RCL FOODS LIMITED - Update regarding specific repurchase of shares

Update regarding specific repurchase of shares

RCL FOODS LIMITED
Incorporated in the Republic of South Africa
Registration number: 1966/004972/06
Share code: RCL
ISIN: ZEA000179438
(the “Company” or “RCL”)

UPDATE REGARDING SPECIFIC REPURCHASE OF SHARES

Terms defined and used in the announcement released on the Stock Exchange News Service on 26 March
2020 have been used in this announcement.

1.    INTRODUCTION AND BACKGROUND

Shareholders are referred to the announcement released on the Stock Exchange News Service on 26 March
2020 in which they were advised that the Company had entered into various Repurchase Agreements in
terms of which RCL has agreed to effect a Specific Repurchase of an aggregate of 14,480,259 Repurchase
Shares from the Sellers.

The Sellers (which include RCL executive directors Miles Dally and Robert Hilton Field) are individual
participants in the Company’s Conditional Share Plan (“CSP”). Pursuant to the vesting of awards under
the Company's CSP, the Sellers have received ordinary shares in the Company. The Company’s extremely
limited free float and lack of tradability severely restrict the ability of the individual participants to trade
in these shares.

Accordingly, and subject to certain conditions precedent including the approval of Shareholders in general
meeting, the Company will effect a Specific Repurchase of the Repurchase Shares from the Sellers, for an
aggregate R149,001,865.11, representing R10.29 per Repurchase Share.

2.    VOTING AT THE GENERAL MEETING

The board of directors of RCL (“Board”) has given careful consideration to the concerns, raised both directly
with the Company and indirectly through various media, that the Specific Repurchase affords the Sellers
an opportunity to exit their investments in RCL, despite its lack of liquidity, and that the resolutions
required to give effect to the Specific Repurchase will be passed on the basis of the votes exercisable by
the Company’s largest shareholder, Remgro Limited (“Remgro”). The Board was of the opinion that all
non-management Shareholders would participate proportionally in the effect of the Specific Repurchase.

In order to address these concerns, and to provide reassurance to all Shareholders that the Specific
Repurchase will be effected in a fair and transparent manner, the Board has noted Remgro’s indication
that it will abstain from voting at the general meeting. The RCL shares held by Remgro, representing
approximately 71% of the Company’s issued share capital, will therefore not be taken into account in
determining whether the resolutions to be proposed at the general meeting are passed by the requisite
number of votes.

To the extent that the resolutions to be proposed at the general meeting are not passed by the requisite
number of votes, and that the Specific Repurchase is therefore not authorised and implemented,
Shareholders are advised that Remgro has indicated its intention to acquire from the Sellers at least such
number of their RCL shares as will enable them to meet their tax liabilities arising from the vesting of their
CSP awards. The Company will neither facilitate nor be a party to this process.

Shareholders are reminded that the circular setting out the details of the Specific Repurchase and
incorporating a notice convening a general meeting of Shareholders will be dispatched to Shareholders on
or about Friday, 24 April 2020. The general meeting will be held at Ten The Boulevard, Westway Office
Park, Westville, KwaZulu-Natal on or about Tuesday, 26 May 2020 at 10:00 (electronic communication
facilities will be available) to consider and, if deemed appropriate, approve the resolutions required to
implement the Specific Repurchase.

Durban
14 April 2020

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




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Date: 14-04-2020 09:30:00
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