The definitions and interpretations commencing on page 6 of this Circular apply to this Circular including this cover page.

Transcription

1 The definitions and interpretations commencing on page 6 of this Circular apply to this Circular including this cover page. RCL FOODS LIMITED Previously known as Rainbow Chicken Limited Incorporated in the Republic of South Africa (Registration number 1966/004972/06) Share Code: RCL ISIN: ZAE ( RCL Foods or the Company ) Circular to RCL Foods Shareholders regarding the proposed: acquisition by RCL Foods of the entire issued share capital of TSB Sugar RSA and TSB Sugar International from TSB Sugar Holdings and the issue of RCL Foods Shares to TSB Sugar Holdings as consideration for the TSB Acquisition; issue of RCL Foods Shares to TSB BEE Co pursuant to the TSB BEE Transaction; restructure of the Current RCL Foods BEE Structure involving the participation of the RCL Foods Strategic Partners and the ESOP Trust, and in relation thereto: the unwinding of the Current RCL Foods BEE Structure through a specific repurchase of RCL Foods Shares held by Eagle Creek; the issue of RCL Foods Shares pursuant to the New RCL Foods BEE Transaction; Equity Capital Raising in an amount of up to R to be implemented by way of: (i) the Pro Rata Offer of RCL Foods Shares to Qualifying RCL Foods Minority Shareholders in the ratio of Pro Rata Offer Shares for every 100 RCL Foods Shares held on the Record Date and (ii) the Placement; and increase in the number of the Company s authorised Shares and the corresponding amendment to the Company s M OI; and including: Revised Listing Particulars; the notice of General Meeting; a form of proxy (blue) (for use by Certificated Shareholders and Dematerialised Shareholders with own name registration only); and a Form of Acceptance (where applicable). The distribution of the Circular or the making of the Pro Rata Offer in certain jurisdictions other than South Africa may be restricted by law and a failure to comply with any of those restrictions may constitute a violation of the securities laws of any such jurisdictions. Refer to Section C, paragraph of the Circular for further details. Date of issue: 12 December 2013 Reporting Accountants and Auditors Financial advisor and sponsor to RCL Foods Attorneys to RCL Foods Independent Expert Attorneys to TSB Sugar Holdings

2 CORPORATE INFORMATION AND ADVISORS Company secretary and registered office JMJ Maher RCL Foods Limited Six The Boulevard Westway Office Park Westville, 3629 (PO Box 2734, Westway Office Park, 3635) Independent Expert Deloitte & Touche (Practice number ) Deloitte Place, Building 6 The Woodlands 20 Woodlands Drive Woodmead Sandton, 2196 (Private Bag X 6, Gallo Manor, 2052) Attorneys to RCL Foods Cliffe Dekker Hofmeyr Inc. (Registration number 2008/018923/21) 1 Protea Place Sandton, 2196 (Private Bag X7, Benmore, 2010) Reporting Accountants and Auditors PricewaterhouseCoopers Inc. (Registration number 1998/012055/21) 102 Stephen Dlamini Road Berea, 4001 (PO Box 1049, Durban, 4000) Transfer Secretary Computershare Investor Services Proprietary Limited (Registration number 2004/003647/07) 70 Marshall Street Johannesburg, 2001 (PO Box 61051, Marshalltown, 2107) Attorneys to TSB Sugar Holdings Webber Wentzel 10 Fricker Road Illovo Boulevard Johannesburg, 2196 (PO Box 61771, Marshalltown, 2107) Financial advisor and sponsor to RCL Foods Rand Merchant Bank (A division of FirstRand Bank Limited) (Registration number 1929/001225/06) 1 Merchant Place Corner Fredman Drive and Rivonia Road Sandton, 2196 (PO Box , Sandton, 2146) Holding company of RCL Foods Remgro Limited (Registration number 1968/006415/06) Millennia Park 16 Stellentia Avenue Stellenbosch, 7600 (PO Box 456, Stellenbosch, 7599) Date of incorporation of RCL Foods 17 June 1966 Place of incorporation of RCL Foods South Africa TSB Sugar Holdings, TSB Sugar RSA and TSB Sugar International TSB Mill Office Mhlati Farm Malalane, 1320 (PO Box 47, Malalane, 1320) The Circular is available in English only. Copies may be obtained from the registered offices of the Company, the Transfer Secretary and Rand Merchant Bank at the addresses set out in the Corporate Information and Advisors section of the Circular from Thursday, 12 December 2013 until Thursday, 16 January 2014, both days inclusive.

3 ACTION REQUIRED BY SHAREHOLDERS Th e Circular incorporates Revised Listing Particulars and is issued in compliance with the Listings Requirements, for the purpose of providing information regarding the Company. Unless otherwise apparent from the context, the definitions and interpretations commencing on page 6 of the Circular apply to this section and throughout th e Circular. TH E CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION If you are in any doubt as to what action to take, please consult your Broker, CSDP, banker, attorney, accountant or other professional advisor immediately. If you have disposed of all your RCL Foods Shares, please forward th e Circular to the person to whom you disposed of such Shares or to the Broker, CSDP, banker or other agent through whom you disposed of such Shares. 1. PLEASE TAKE NOTE OF THE FOLLOWING PROVISIONS REGARDING THE ACTION REQUIRED BY SHAREHOLDERS IN RESPECT OF THE GENERAL MEETING: A General Meeting of RCL Foods Shareholders will be held at the Company s registered office, Six The Boulevard, Westway Office Park, Westville, Durban at 13:30 on Thursday, 16 January 2014 for the purpose of considering and, if deemed fit, passing, with or without modification, the ordinary and special resolutions set out in the attached notice of General Meeting. 1.1 If you are a Dematerialised Shareholder without own name registration: Voting at the General Meeting Your CSDP or Broker should contact you to ascertain how you wish to cast your vote at the General Meeting and thereafter cast your vote in accordance with your instructions. If you have not been contacted, it would be advisable for you to contact your CSDP or Broker and furnish it with your voting instructions. If your CSDP or Broker does not obtain voting instructions from you, it will be obliged to vote in accordance with the instructions (if any) contained in the agreement concluded between you and your CSDP or Broker. You must not complete the attached form of proxy (blue). Attendance and representation at the General Meeting In accordance with the agreement between you and your CSDP or Broker, you must advise your CSDP or Broker if you wish to attend the General Meeting in person and your CSDP or Broker will issue the necessary letter of representation in order to enable you to attend the General Meeting. 1.2 If you are a Certificated Shareholder or a Dematerialised Shareholder with own name registration: Voting, attendance and representation at the General Meeting You may attend and vote at the General Meeting in person. Alternatively, you may appoint a proxy to represent you at the General Meeting by completing the attached form of proxy (blue) in accordance with the instructions contained therein, which form must be delivered or posted to the Transfer Secretary so as to be received by no later than 13: 30 on Tuesday, 14 January Any form of proxy not delivered to the Transfer Secretary by this time may be handed to the chairperson of the General Meeting at any time before the appointed proxy exercises any of your Shareholder s rights at the General Meeting. 2. PLEASE TAKE NOTE OF THE FOLLOWING PROVISIONS REGARDING THE ACTION REQUIRED BY SHAREHOLDERS IN RESPECT OF THE PRO RATA OFFER: 2.1 If you are a Qualifying Dematerialised Shareholder: You will not receive a Form of Acceptance and you should receive notification from your CSDP or Broker regarding your right to subscribe for Pro Rata Offer Shares in accordance with your Entitlements. You will be required to notify your CSDP or Broker whether you wish to subscribe for Pro Rata Offer Shares and if so, the number of Pro Rata Offer Shares for which you wish to subscribe. If you wish to subscribe for all or some of the Pro Rata Offer Shares to which you are entitled, you will be required to notify your CSDP or Broker of your acceptance of the Pro Rata Offer in the manner and 1

