed expert has
delivered a determination which states that no Material Adverse Change
has occurred or (ii) the appointed expert has delivered a determination
which states that a Material Adverse Change has occurred but the
Scheme has not been terminated, as contemplated in paragraph 6.1.4.
4.3.2. The Scheme Condition/s envisaged in:
4.3.2.1. paragraph 4.3.1.1.1 is for the benefit of Premier who, shall be entitled to, upon written
notice to RFG prior to such Scheme Condition having failed, (i) extend the time and/or
date for fulfilment or waiver of such Scheme Condition from time to time, provided that
such extension shall not be beyond the Long Stop Date unless RFG consents thereto
in writing; and/or (ii) waive fulfilment of any such Scheme Condition, in whole or in part;
and
4.3.2.2. paragraphs 4.3.1.1, 4.3.1.2.2, 4.3.1.3, 4.3.1.4, and 4.3.1.5 are for the benefit of Premier
and RFG who shall be entitled to, by agreement in writing prior to any such Scheme
Condition having failed, (i) extend the time and/or date for fulfilment or waiver of any
such Scheme Condition from time to time; and/or (ii) waive fulfilment of any such
Scheme Condition, in whole or in part.
4.3.3. Any extension to a date for fulfilment or waiver of a Scheme Condition will be published on SENS
and, if required, in the South African press.
4.3.4. Notwithstanding fulfilment or waiver of the Scheme Conditions, implementation of the Scheme will
be conditional on the Takeover Regulation Panel established in terms of section 196 of the
Companies Act ("TRP") issuing a compliance certificate with respect to the Offer in terms of
section 121(b) of the Companies Act ("Compliance Certificate"). If the Compliance Certificate is
not issued within 15 business days after the date on which all of the Scheme Conditions are
fulfilled or waived, as the case may be, (or such later date as may be agreed to between RFG
and Premier), then the Scheme will terminate and will be of no further force or effect.
5. DISTRIBUTIONS
Under the terms of the Transaction, RFG shall be entitled to declare and pay a distribution after the signature
date of the TIA ("Signature Date") in line with its current dividend policy which is to declare a distribution
not exceeding an amount equal to 50% of its HEPS for the 12-month period ended on 28 September 2025,
less the amount of the interim cash dividend declared by RFG in respect of the six months ended 31 March
2025 that was paid on 7 July 2025 (the "RFG Permitted Distribution").
Premier shall be entitled to make an interim special cash distribution after the Signature Date not exceeding
an amount in aggregate equal to 30% of Premier's HEPS for the six-month period ended on 30 September
2025 (each a "Premier Permitted Distribution").
6. TERMINATION
6.1. The Scheme shall terminate with immediate effect upon the occurrence of any of the events set out
below, which termination, for avoidance of doubt, may only occur before all of the Scheme Conditions
have been fulfilled or waived:
6.1.1. upon written notice by Premier to RFG:
6.1.1.1. if the RFG Independent Expert Report states that the Scheme and the Scheme
Consideration are fair and reasonable, but the RFG Independent Board (as defined
below) concludes that the Scheme Consideration is not fair and/or reasonable or after
the Scheme Circular is issued, the RFG Independent Board's opinion which was
included in the Scheme Circular is withdrawn or adversely amended, modified or
qualified; or
6.1.1.2. if the RFG Independent Board recommends an Alternative Transaction (defined below)
to the RFG Shareholders (details of which shall be set out in the Scheme Circular);
6.1.2. if any Scheme Condition, which may be waived by RFG and Premier becomes incapable of
fulfilment, and RFG or Premier notifies the other in writing that it will not waive that Scheme
Condition;
6.1.3. if any or all of the Scheme Conditions have not been fulfilled or waived, on or before the relevant
date/s for fulfilment or waiver thereof;
6.1.4. if a Material Adverse Change is agreed, or determined by an expert to have occurred and Premier
or RFG gives written notice to the other to the effect that a Material Adverse Change (as envisaged
in paragraph 6.1.6) has occurred;
6.1.5. upon written notice by Premier or RFG (as the case may be) to the other party if that other party
(the "Defaulting Party") commits a breach of any material provision of the TIA (details of which
will be set out in the Scheme Circular) and, if such breach is capable of remedy, the Defaulting
Party has failed to remedy such breach within 5 business days of receipt of a notice by the
Defaulting Party from the other party requesting such remedy; or
6.1.6. upon written notice by Premier to RFG if RFG proposes, recommends or enters into an Alternative
Transaction or any agreement related to an Alternative Transaction, unless the terms of such
Alternative Transaction are more favourable to RFG Shareholders and the offer consideration
under such Alternative Transaction is at least 15% higher than the 20-day VWAP of a Premier
Share as at 14 October 2025 ("Superior Proposal").
