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Publication of circular and notice of general meeting
RCL FOODS LIMITED
Incorporated in the Republic of South Africa
Registration number: 1966/004972/06
Share code: RCL
ISIN: ZEA000179438
(the "Company" or "RCL FOODS")
PUBLICATION OF CIRCULAR AND NOTICE OF GENERAL MEETING
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
RCL FOODS shareholders ("Shareholders") are referred to the announcements released on the Stock
Exchange News Service ("SENS") on 26 March 2020 and on 14 April 2020 wherein they were advised that
the Company had entered into various Repurchase Agreements in terms of which RCL FOODS has agreed
to effect a Specific Repurchase of an aggregate of 14,480,259 Repurchase Shares from the Sellers.
Shareholders were further advised that it was anticipated that the circular setting out the details of the
Specific Repurchase and incorporating a notice convening a General Meeting of Shareholders would be
posted to Shareholders on or about Friday, 24 April 2020 and that the General Meeting would be held on
or about Tuesday, 26 May 2020 to consider and, if deemed appropriate, approve the resolutions required
to implement the Specific Repurchase.
As a result of inter alia the impact of the Covid-19 pandemic and the continued lockdown on the country’s
postal services, it was not possible for the Company to post the circular to Shareholders as previously
anticipated. Shareholders are accordingly advised that the Company has made alternative arrangements
to give notice of the General Meeting and to facilitate access to the Circular by Shareholders via various
platforms.
2. NOTICE OF GENERAL MEETING AND CIRCULAR
Notice is hereby given that the General Meeting of Shareholders ("General Meeting") will be held at
10h00 on Tuesday, 26 May 2020 in order to consider and, if deemed fit, pass the special and ordinary
resolutions necessary to give effect to the Specific Repurchase.
The announcement released on SENS on 14 April 2020 indicated that the General Meeting would be held at
the Company’s registered office, Ten The Boulevard, Westway Office Park, Westville, KwaZulu-Natal. As a
result of the continued restrictions placed on public gatherings, and the social distancing requirements relating
to the Covid-19 pandemic, which may continue to be in force as at the date of the General Meeting, it is
anticipated that the General Meeting may be held entirely by electronic means. In such case, full details
regarding electronic participation and voting in the General Meeting will be published on SENS in the week
prior to the date of the General Meeting. Shareholders are therefore advised to monitor the Company's
announcements. If the meeting is held entirely by electronic means, then Shareholders are strongly
encouraged to submit their votes by proxy at least 48 hours before the General Meeting.
Shareholders are referred to the circular to Shareholders ("Circular") for further information regarding
the Specific Repurchase, the General Meeting, and the resolutions to be proposed at the General Meeting.
Shareholders may obtain a copy of the Circular as follows:
- by accessing an electronic copy of the Circular on the Company’s website, available
immediately following publication of this announcement on SENS, at
https://rclfoods.com/category/circulars/;
- by contacting the Company’s transfer secretaries, Computershare on +27 11 370 7701 or at
caesare.fritz@computershare.co.za to request an electronic copy of the Circular;
- by contacting their CSDP to request an electronic copy of the Circular;
- by contacting the Company Secretary, John Maher on +27 84 772 4806 or at
john.maher@rclfoods.com in order to request an electronic copy of the Circular or to make
reasonable alternative arrangements to obtain a copy.
Shareholders are reminded that:
- A Shareholder entitled to attend and vote at the General Meeting is entitled to appoint one or more
proxies to attend, speak and vote in its stead at the General Meeting in the place of that
Shareholder and a proxy need not also be a Shareholder.
- In terms of section 63(1) of the Companies Act, No. 71 of 2008 ("Act"), any person attending or
participating in the General Meeting must present reasonably satisfactory identification to the
Chairperson, and the Chairperson must be reasonably satisfied that the right of any person to
participate in and vote (whether as Shareholder or as proxy for a Shareholder) has been reasonably
verified.
The salient dates and times applicable to the Specific Repurchase, also contained in the Circular, are set
out below.
EVENT 2020
Record date to be entitled to receive this Circular Friday, 24 April
Announcement of publishing of the Circular and notice of General Meeting Monday, 4 May
released on SENS on
Announcement of publishing of Circular and notice of General Meeting Monday, 4 May
published in the press on
Circular distributed to Shareholders on Monday, 4 May
Last day to trade in order to be eligible to participate in and vote at the Tuesday, 12 May
General Meeting
Record date in order to be eligible to participate in and vote at the General Friday, 15 May
Meeting
Last day to lodge forms of proxy, for administrative purposes, by 10:00 on Friday, 22 May
General Meeting of Shareholders to be held at 10:00 on Tuesday, 26 May
Results of the General Meeting announced on SENS on Tuesday, 26 May
Results of the General Meeting published in the press on Wednesday, 27 May
Effective date of the Specific Repurchase Friday, 29 May
Delisting and cancellation of the Repurchase Shares on Wednesday, 3 June
Durban
4 May 2020
Sponsor
RAND MERCHANT BANK (A division of FirstRand Bank Limited)
Date: 04-05-2020 07:05:00
Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE').
The JSE does not, whether expressly, tacitly or implicitly, represent, warrant or in any way guarantee the truth, accuracy or completeness of
the information published on SENS. The JSE, their officers, employees and agents accept no liability for (or in respect of) any direct,
indirect, incidental or consequential loss or damage of any kind or nature, howsoever arising, from the use of SENS or the use of, or reliance on,
information disseminated through SENS.
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