4 within the time stipulated in the agreement governing the relationship between you and your CSDP or Broker. If you are not contacted, you should contact your CSDP or Broker and provide them with your instructions. If your CSDP or Broker does not obtain instructions from you, it is obliged to act in terms of the mandate granted to them by you, or if the mandate is silent in this regard, it shall not subscribe for Pro Rata Offer Shares on your behalf in terms of the Pro Rata Offer and your Entitlements will lapse. RCL Foods does not accept responsibility and will not be held liable for any failure on the part of your CSDP or Broker to notify you of the Pro Rata Offer and/or to obtain instructions from you to subscribe for Pro Rata Offer Shares. CSDPs effect payment in respect of Dematerialised Shareholders on a delivery versus payment basis. You must ensure that you have sufficient funds in your account to settle the aggregate Pro Rata Offer Subscription Price payable in respect of the Pro Rata Offer Shares for which you wish to subscribe. Applications for excess Pro Rata Offer Shares will not be permitted. If you do not wish to subscribe for all or some of the Pro Rata Offer Shares to which you are entitled, you will not be entitled to sell or renounce such Pro Rata Offer Shares and your Entitlements will lapse. 2.2 If you are a Qualifying Certificated Shareholder: A Form of Acceptance is enclosed with th e Circular, and the relevant procedure for participation in the Pro Rata Offer is set out below. If you wish to subscribe for all or some of the Pro Rata Offer Shares to which you are entitled, you must complete the enclosed Form of Acceptance in accordance with the instructions contained therein and deliver it to the Transfer Secretary, to be received by the Transfer Secretary (at the physical or postal address or at the fax number or address set out below), together with a bank-guaranteed cheque, a bankers draft or an electronic funds transfer into the designated bank account (refer to Section C, paragraph for further details) for the aggregate Pro Rata Offer Subscription Price payable in respect of the Pro Rata Offer Shares for which you wish to subscribe. By hand or courier: By post: RCL Foods Limited Pro Rata Offer RCL Foods Limited Pro Rata Offer C/o Computershare Investor Services C/o Computershare Investor Services Proprietary Limited Proprietary Limited 70 Marshall Street PO Box Johannesburg 2001 Marshalltown 2107 By fax By corporate.events@computershare.co.za To the extent that you subscribe for Pro Rata Offer Shares, you will receive such Pro Rata Offer Shares in certificated form. You will only be able to sell your Pro Rata Offer Shares on the JSE once such Pro Rata Offer Shares have been Dematerialised. If the required documentation and payment have not been received by the Transfer Secretary in accordance with the instructions contained in the Circular and the Form of Acceptance by 12: 00 on Tuesday, 4 February 2014, then your right to subscribe for Pro Rata Offer Shares in accordance with the Entitlements will be deemed to have been declined and your Entitlements will lapse. Applications for excess Pro Rata Offer Shares will not be permitted. If you do not wish to subscribe for all or some of the Pro Rata Offer Shares to which you are entitled, you will not be entitled to sell or renounce such Pro Rata Offer Shares and your Entitlements will lapse. 2

5 TABLE OF CONTENTS Page CORPORATE INFORMATION AND ADVISORS Inside front cover ACTION REQUIRED BY SHAREHOLDERS 1 SALIENT DATES AND TIMES 5 DEFINITIONS AND INTERPRETATIONS 6 CIRCULAR TO RCL FOODS SHAREHOLDERS 1. Introduction Rationale Purpose of the Circular General Meeting 20 A. INFORMATION RELATING TO THE TSB TRANSACTIONS Information on the Ancillary Transaction Rationale for the TSB Acquisition Information on TSB Sugar Holdings Information on the TSB Acquisition Information on the TSB BEE Transaction 24 B. INFORMATION RELATING TO THE RCL FOODS BEE TRANSACTIONS Details of the Specific Repurchase and unwinding of the Current RCL Foods BEE Structure Details of the New RCL Foods BEE Transaction ESOP Trust salient features SPV 2 salient features Estimated costs Specific authority to issue the RCL Foods BEE Shares and to provide financial assistance to the RCL Foods BEE Vehicles 35 C. INFORMATION RELATING TO THE PROPOSED EQUITY CAPITAL RAISING Introduction and rationale Pro Rata Offer Placement 43 D. FINANCIAL INFORMATION RELATING TO THE TSB TRANSACTIONS AND THE RCL FOODS BEE TRANSACTIONS Adequacy of capital Pro forma financial information Transaction costs 46 E. COMPANY INFORMATION Background information Financial information Information on the Directors and executive management Information on the Share Capital of the RCL Foods Group Major Shareholders Advisors interests Additional information Material acquisitions and disposals Material change History of changes 62 3