7. MATERIAL ADVERSE CHANGE
7.1. A Material Adverse Change shall occur if, between the period between the Signature Date and the date
immediately preceding the date on which all of the Scheme Conditions have been fulfilled or waived,
as the case may be ("MAC Period"):
7.1.1. any event occurs during the MAC Period, which:
7.1.1.1. causes the EBITDA of the RFG group for any 12-month period ending during the MAC
Period to be less than ZAR1.0 billion ("RFG MAC Threshold"); or
7.1.1.2. will, or is reasonably likely to cause the EBITDA of the RFG group for the 12-month
period following such event, to be less than the RFG MAC Threshold; or
7.1.1.3. causes the EBITDA of the Premier group for any 12-month period ending during the
MAC Period to be less than ZAR2.4 billion ("Premier MAC Threshold");
7.1.1.4. will, or is reasonably likely to cause the EBITDA of the Premier group for the 12-month
period following such event to be less than the Premier MAC Threshold,
provided that a Material Adverse Change shall not be regarded as having occurred as a
result of any impact, or reasonably foreseeable impact, caused by any (or a combination
of any) of the following events, circumstances, effects, occurrences or states of affairs: (i)
changes after the Signature Date to accounting practices which are included in the
accounting principles (or the authoritative interpretation thereof); (ii) changes after the
Signature Date to applicable law; (iii) any acts of God, natural disasters, political instability,
terrorism, armed hostilities, war, sabotage or insurrection or any escalation or worsening of
any of the aforesaid events; (iv) any epidemic, pandemic or disease outbreak or any
escalation or worsening of any epidemic, pandemic or disease outbreak; (v) changes in the
stock markets, interest rates, currency exchange rates, commodity prices, tariffs or other
economic conditions; (vi) the announcement of the Transaction; (vii) any matter fairly
disclosed in the virtual data rooms relating to the Transaction; or (viii) the incurral or
payment of market related advisory and transaction fees and costs in relation to the
Transaction ("Transaction Costs") in circumstances where, taken alone, the Transaction
Costs will not result, or are not reasonably likely to result, in the EBITDA of the RFG group
or the Premier Group for the relevant period being equal to or greater than the RFG MAC
Threshold or the Premier MAC Threshold, as the case may be, but when combined with
any other events, circumstances, effects, occurrences or states of affairs, the Transaction
Costs will result, or are reasonably likely to result, in the EBITDA of the RFG group or the
Premier group for the relevant period being less than the RFG MAC Threshold or the
Premier MAC Threshold, as the case may be or (ix) the treatment of unexercised "Share
Appreciation Rights" under the Rhodes Food Group Limited 2015 Share Plan ("2015 Share
Plan") and unvested "Conditional Performance Shares" and "Forfeitable Restricted
Shares" under the RFG Holdings Limited 2021 Share Plan ("2021 Share Plan"), as a result
of the Transaction;
7.1.2. an insolvency event occurs in respect of RFG or Premier at any time during the MAC Period; or
7.1.3. the RFG Shares or the Premier Shares, as the case may be, are delisted or are suspended from
the JSE (other than in the course of giving effect to the Transaction) during the MAC Period.
7.2. Any dispute between RFG and Premier in relation to whether a Material Adverse Change has occurred
or is occurring shall be determined by an expert jointly appointed by Premier and RFG.
