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Updated pro forma financial information of Premier
PREMIER GROUP LIMITED
(Incorporated in the Republic of South Africa)
(Registration number 2007/016008/06)
ISIN: ZAE000320321
Share Code: PMR
('Premier" or the "Company")
UPDATED PRO FORMA FINANCIAL INFORMATION OF PREMIER
Capitalised words and phrases in this announcement shall, unless the context indicates otherwise, bear the same
meanings ascribed thereto in the in the combined offer circular to RFG shareholders dated 13 November 2025 ("the
Circular").
The pro forma financial effects of the Scheme on Premier ordinary shareholders disclosed in the Circular were based
on Premier's published annual financial results for the year ended 31 March 2025 and RFG's results for the twelve
months ended 30 March 2025 based on the audited results for the year ended 29 September 2024, less the reviewed
results for the six months ended 31 March 2024, plus the reviewed results for the six months ended 30 March 2025.
On 11 November 2025, Premier published its unaudited interim results for the six months ended 30 September 2025.
Furthermore, RFG released its audited annual results for the year ended 28 September 2025 on 19 November 2025.
As disclosed in the Circular, the Company has updated the pro forma financial effects relating to the Transaction in
accordance with the JSE Listings Requirements. Shareholders of RFG and Premier are advised that the JSE has
agreed to the to the publication of the updated pro forma financial effects on SENS.
Updated pro forma financial effects on Premier
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. Due to their nature, the
pro forma financial effects may not fairly present the financial position or the effect on earnings, changes in equity,
results of operations or cash flows of Premier after implementation of the Scheme.
The pro forma financial effects have been prepared in accordance with the JSE Listings Requirements, the
Regulations, IFRS, the accounting policies adopted by Premier and the SAICA Guide On Pro Forma Financial
Information.
Cents per Premier Share Before1 Pro forma % change
after5
Basic earnings2 557.9 606.8 9%
Diluted basic earnings2 528.2 581.6 10%
Headline earnings2 559.5 609.0 9%
Diluted headline earnings2 529.8 583.7 10%
Net asset value3 4,234.6 6,925.2 64%
Tangible net asset value3 2,896.1 4,560.5 57%
Number of shares in issue
('000) 128,906 166,276 29%
Weighted average ordinary
shares in issue ('000)4 128,906 166,276 29%
Diluted weighted average
ordinary shares in issue ('000)4 136,131 173,501 27%
Notes and assumptions to the pro forma financial effects:
1. Based on the unaudited interim results for the six months ended 30 September 2025, available on Premier's website
at https://www.premierfmcg.com/investors/results-reports
2. The basic earnings, diluted earnings, headline earnings and diluted headline earnings pro forma financial effects
assume the Scheme was effective 1 April 2025.
3. The net asset value and tangible net asset value pro forma financial effects assume the Scheme was effective
30 September 2025.
4. Represents the weighted average, diluted weighted average and number of Premier Shares in issue at 30 September
2025, and includes an adjustment for the issuance of 37,369,802 shares as the Scheme Consideration Shares. The
Scheme Consideration Shares represents the number of Premier shares to be issued as the Scheme Consideration
based on the Share Swap Ratio and the estimated RFG Shares outstanding at the time of implementation.
5. The nature of adjustments remain consistent with those included in the Circular and include the following:
a. RFG – The financial position of RFG has been extracted from RFG's audited consolidated financial statements
for the year ended 28 September 2025. The financial results of RFG for the six months ended 28 September
2025 are based on its audited results for the year ended 28 September 2025 less its reviewed results for the six
months ended 30 March 2025, available on RFG's website at https://rfg.com/investors/
b. Settlement of purchase consideration and consolidation adjustments –
Issue of the Scheme Consideration Shares for R6 billion, representing 37,369,802 ordinary shares in Premier at
an assumed price of R162 per share, being the listed price at the Last Practicable Date.
i. It is assumed that the Scheme Consideration is settled fully with Scheme Consideration Shares.
Consequently, no fractional entitlements are assumed;
ii. As a condition to the Transaction, two tranches of RFG SARs and Performance Shares as part of
the 2021 Share Plan will be settled in cash of R27.3 million, which shall be deductible for income
tax purposes, resulting in a reduction in the income tax liability of R7.4 million; and
iii. Uplift to the carrying values of tangible and intangible assets, primarily representing (i) buildings of
R1.1 billion and the associated deferred tax liability of R287 million; (ii) brands of R753 million within
RFG with indefinite lives and the associated deferred tax liability of R203 million, and (iii) the
recognition of goodwill of R918 million, based on a provisional fair value allocation exercise in terms
of IFRS 3: Business Combinations prepared by the management of Premier. The fair value exercise
will need to be performed on the effective date of the Transaction and may differ from the
assumptions underlying the pro forma financial effects.
Based on the provisional fair value allocation exercise in terms of IFRS 3: Business Combinations, additional
value was allocated to fixed property and intangible assets with an indefinite useful life. Consequently, the
following adjustments were recognised:
i. Depreciation of R11 million on the fixed property;
ii. Reversal of amortisation of R12.3 million on the intangible assets that were previously recognised in
RFG which are now assumed to have indefinite useful life;
iii. Reversal of the impairment of R15 million on the intangible assets that were previously recognised in
RFG which are now assumed to have indefinite useful life, and the impairment of R87.5 million on the
property, plant and equipment previously recognised in RFG, which are assumed to have zero value as
part of the provisional fair value allocation exercise.
iv. Related net impact on the income tax of R28.2 million.
c. Transaction costs – Estimated once-off transaction costs of R57.5 million (including VAT) for Premier as a result
of the Transaction, assuming all discretionary fees are paid. The transaction costs are paid from internal cash
reserves. No VAT may be claimed on the transaction costs, and they are not considered tax deductible for
Income Tax purposes. As the transaction costs are considered directly attributable to the issue of shares, the
transaction costs have been capitalised to share capital. Consequently, no expense has been recognised.
d. All income statement adjustments are of a recurring nature except where otherwise stated.
The pro forma financial effects should be read in conjunction with the independent auditor's reasonable assurance report
on the compilation of the pro forma financial effects of Premier after the Transaction, which is incorporated by reference.
The independent auditor's reasonable assurance report is available on Premier's website at
https://www.premierfmcg.com/investors/results-reports
Responsibility statements
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.
Waterfall
28 November 2025
Financial adviser and Transaction sponsor to Premier
Investec Bank Limited
Legal adviser to Premier
DLA Piper Advisory Services Proprietary Limited
Independent auditor to Premier
PricewaterhouseCoopers Inc.
Date: 28-11-2025 12:20:00
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