6 11. Promoters Material contracts Corporate Governance Litigation statement Third party management under contract or arrangement Related parties Directors responsibility statement Consents Documents available for inspection 64 ANNEXURE 1(a) Fairness opinion on the Related Party Acquisition 65 ANNEXURE 1(b) Independent Expert s report on the Proposed Specific Repurchase 69 ANNEXURE 2 Pro forma statement of financial position and pro forma income statement 73 ANNEXURE 3 Independent Reporting Accountants Assurance Report 78 ANNEXURE 4 Trading history of RCL Foods Shares on the JSE 80 ANNEXURE 5 Historical financial information of TSB Sugar Holdings 82 ANNEXURE 6 Independent Reporting Accountants Audit Report on the Consolidated Historical Financial Information of TSB Sugar Holdings 157 ANNEXURE 7 Historical financial information of RCL Foods 159 ANNEXURE 8 Material liabilities and commitments RCL Foods 221 ANNEXURE 9 Material liabilities and commitments TSB Sugar Holdings 223 ANNEXURE 10 Information on the Directors and executive management of RCL Foods and its major subsidiaries 225 ANNEXURE 11 Extracts from the RCL Foods MOI relating to the Directors 238 ANNEXURE 12 Investments in subsidiaries 241 ANNEXURE 13 Principal immovable properties owned or leased 243 ANNEXURE 14 Corporate Governance 244 ANNEXURE 15 Table of Entitlement 262 ANNEXURE 16 Foodcorp vendor details 264 Notice of General Meeting 265 Page Form of proxy (blue) Form of Acceptance Attached Enclosed (where applicable) 4

7 SALIENT DATES AND TIMES Record date to determine which RCL Foods Shareholders are entitled to receive the Circular on Friday, 6 December Circular posted to RCL Foods Shareholders on or about Thursday, 12 December Last day to trade in RCL Foods Shares in order to be recorded in the Register in order to participate in and vote at the General Meeting on Friday, 3 January Record date to be entitled to participate in and vote at the General Meeting on Friday, 10 January Last day to submit forms of proxy in respect of the General Meeting to the Transfer Secretary by 1 3: 30 on Tuesday, 14 January General Meeting to be held at the Company s registered office, Six The Boulevard, Westway Office Park, Westville, Durban at 13:30 on Thursday, 16 January Results of the General Meeting to be released on SENS on Thursday, 16 January Results of the General Meeting to be published in the press on Friday, 17 January Finalisation date for the Pro Rata Offer on Friday, 17 January Expected date for issue and listing of the TSB Consideration Shares on or around Friday, 17 January Expected date for implementation of the Specific Repurchase and the delisting of the Current RCL Foods BEE Shares on Monday, 20 January Last day to trade in RCL Foods Shares in order to participate in the Pro Rata Offer on Friday, 24 January RCL Foods Shares trade ex-entitlements on Monday, 27 January Record Date at 17:00 on For Qualifying Certificated Shareholders wishing to subscribe for Pro Rata Offer Shares, payment to be made and Forms of A cceptance to be delivered to the Transfer Secretary by 12 :00 on Pro Rata Offer closes at 1 2 :00 on Expected issue and listing of Pro Rata Offer Shares on CSDP or Broker accounts in respect of Qualifying Dematerialised Shareholders debited with the aggregate Pro Rata Offer Subscription Price due in terms of the Pro Rata Offer and credited with Pro Rata Offer Shares, and Share certificates in respect of the Pro Rata Offer Shares posted to Qualifying Certificated Shareholders on or about Friday, 31 January Tuesday, 4 February Tuesday, 4 February Monday, 10 February Monday, 10 February Expected issue and listing of TSB BEE Shares on or around Monday, 31 March Expected issue and listing of RCL Foods BEE Shares on or around Monday, 31 March Notes: 1. The abovementioned times are South African times and dates and are subject to change. Any such change will be released on SENS and published in the South African press. 2. Any form of proxy not delivered to the Transfer Secretary by the stipulated time may be handed to the chairperson of the General Meeting any time before the appointed proxy exercises any of the Shareholder rights at the General Meeting. 3. RCL Foods Shares may not be Dematerialised or rematerialised between Monday, 27 January 2014 and Friday, 31 January 2014, both days inclusive. 4. Qualifying Dematerialised Shareholders are required to notify their duly appointed CSDPs or Brokers of their acceptance of the Pro Rat a Offer Shares in the manner and within the time stipulated in the agreement governing the relationship between the them and their CSDPs or Brokers. 5. The CSDP or Broker accounts of Qualifying Dematerialised Shareholders will be automatically credited with Pro Rata Offer Shares to the extent to which they have accepted the Pro Rata Offer. 6. CSDP s effect payment in respect of Qualifying Dematerialised Shareholders on a delivery versus payment basis. 7. If applicable, share certificates will be posted, by registered post, to Qualifying Certificated Shareholders at their own risk in respect of the Pro Rat a Offer Shares which have been subscribed for. 5