7.3. Further details of the Material Adverse Change will be included in the Scheme Circular.
8. BREAK FEE
8.1. A break fee equivalent to 1% of the value of the aggregate Scheme Consideration shall be payable in
the following instances:
8.1.1. by RFG to Premier if:
8.1.1.1. RFG proposes, recommends or enters into another transaction, or any agreement
related to such other transaction, which will preclude or impede the Transaction
("Alternative Transaction") (unless such Alternative Transaction amounts to a Superior
Proposal), and the Scheme is terminated as contemplated in paragraph 6.1.6; or
8.1.1.2. the Independent Expert Opinion concludes that the Scheme and/or the Scheme
Consideration is fair and reasonable but the RFG Board resolves not to propose the
Scheme, or does not include a recommendation in the Scheme Circular to the effect that it
recommends that RFG Shareholders vote in favour of the Scheme Resolution and the
Scheme is not implemented; or
8.1.2. by the Defaulting Party to the other if the Scheme is terminated as a result of the defaulting party
committing a breach of any "material" provision of the TIA as envisaged in paragraph 6.1.5.
8.2. Further details of the "material" provisions of the TIA will be included in the Scheme Circular.
9. EXCLUSIVITY AND NON-SOLICITATION UNDERTAKINGS
RFG has provided certain exclusivity and non-solicitation undertakings to Premier that are appropriate for
a transaction of this nature. RFG's exclusivity and non-solicitation undertakings shall not detract or restrict
(i) the RFG Board or the Independent Board from complying with its fiduciary duties to RFG or complying
with any applicable law; (ii) RFG or any member of its group from furnishing non-public information to, or
entering into discussions with any person in response to an unsolicited bona fide Alternative Transaction if
the RFG Board or the Independent Board, as the case may be, concludes, acting in good faith, that such
action is (a) required in order for it to comply with its obligations under the Companies Act, the Companies
Regulations or any other applicable law; or (b) in connection with an Alternative Transaction which may
result in a Superior Proposal. Further details of these undertakings will be included in the Scheme Circular.
10.CATEGORISATION FOR PREMIER
The Transaction constitutes a category 2 transaction for Premier in terms of the JSE Listings Requirements,
and accordingly, the approval of Premier's shareholders for entering into and implementing the Transaction
is not required.
11.PRO FORMA FINANCIAL INFORMATION
The table below sets out the pro forma financial effects of the Scheme on Premier ordinary shareholders
and has been prepared for illustrative purposes only, to enable Scheme Participants and Premier ordinary
shareholders to assess the impact of the Transaction.
The pro forma financial effects set out below are the responsibility of the directors of Premier and have not
been reviewed or reported on by Premier's reporting accountants or auditors.
Due to their nature, the pro forma financial effects may not fairly present the financial position or the effect
on earnings, changes in equity or cash flows of Premier Shares after implementation of the Scheme.
The pro forma financial effects have been prepared in accordance with the JSE Listings Requirements, the
Companies Regulations, International Financial Reporting Standards ("IFRS"), the accounting policies
adopted by Premier and RFG and the SAICA Guide On Pro Forma Financial Information.
Pro forma financial effects on Premier:
Cents per Premier Share Before(1) Pro forma after(2) % change
Basic earnings(3) 936 1,066 14%
Diluted basic earnings(3) 898 1,032 15%
Headline earnings(3) 943 1,078 14%
Diluted headline earnings(2) 904 1,044 15%
Net asset value(4) 3,973 5,337 34%
Tangible net asset value(4) 2,798 4,078 46%
Weighted average ordinary 128,906 166,276 29%
shares in issue ('000)(5)
Diluted weighted average 134,403 171,773 28%
ordinary shares in issue ('000)(5)
Notes to the pro forma financial effects on Premier:
(1) Based on the annual financial statements for the 12 months ended 31 March 2025.
(2) The "pro forma" after reflects the combined earnings of Premier for the 12 months ended 31 March 2025 and RFG for the 12 months ended 30 September 2024
and the combined net asset value as at 31 March 2025.
(3) The basic earnings, diluted earnings, headline earnings and diluted headline earnings pro forma financial effects assume that the Scheme was effective 1 April
2024.
(4) The net asset value and tangible net asset value pro forma financial effects assume that the Scheme effective 31 March 2025.
(5) Represents the weighted average Premier Shares and diluted weighted average number of Premier Shares in issue at 31 March 2025 and includes an adjustment
for the issuance of 37,369,802 shares as the Scheme Consideration.
12.FINANCIAL INFORMATION OF RFG
RFG's reported net asset value and its profit after tax, as disclosed in its latest audited results for the year
ended 29 September 2024, prepared in accordance with IFRS, were R3,840 million and R565 million,
respectively. RFG's reported net asset value per RFG Share and its headline earnings per RFG Share, for
the same period prepared in accordance with IFRS, were R14.79 and 222.17 cents respectively. For the
latest interim results for the six months ending 30 March 2025, RFG's reported net value of assets and its
profit after tax, as disclosed and prepared in accordance with IFRS, was R3,736 million and R230 million
respectively.
RFG's financial information can be accessed on the company's website on https://rfg.com/investors/.
13.INDEPENDENT BOARDS, INDEPENDENT EXPERTS AND FAIR AND REASONABLE OPINIONS
The RFG Board has, in accordance with regulation 108 of the Companies Regulations, constituted the RFG
independent board comprising Yvonne Muthien, Venessa Naidoo, Bongiwe Njobe, Selomane Maitisa and
Tom Blok ("RFG Independent Board") to consider and engage with Premier in relation to the Transaction.
The RFG Independent Board has appointed Valeo Capital Proprietary Limited as the independent expert
("RFG Independent Expert") for purposes of preparing an opinion in respect of the Offer and the Scheme
Consideration in accordance with regulation 90 of the Companies Regulations, as read with sections 114(2)
and 114(3) of the Companies Act ("RFG Independent Expert Report").
The Premier independent board of directors, comprising Harish Ramsumer, Daan Ferreira, Faith Khanyile
and Wandile Sihlobo ("Premier Independent Board"), has appointed BDO Corporate Finance Proprietary
Limited as the independent expert ("Premier Independent Expert") for purposes of preparing an opinion
in respect of the value and price of the Premier Shares in accordance with regulation 110(10)(a) of the
Companies Regulations ("Premier Independent Expert Report").
The RFG Independent Expert Report and Premier Independent Expert Report and the Premier Independent
Board opinion in respect of the value and price of the Premier Shares in accordance with Regulation
110(10)(a) and the opinion of the RFG Independent Board in relation to the Offer and the Scheme
Consideration will be included in the Scheme Circular.
14.BENEFICIAL INTERESTS AND IRREVOCABLE UNDERTAKINGS
As at the date of this announcement, Premier does not have any beneficial interests, or any options to
purchase beneficial interests, in RFG.
As at the date of this announcement, the RFG Shareholders listed below, collectively holding 49.5% of the
aggregate RFG Shares in issue (excluding Treasury Shares), have provided irrevocable undertakings to
vote in favour of the Scheme in respect of the RFG Shares held by them:
RFG Shareholder Number of RFG Shares % Shareholding*
Capitalworks entities 116,388,242 44.5%
The trustees for the time 12,923,836 4.9%
being of the Bruce
Henderson Trust
Total 129,312,078 49.5%
*Note: Rounded percentage of total number of RFG Shares in issue excluding Treasury Shares.
In addition, Premier has received non-binding letters of support indicating their intention to vote in favour of
the Scheme from RFG Shareholders, who collectively hold approximately 28.3% of the total RFG Shares
in issue (excluding Treasury Shares) including PSG Asset Management Proprietary Limited, which holds
6.8% of the RFG Shares in issue (excluding Treasury Shares) and Old Mutual Investment Group Proprietary
Limited which holds 10.5% of the RFG Shares in issue (excluding Treasury Shares).