8 DEFINITIONS AND INTERPRETATIONS Throughout th e Circular, unless the context indicates otherwise, the words in the column on the left below shall have the meaning stated opposite them in the column on the right below, reference to the singular shall include the plural and vice versa, words denoting one gender include the other, and words and expressions denoting natural persons include juristic persons and associations of persons: Ancillary Transaction the internal re-organisation and restructur ing of Remgro s investment in RCL Foods and TSB Sugar Holdings, as more fully described in Section A, paragraph 1 of the Circular; Announcement Date 21 November 2013; Authorised Dealer BBBEE Act BEE BEE Codes Black People BlueBay BlueBay Funds Board or Directors Booker Tate Broker Business Day Capitau Holdings Capitau Investment Management Capitau Partnership a person authorised to deal in foreign exchange as contemplated in the Exchange Control Regulations; Broad-Based Black Economic Empowerment Act, No. 53 of 2003, as amended; black economic empowerment as contemplated in the BBBEE Act; the Codes of Good Practice on BBBEE as contemplated in section 9 of the BBBEE Act; shall have the meaning ascribed thereto in th e BBBEE Act as read together with the BEE Codes and Black Person shall have a corresponding meaning; BlueBay Asset Management LLP, a limited liability partnership incorporated under the laws of England and Wales with registered number OC and whose registered office is 77 Grosvenor Street, London W1K 3JR, United Kingdom; collectively, the following UK -based funds: BlueBay High Yield Bond Fund; BlueBay Structured Funds; High Yield Enhanced Fund; BlueBay Specialised Funds; Credit Opportunity (Master) Fund; BlueBay Funds BlueBay High Yield Corporate Bond Fund; The BlueBay Distressed Opportunities (Master) Fund Limited; BlueBay Funds BlueBay High Yield Bond Fund and BlueBay Structured Funds High Yield Institutional Credit Select Fund; the board of directors of RCL Foods, which, as at the Last Practicable Date, is comprised of the persons whose names appear on page 1 8 of the Circular; Booker Tate Holdings Limited, registration number , a company duly incorporated and registered with limited liability in accordance with the laws of England and Wales, being a whollyowned subsidiary of TSB Sugar International; a stockbroker as defined in the Financial Markets Act; any day other than Saturday, Sunday or any official public holiday in South Africa; Capitau Holdings Limited, registration number 2006/030178/06, a public company duly incorporated and registered with limited liability in accordance with the laws of South Africa; Capitau Investment Management Limited, registration number 2006/030161/06, a public company duly incorporated and registered with limited liability in accordance with the laws of South Africa; Capitau Investment Management, in its capacity as the general partner of Capitau SA Partnership, an en commandite partnership established in South Africa; 6

9 Capitau SPV Certificated Shareholders Capitau FC Investment Proprietary Limited (previously Iningi Investments 195 Proprietary Limited), registration number 2011/117650/07, a private company duly incorporated and registered with limited liability in accordance with the laws of South Africa; holders of Certificated Shares; Certificated Shares RCL Foods Shares that have not been Dematerialised, and are represented by a share certificate; CIPC Companies and Intellectual Property Commission; Circular this document to RCL Foods Shareholders, dated 12 December 2013 including its annexures and incorporating the Revised Listing Particulars, a notice of General Meeting, a form of proxy (blue) and enclosing a Form of Acceptance (where applicable); Common Monetary Area Companies Act CPIX CSDP Current RCL Foods BEE Shares Current RCL Foods BEE Structure Dematerialisation or Dematerialised Dematerialised Shareholders Distribution Eagle Creek or ECI Eagle Creek Preference Shares Employer Companies collectively, South Africa, the Republic of Namibia and the Kingdoms of Lesotho and Swaziland; Companies Act, No. 71 of 2008, as amended; consumer price index excluding interest rates on mortgage bonds; a participant, as defined in section 1 of the Financial Markets Act, being a person authorised by a licenced central securities depository to perform custody and administration services or settlement services or both in terms of the central depository rules; the (fifty one million one hundred and seventy seven thousand two hundred and seventeen) RCL Foods Shares issued to Eagle Creek pursuant to the Current RCL Foods BEE Structure; the RCL Foods BEE ownership structure, approved by RCL Foods Shareholders in terms of a circular dated 25 February 2008, in terms of which Eagle Creek subscribed for the Current RCL Foods BEE Shares, which represented 15% (fifteen percent) of the issued RCL Foods Shares at the time; the process by which securities which are evidenced by a certificate are converted to securities that are held in collective custody by a central securities depository or its nominee in a separate central securities account and are transferrable by entry without a certificate or written instrument; holders of Dematerialised RCL Foods Shares; has the meaning set out in section 1 of the Companies Act; Eagle Creek Investments 620 (Proprietary) Limited, registration number 2006/030409/07, a private company duly incorporated and registered with limited liability in accordance with the laws of South Africa, the issued shares in which are owned by the Rainbow Trust (42.7% (forty two point seven percent)) and the RCL Foods Strategic Partners (57.3% (fifty seven point three percent)); (fifty one million one hundred and seventy seven thousand two hundred and seventeen) cumulative redeemable preference shares of R0.01 (one cent) each in the share capital of Eagle Creek, subscribed for and held by RCL Foods pursuant to the Current RCL Foods BEE Structure; RCL Foods and any other company, body corporate or other undertaking in South Africa which is or would be deemed to be a subsidiary or associate of RCL Foods in terms of the Listings Requirements; 7

10 Entitlements RCL Foods Minority Shareholders entitlements to subscribe for Pro Rata Offer Shares in terms of the Pro Rata Offer, details of which entitlements are tabled in Annexure 15 and calculated in the ratio of (fifty three point one zero six four six) Pro Rata Offer Shares for every 100 (one hundred) RCL Foods Shares held on the Record Date; EPS Equity Capital Raising ESOP Trust ESOP Trust Deed Exchange Control Regulations File earnings per share; collectively the Pro Rata Offer and the Placement by RCL Foods with a view to raising additional capital in an amount of up to R (two billion five hundred million Rand); the RCL Employee Share Trust, Master s reference number IT1264/2013 /(DBN), a BEE trust created by RCL Foods for the benefit of all Qualifying Employees for purposes of the New RCL Foods BEE Transaction, or the trustees for the time being of the said trust, as the context may require; the trust deed establishing and governing the ESOP Trust; the Exchange Control Regulations, 1961, as amended, promulgated in terms of section 9 of the South African Currency and Exchanges Act, No. 9 of 1933, as amended; shall have the meaning ascribed to file in the Companies Act; Financial Markets Act Financial Markets Act, No. 19 of 2012; Foodcorp Foodcorp Acquisition Foodcorp Shares Form of Acceptance General Meeting HEPS New Foodcorp Holdings (Proprietary) Limited, registration number 2009/022279/07, a private company duly incorporated and registered with limited liability in accordance with the laws of South Africa, being a wholly -owned subsidiary of RCL Foods; the initial acquisition by RCL Foods on 15 May 2013 of an effective 64.2% (sixty four point two percent) of the issued Foodcorp Shares, and the subsequent acquisitions by RCL Foods of the remaining Foodcorp Shares held by minorities which resulted in Foodcorp becoming a wholly -owned subsidiary of RCL Foods; ordinary shares in Foodcorp having no par value; a printed, personalised form of acceptance in respect of the Pro Rata Offer on which Qualifying Certificated Shareholders are entitled to subscribe for Pro Rata Offer Shares in accordance with their Entitlements; the general meeting of RCL Foods Shareholders to be held at the Company s registered office, Six The Boulevard, Westway Office Park, Westville, Durban at 13:30 on Thursday, 16 January 2014 to consider and, if deemed appropriate, pass (with or without modification) the ordinary and special resolutions set out in the notice of General Meeting forming part of the Circular, and including any postponement or adjournment of such meeting; headline earnings per share; HL&H Hunt Leuchars & Hepburn Holdings (Proprietary) Limited, registration number 1924/001164/07, a private company duly incorporated and registered with limited liability in accordance with the laws of South Africa, being an indirect wholly -owned subsidiary of Remgro; IFRS International Financial Reporting Standards; IPI Industrial Partnership Investments (Proprietary) Limited, registration number 1968/006415/07, a private company duly incorporated and registered with limited liability in accordance with the laws of South Africa, being a wholly -owned subsidiary of Remgro; 8