15.CONFIRMATION OF SUFFICIENT AUTHORISED PREMIER SHARES AND CASH CONFIRMATION
Premier confirms that it has a sufficient number of authorised but unissued Premier Shares to satisfy the
Scheme Consideration on implementation of the Scheme.
In accordance with regulation 111(4) and 111(5) of the Companies Regulations, Premier has also delivered
to the TRP an irrevocable unconditional bank guarantee issued by FirstRand Bank Limited for purposes of
settling the maximum amount of the Scheme Consideration Cash payable to Scheme Participants,
amounting to R500,000. This amount was derived by taking into account the Scheme Consideration Cash
payable in respect of 3,156 Offer Shares, being the maximum number of Offer Shares in respect of which
the Scheme Consideration Cash may become payable.
16.SCHEME CIRCULAR
Premier and RFG will jointly issue the Scheme Circular to RFG Shareholders as contemplated in regulation
106 of the Companies Regulations, containing the full terms and conditions of the Scheme and including
the notice to convene a General Meeting.
RFG Shareholders are advised to refer to the Scheme Circular for the full terms and conditions of the Offer.
In the event of any inconsistency between the provisions of this announcement and the provisions of the
Scheme Circular, the provisions of the Scheme Circular will prevail to the extent of such inconsistency.
The Scheme Circular is expected to be distributed on or about 11 November 2025. A further announcement
relating to the distribution of the Scheme Circular and the salient dates and times regarding the Scheme
will be published on SENS in due course.
17.DELISTING
RFG shall apply to the JSE for the Delisting to be effected following implementation of the Scheme in
accordance with section 1.17(b) of the JSE Listings Requirements.
18.RESPONSIBILITY STATEMENTS
The members of the RFG Independent Board (to the extent that the information relates to RFG) collectively
and individually accept responsibility for the information contained in this announcement and certify that, to
the best of their knowledge and belief, the information contained in this announcement relating to RFG is
true and this announcement does not omit anything that is likely to affect the importance of such information.
The directors of Premier (to the extent that the information relates to Premier) collectively and individually
accept responsibility for the information contained in this announcement and certify that to the best of their
knowledge and belief, the information contained in this announcement relating to Premier is true and this
announcement does not omit anything that is likely to affect the importance of such information.
Groot Drakenstein
16 October 2025
Financial adviser and Transaction sponsor to RFG
Rand Merchant Bank (a division of FirstRand Bank Limited)
Attorneys to RFG
Webber Wentzel
Financial adviser and Transaction sponsor to Premier
Investec Bank Limited
Legal adviser to Premier
DLA Piper Advisory Services Proprietary Limited
Competition law adviser to Premier
Primerio International Limited
Independent Expert to RFG
Valeo Capital Proprietary Limited
Independent Expert to Premier
BDO Corporate Finance Proprietary Limited
Disclaimer
This announcement shall not constitute an offer to buy or the solicitation of an offer to sell securities, nor shall
there be any sale of the securities described herein, in any jurisdiction, in which such offer, solicitation or sale
would be unlawful prior to registration or qualification under the securities laws of such jurisdiction or without an
exemption from the registration or qualification requirements under the securities laws of such jurisdiction.
The distribution of this announcement in certain jurisdictions may be restricted by applicable law and therefore
persons in such jurisdictions into which this announcement is released, published or distributed should inform
themselves about and observe such restrictions.
In the European Economic Area (the "EEA"), this announcement is addressed only to and directed only at,
persons in member states who are "qualified investors" within the meaning of Article 2(e) of Regulation (EU)
2017/1129 ("Qualified Investors"). In the United Kingdom, this announcement is being distributed only to, and
is directed only at, Qualified Investors who are: (i) persons who have professional experience in matters relating
to investments falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion)
Order 2005, as amended (the "Order"), (ii) high net worth entities falling within Article 49(2)(a) to (d) of the
Order, and (iii) persons to whom it may otherwise lawfully be communicated (all such persons together being
referred to as "Relevant Persons"). This announcement must not be acted on or relied on (i) in the United
Kingdom, by persons who are not relevant persons, and (ii) in any member state of the EEA, by persons who
are not Qualified Investors. In the UK and EEA, any investment or investment activity to which this
announcement relates will be available only to (i) in the United Kingdom, relevant persons, and (ii) in any
member state of the EEA, Qualified Investors, and will be engaged in only with such persons.