11 Income Tax Act Independent Expert or Deloitte JIBAR JSE JSE Limited the Income Tax Act, No. 58 of 1962, as amended; Deloitte & Touche, a professional partnership established in accordance with the laws of South Africa with IRBA practice number ; Johannesburg Interbank Agreed Rate; the securities exchange operated by the JSE Limited; JSE Limited, registration number 2005/022939/06, a public company duly incorporated and registered with limited liability in accordance with the laws of South Africa, and licensed to operate an exchange in terms of the Financial Markets Act; King III Report the King III Report on Corporate Governance for South Africa 2009; Last Practicable Date Monday, 2 December 2013, being the last practicable date prior to the finalisation of the Circular; Listings Requirements the JSE Limited Listings Requirements, as amended; MAI Massingir Agro Industrial SA, registration number , a public limited company incorporated in accordance with the company laws of Mozambique, being a wholly-owned subsidiary of TSB Sugar International; MOI MTM Family Trust Net Asset Value Per Share or NAV Per Share New RCL Foods BEE Transaction Non-resident Participant Participation Percentage Placement Placement Shares Placement Subscription Price Prime Rate the memorandum of incorporation of RCL Foods adopted by Shareholders at the annual general meeting of RCL Foods Shareholders held on 20 November 2012; the MTM Family Trust, Master s reference number IT 8006/05, or the trustees of the said trust, as the context may require; net asset value per share; the proposed BEE ownership transaction in terms of which the RCL Foods Strategic Partners and the ESOP Trust will collectively subscribe for the RCL Foods BEE Shares, which will collectively constitute 6.68% (six point six eight percent) (post -issuance) of the issued Shares of RCL Foods (prior to the Equity Capital Raising); a person whose normal place of residence, domicile or registration is outside of the Common Monetary Area; a Qualifying Employee who has been allocated Units in the ESOP Trust ; in respect of each Participant, the aggregate number of Units which have been allocated to and are held by that Participant, divided by the total number of Units which have been allocated and are held by all Participants, expressed as a percentage; the proposed placement of RCL Foods Shares to qualifying South African and international investors, as part of the Equity Capital Raising, details of which are set out in Section C, paragraph 3 of the Circular; the new RCL Foods Shares to be offered for subscription pursuant to the Placement; in respect of the Placement, the subscription price payable in respect of each Placement Share, to be determined in terms of an accelerated bookbuild price; the publicly quoted basic rate of interest, compounded monthly in arrears and calculated on a 365 (three hundred and sixty five) day year, published by FirstRand Bank Limited as being its prime overdraft rate from time to time; 9

12 Project Proposed RCL Foods Share Capital Increase the greenfield sugar cane development project to be developed by MAI, located in the Massingir District of Mozambique, c.310km from Maputo, the feasibility study for which is being conducted by TSB Sugar International and SIAL, as shareholders of MAI; the proposed increase in the number of authorised RCL Foods Shares from (one billion) RCL Foods Shares to (two billion) RCL Foods Shares by the creation of an additional (one billion) RCL Foods Shares; Pro Rata Offer the proposed pro rata offer by RCL Foods to RCL Foods Minority Shareholders in terms of which RCL Foods Minority Shareholders will be entitled to subscribe for Pro Rata Offer Shares in the ratio of (fifty three point one zero six four six) Pro Rata Offer Shares for every 100 (one hundred) RCL Foods Shares held on the Record Date, in order to enable RCL Foods Minority Shareholders to maintain their respective shareholding percentages in RCL Foods post implementation of the TSB Acquisition; Pro Rata Offer Shares Pro Rata Offer Subscription Price Prospectus Directive Qualifying Certificated Shareholders Qualifying Dematerialised Shareholders Qualifying Employees Qualifying RCL Foods Minority Shareholders a maximum of (seventy four million two hundred and fourteen thousand six hundred and forty two) new RCL Foods Shares to be offered for subscription by RCL Foods pursuant to the Pro Rata Offer; in respect of the Pro Rata Offer, the subscription price payable in respect of each Pro Rata Offer Share, to be announced on the finalisation date for the Pro Rata Offer, which is expected to be Friday, 17 January 2014; Directive 2003/71/EC on the prospectus to be published when securities are offered to the public or admitted to trading and Directive 2004/109/EC on the harmonisation of transparency requirements in relation to information about issuers whose securities are admitted to trading on a regulated market as amended by Directive 2010/73/EU of the European Parliament and of the council of 24 November 2010; Qualifying RCL Foods Minority Shareholders who hold Certificated Shares; Qualifying RCL Foods Minority Shareholders who hold Dematerialised Shares; persons who are permanently employed by an Employer Company and who do not currently participate in any of RCL Foods other share incentive schemes, other than the Rainbow Trust; RCL Foods Shareholders entitled to participate in the Pro Rata Offer, being those RCL Foods Minority Shareholders that are recorded on the Register on the Record Date; Quality Sugars Quality Sugars (Proprietary) Limited, registration number 2009/005469/07, a private company duly incorporated and registered with limited liability in accordance with the laws of South Africa, being a 25% (twenty five per cent) held associate of The Royal Swaziland Sugar Corporation Limited (Swaziland) and 75% (seventy five per cent) held by TSB Sugar International; Rainbow Farms or Rainbow Rainbow Farms Proprietary Limited, registration number 1960/002377/07, a private company duly incorporated and registered with limited liability in accordance with the laws of South Africa, being a wholly -owned subsidiary of RCL Foods; Rainbow Trust Rainbow Employee Trust, Master s reference IT824/2008 /PMB, the employee share ownership trust established by the Company for purposes of the Current RCL Foods BEE Structure; Rand or R or ZAR and cents South African Rand and cents, the official currency of South Africa; 10

13 Rand Merchant Bank Rand Merchant Bank, a division of FirstRand Bank Limited, registration number 1929/001225/06, a public company duly incorporated and registered with limited liability in accordance with the laws of South Africa, and registered as a bank under the Banks Act, 1990; RCL Foods BEE Common Shares (thirteen million nine hundred and sixty two thousand eight hundred and sixty three) RCL Foods Shares to be issued to the ESOP Trust, and (five million nine hundred and eighty four thousand and eighty four) RCL Foods Shares to be issued to SPV 2 in terms of the New RCL Foods BEE Transaction, at a subscription price of R17.32 (seventeen Rand and thirty two cents) per RCL Foods Share; RCL Foods BEE Compulsory Subscription Right the right of RCL Foods to, at any time during the RCL Foods BEE Repurchase Option Period, require each relevant RCL Foods BEE Vehicle to subscribe for a number of RCL Foods Shares, if the RCL Foods BEE Notional Outstandings in respect of the RCL Foods BEE Nominal Shares held by that RCL Foods BEE Vehicle is not equal to zero at the end of the RCL Foods BEE Transaction Term, further details of which are set out in Section B, paragraph of the Circular; RCL Foods BEE Implementation Date the later of: (i) the 5 th (fifth) Business Day following the date on which all of the conditions precedent to the RCL Foods BEE Relationship Agreement (further details of which are set out in Section B, paragraph 3 of the Circular) are fulfilled or waived, as the case may be, and (ii) if RCL Foods Shareholders authorise the Pro Rata Offer, the 1 st (first) Monday following the date on which the Pro Rata Offer closes; RCL Foods BEE Nominal Shares (thirty million seven hundred and eighteen thousand two hundred and ninety nine) RCL Foods Shares to be issued to the ESOP Trust and (thirteen million one hundred and sixty four thousand nine hundred and eighty five) RCL Foods Shares to be issued to SPV 2 in terms of the New RCL Foods BEE Transaction, at a nominal subscription price of R0.01 (one cent) per RCL Foods Share; RCL Foods BEE Notional Amount the difference between the nominal subscription price paid in respect of an RCL Foods BEE Nominal Share and the VWAP per RCL Foods Share over the 30 (thirty) Business Days immediately preceding the date on which the RCL Foods BEE Subscription Agreements were executed, being an amount of R17.31 (seventeen Rand and thirty one cents) per RCL Foods BEE Nominal Share; RCL Foods BEE Notional Outstandings RCL Foods BEE NVF RCL Foods BEE Parties RCL Foods BEE Preference Share Subscription Agreements the RCL Foods BEE Notional Amount as increased and accumulated with a notional interest rate equal to the Prime Rate from the RCL Foods BEE Implementation Date until the end of the RCL Foods BEE Transaction Term; the notional vendor facilitation to be provided by the Company to the ESOP Trust and SPV 2 in order to facilitate the subscription for the RCL Foods BEE Nominal Shares pursuant to the New RCL Foods BEE Transaction; collectively, the RCL Foods Strategic Partners and: (i) in relation to the Current RCL Foods BEE Structure, the beneficiaries of the Rainbow Trust and (ii) in relation to the New RCL Foods BEE Transaction, the beneficiaries of the ESOP Trust; each of the agreements headed Preference Share Subscription Agreement entered into between RCL Foods on the one hand and each of SPV 1 and SPV 2 on the other, on 20 November 2013, in terms of which RCL Foods will subscribe for the SPV 1 Preference Shares and the SPV 2 Preference Shares, respectively, in order to fund the subscription for the RCL Foods BEE Common Shares pursuant to the New RCL Foods BEE Transaction; 11