The Transaction relates to the shares of a South African company and is being made by means of a scheme of
arrangement provided for under the laws of South Africa. A transaction effected by means of a scheme of
arrangement is not subject to the proxy solicitation or tender offer rules under the US Securities Exchange Act
of 1934. Accordingly, the Transaction is subject to disclosure requirements and practices applicable in South
Africa, which are different from the disclosure and other requirements of the US tender offer and proxy
solicitation rules. Neither the SEC, nor any securities commission of any state of the United States, has
approved the Transaction, passed upon the fairness of the Transaction or passed upon the adequacy or
accuracy of this document. Any representation to the contrary is a criminal offence in the United States. The
financial information included in this may not be comparable to financial information of US companies or
companies whose financial statements are prepared in accordance with generally accepted accounting
principles in the US.
The securities mentioned in this document have not been and will not be registered under the US Securities Act
of 1933, as amended (the "US Securities Act"), or with any regulatory authority of any state or other jurisdiction
in the United States and may not be offered, sold, exercised, transferred or delivered, directly or indirectly, in or
into the United States at any time except pursuant to an exemption from, or in a transaction not subject to, the
registration requirements of the US Securities Act and applicable state and other securities laws of the US.
There will be no public offering in the United States.
It may be difficult for US holders of RFG Shares to enforce their rights and any claims they may have arising
under US Federal securities laws in connection with the Transaction, since Premier and RFG are organised
under the laws of a country other than the United States, and some or all of their respective officers and directors
may be residents of countries other than the United States and most of the assets of Premier and RFG are
located outside of the United States. US holders of RFG Shares may not be able to sue a non-US company or
its officers or directors in a non-US court for violations of US Federal securities laws. Further, it may be difficult
to compel a non-US company and its affiliates to subject themselves to a US court's jurisdiction or judgment.
US RFG Shareholders also should be aware that the transaction contemplated herein may have tax
consequences in the US and, that such consequences, if any, are not described herein. US RFG Shareholders
are urged to consult with legal, tax and financial advisers in connection with making a decision regarding this
transaction.
Forward-looking statements
The statements contained in this announcement that are not historical facts are "forward-looking" statements.
These forward-looking statements are subject to a number of substantial risks and uncertainties, many of which
are beyond RFG's and Premier's control and actual results and developments may differ materially from those
expressed or implied by these statements for a variety of factors. These forward-looking statements are
statements based on RFG's and Premier's current intentions, beliefs and expectations about among other
things, RFG's or Premier's results of operations, financial condition, prospects, growth, strategies and the
industry in which RFG or Premier operates. By their nature, forward-looking statements involve risks and
uncertainties because they relate to events and depend on circumstances that may or may not occur in the
future. Many of these risks and uncertainties relate to factors that are beyond RFG's and Premier's ability to
control or estimate precisely, such as changes in taxation, future market conditions, currency fluctuations, the
actions of governmental regulators and other risk factors. Such risks and uncertainties could cause actual
results to vary materially from the future results indicated, expressed or implied in such forward-looking
statements. The forward-looking statements contained in this announcement speak only as of the date of this
announcement and RFG and Premier undertake no duty to update any of them publicly in light of new
information or future events, except to the extent required by applicable law or the JSE Listings Requirements.
No statement in this announcement is intended as a profit forecast or a profit estimate and no statement in this
announcement should be interpreted to mean that earnings per RFG Share or per Premier Share for the current
or future financial years would necessarily match or exceed the historical published earnings per RFG Share or
per Premier Share. Prices and values of, and income from, shares may go down as well as up and an investor
may not get back the amount invested. It should be noted that past performance is no guide to future
performance. Persons needing advice should consult an independent financial adviser.
Date: 16-10-2025 07:05:00
Supplied by www.sharenet.co.za
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