14 RCL Foods BEE Preference Shares RCL Foods BEE Relationship Agreement RCL Foods BEE Repurchase Option RCL Foods BEE Repurchase Option Period the SPV 1 Preference Shares and the SPV 2 Preference Shares; the agreement headed Relationship Agreement entered into between RCL Foods, the ESOP Trust, SPV 1, SPV 2 and the RCL Foods Strategic Partners on 20 November 2013, in terms of which the relationship between the RCL Foods BEE Parties, the RCL Foods BEE Vehicles and RCL Foods and, in particular, the RCL Foods BEE NVF, shall be governed ; the option held by RCL Foods to, at any time during the RCL Foods BEE Repurchase Option Period, repurchase from each relevant RCL Foods BEE Vehicle a number of the RCL Foods BEE Nominal Shares held by that RCL Foods BEE Vehicle, at a nominal amount, if the RCL Foods BEE Notional Outstandings in respect of the RCL Foods BEE Nominal Shares held by that RCL Foods BEE Vehicle is not equal to zero at the end of the RCL Foods BEE Transaction Term, further details of which are set out in Section B, paragraph of the Circular; the period commencing at the end of the RCL Foods BEE Transaction Term and ending on the 70 th (seventieth) Business Day thereafter; RCL Foods BEE Shares collectively, the RCL Foods BEE Common Shares and the RCL Foods BEE Nominal Shares; RCL Foods BEE Subscription Agreements RCL Foods BEE Subscription Option RCL Foods BEE Transaction Agreements RCL Foods BEE Transactions RCL Foods BEE Transaction Term the agreements headed Ordinary Share Subscription Agreement entered into between RCL Foods and each of the ESOP Trust and SPV 2 on 20 November 2013, in terms of which the ESOP Trust and SPV 2 will subscribe for the RCL Foods BEE Shares; the option held by the relevant RCL Foods BEE Vehicles to, from time to time and for so long as the RCL Foods BEE Notional Amount in respect of the RCL Foods BEE Nominal Shares held by the relevant RCL Foods BEE Vehicle does not equal zero, subscribe for additional RCL Foods Shares in order to reduce the RCL Foods BEE Notional Outstandings further details of which are set out in Section B, paragraph of the Circular; collectively, the RCL Foods BEE Relationship Agreement; the RCL Foods BEE Subscription Agreements; the ESOP Trust Deed; the RCL Foods BEE Preference Share Subscription Agreements; the SPV 2 reversionary pledge and cession in security envisaged in Section B, paragraph of the Circular ; the RCL Foods Strategic Partners pledge and cession in security envisaged in Section B, paragraph of the Circular; the ESOP Trust guarantee and pledge and cession in security envisaged in Section B, paragraph of the Circular; the SPV 1 cession in security of the SPV 1 bank account envisaged in Section B, paragraph of the Circular; the SPV 2 pledge and cession in security and the SPV 2 cession in security of the SPV 2 bank account envisaged in Section B, paragraph of the Circular, entered into on 20 November 2013; collectively, the Specific Repurchase and the New RCL Foods BEE Transaction; a period of 8 (eight) years commencing on the RCL Foods BEE Implementation Date; RCL Foods BEE Trigger Event if at any time during the RCL Foods BEE Transaction Term: (i) an insolvency event occurs in respect of any of the RCL Foods BEE Vehicles or any of the RCL Foods Strategic Partners; or (ii) in the case of an RCL Foods Strategic Partner that is a natural person, that RCL Foods Strategic Partner dies or is placed under curatorship or (iii) any of the RCL Foods BEE Vehicles or any of the RCL Foods Strategic Partners breaches certain BEE principles applicable to it, as set out in the RCL Foods BEE Relationship Agreement; RCL Foods BEE Vehicles the ESOP Trust, SPV 1 and SPV 2, or any one or more of them as the context may require; 12

15 RCL Foods Group RCL Foods Minority Shareholders RCL Foods Shares or Shares RCL Foods Strategic Partners RCL Foods and all its subsidiaries and associates; all RCL Foods Shareholders excluding IPI, TSB Sugar Holdings and ECI and, subject to certain exceptions, Restricted Shareholders; ordinary shares of no par value in RCL Foods; collectively, the following entities: in respect of the Current RCL Foods BEE Structure, Imbewu Consortium SPV 3 (Proprietary) Limited, registration number 2007/014778/07, a private company duly incorporated and registered with limited liability in accordance with the laws of South Africa, and in respect of the New RCL Foods BEE Transaction, Imbewu SPV 8 Proprietary Limited, registration number 2012/191568/07, a private company duly incorporated and registered which will hold 69.76% (sixty nine point seven six percent) of the shares in SPV 2 with limited liability in accordance with the laws of South Africa; and the trustees for the time being of the Ikamva Labantu Empowerment Trust, Master s reference number IT 4485/2004, which will hold 29.07% (twenty nine point zero seven percent) of the shares in SPV 2; Mrs Manana Margaret Nhlanhla, identity number , who is a non-executive director of RCL Foods and a Black Person who will hold 1.17% (one point one seven per cent) of the shares in SPV 2 ; Record Date Redemption and Repurchase Agreement Register Relevant Member State Remgro the last day for RCL Foods Minority Shareholders to be recorded in the Register in order to participate in the Pro Rata Offer, being close of business on Friday, 31 January 2014 ; the agreement headed Preference Share Redemption and Share Repurchase Agreement entered into between RCL Foods and Eagle Creek on 21 November 2013, in terms of which Eagle Creek agreed to redeem the Eagle Creek Preference Shares and RCL Foods agreed to repurchase the Current RCL Foods BEE Shares from Eagle Creek, in order to unwind the Current RCL Foods BEE Structure; collectively, the register of Certificated Shareholders maintained by the Transfer Secretary and the sub-register of Dematerialised Shareholders maintained by the relevant CSDPs in accordance with section 50 of the Companies Act; each member state of the European Economic Area which has implemented the Prospectus Directive; Remgro Limited, registration number 1968/006415/06, a public company duly incorporated and registered with limited liability in accordance with the laws of South Africa; Remgro Management Services Remgro Management Services Limited, registration number 1969/001100/06, a public company duly incorporated and registered with limited liability in accordance with the laws of South Africa, being an indirect wholly-owned subsidiary of Remgro; Reporting Accountants and Auditors PricewaterhouseCoopers Inc., registration number 1998/012055/21, registered accountants and auditors, a private company duly incorporated and registered with limited liabilityin accordance with the laws of South Africa, with IRBA practice number ; Restricted Shareholders RCL Foods Minority Shareholders with registered addresses in, or who are resident or located in, a Restricted Territory; 13

16 Restricted Territories Revised Listing Particulars SENS Shareholders or RCL Foods Shareholders SIAL South Africa subject to certain exceptions, the United Kingdom, the European Economic Area, Canada, the United States of America, Japan, Australia and Hong Kong and any other jurisdiction wherein the Pro Rata Offer Shares may not be offered, subscribed for or delivered, and where to do so may constitute a violation of local securities laws or regulations; the revised listing particulars of RCL Foods contained in the Circular; the Stock Exchange News Service of the JSE; registered holders of RCL Foods Shares; Sociedade de Investimentos Agroindustriais de Limpopo, SA (registration number , a public limited company incorporated in accordance with the company laws of Mozambique and currently comprising a consortium of Mozambican investors and incorporated as the local Mozambican investors in the Project; the Republic of South Africa; Specific Repurchase the proposed specific repurchase of the Current RCL Foods BEE Shares by RCL Foods from ECI, at a repurchase price per Current RCL Foods BEE Share equal to the VWAP per RCL Foods Share over the 30 (thirty) trading days ending on the date on which the ECI Preference Shares are redeemed in terms of the Redemption and Repurchase Agreement; SPV 1 SPV 2 SPV 1 Preference Shares SPV 2 Preference Shares Strate Tangible Net Asset Value Per Share or TNAV Per Share Transfer Secretary or Computershare TSB Acquisition Business Ventures Investments No 1762 Proprietary Limited, registration number 2013/145414/07, a private company duly incorporated and registered with limited liability in accordance with the laws of South Africa, which will be wholly-owned by the ESOP Trust; Business Ventures Investments No 1763 Proprietary Limited, registration number 2013/145777/07, a private company duly incorporated and registered with limited liability in accordance with the laws of South Africa, which will be wholly- owned by the RCL Foods Strategic Partners; (two hundred and forty one thousand eight hundred and thirty seven) cumulative, redeemable preference shares in the authorised preference share capital of SPV 1 to be issued by SPV 1 to RCL Foods in order to fund a portion of the New RCL Foods BEE Transaction; (one hundred and three thousand six hundred and forty five) cumulative, redeemable preference shares in the issued preference share capital of SPV 2 to be issued by SPV 2 to RCL Foods in order to fund a portion of the New RCL Foods BEE Transaction; Strate Limited, registration number 1998/022242/06, a public company duly incorporated and registered with limited liability in accordance with the laws of South Africa, licensed to operate a central securities depositary in terms of the Financial Markets Act; net asset value per RCL Foods Share excluding intangible assets and goodwill; Computershare Investor Services (Proprietary) Limited, registration number 2004/003647/07, a private company duly incorporated and registered with limited liability in accordance with the laws of South Africa; the acquisition by RCL Foods of the TSB Acquisition Shares from TSB Sugar Holdings in exchange for the issue of the TSB Consideration Shares in settlement of the TSB Acquisition Consideration; 14

17 TSB Acquisition Consideration TSB Acquisition Shares R (four billion Rand), being the aggregate purchase consideration for the TSB Acquisition Shares; collectively, 100 (one hundred) ordinary shares in TSB Sugar International held by TSB Sugar Holdings, constituting 100% (one hundred percent) of the total issued share capital of TSB Sugar International and 767 (seven hundred and sixty seven) ordinary shares in TSB Sugar RSA held by TSB Sugar Holdings, constituting 100% (one hundred percent) of the total issued share capital of TSB Sugar RSA; TSB BEE Exit Call Option the right of RCL Foods to, at any time after the TSB BEE Release Date and for a period of 1 (one) calendar year thereafter, repurchase all or some of the TSB BEE Shares from TSB BEE Co further details of which are set out in Section A, paragraph 5. 5 of the Circular ; TSB BEE Co Malongoana Investment RF Proprietary Limited, registration number 2013/030598/07, a private company duly incorporated and registered with limited liability in accordance with the laws of South Africa, being a wholly -owned subsidiary of the MTM Family Trust; TSB BEE Implementation Date the later of: (i) the 1st (first) Business Day after the date on which all of the conditions precedent to the TSB Sale of Shares Agreement (as set out in Section A, paragraph 5.8 of the Circular) are fulfilled or waived, as the case may be, and (ii) if RCL Foods Shareholders authorise the Pro Rata Offer, the 3rd (third) Business Day after the date on which the Pro Rata Offer closes; TSB BEE Maturity Call Option the right of RCL Foods to, upon the expiry of the TSB BEE NVF Period, repurchase a number of the TSB BEE Shares from TSB BEE Co at a repurchase consideration of R0.01 (one cent) per TSB BEE Share, further details of which are set out in Section A paragraph 5. 5 of the Circular ; TSB BEE Notional Amount R (one hundred and twenty million Rand); TSB BEE Notional Outstandings the TSB BEE Notional Amount as increased and accumulated with a notional interest equal to the Prime Rate plus 1% (one percent) from 31 July 2013 and notionally reduced by any Distributions in respect of the TSB BEE Shares; TSB BEE NVF TSB BEE NVF Period TSB BEE Pre-emptive Right TSB BEE Release Date the notional vendor facilitation to be provided by the Company to TSB BEE Co in order to facilitate the TSB BEE Transaction; the period commencing on 1 July 2013 and terminating on the 8 th (eighth) anniversary thereof, being 1 July 2021; the right of RCL Foods to, in the event that TSB BEE Co wishes to dispose of a number of the TSB BEE Shares held by it to a third party, repurchase that number of TSB BEE Shares from TSB BEE Co, further details of which are set out in Section A, paragraph 5. 5 of the Circular ; in respect of the TSB BEE Transaction, the earlier of: (i) the date on which the TSB BEE Notional Outstandings equal zero and (ii) the date of implementation of the TSB BEE Maturity Call Option or the TSB BEE Trigger Event Call Option; TSB BEE Shares (six million nine hundred and twenty eight thousand four hundred and six) RCL Foods Shares to be issued to TSB BEE Co in terms of the TSB BEE Transaction; TSB BEE Subscription and Relationship Agreement TSB BEE Transaction the agreement headed Subscription and Relationship Agreement entered into between RCL Foods, the MTM Family Trust, Dr N M Phosa and TSB BEE Co on 21 November 2013, in terms of which, inter alia, TSB BEE Co agreed to subscribe for the TSB BEE Shares, as amended ; the proposed TSB BEE transaction whereby TSB BEE Co will subscribe for the TSB BEE Shares; 15

18 TSB BEE Trigger Event if at any time: (i) any of TSB BEE Co, the MTM Family Trust and/or Dr N M Phosa breaches any of the warranties and/or undertakings provided in the TSB BEE Subscription and Relationship Agreement; (ii) an insolvency event occurs in respect of TSB BEE Co or TSB BEE Co compromises with its creditors; (iii) any of TSB BEE Co or a director thereof, the MTM Family Trust or a trustee thereof, or Dr N M Phosa is found guilty of any offence involving theft or fraud or any serious violation of any legislation applicable to it (including the BBBEE Act and/or the BEE Codes ), or (iv) Dr N M Phosa holds or seeks political office or a position in local or national government on behalf of any political party, as more fully set out in the TSB BEE Subscription and Relationship Agreement; TSB BEE Trigger Event Call Option TSB Consideration Shares TSB Land Claimants TSB Material Contracts the right of RCL Foods to, in the event that a TSB BEE Trigger Event occurs, repurchase the TSB BEE Shares from TSB BEE Co at a discount, further details of which are set out in Section A, paragraph 5. 5 of the Circular ; (two hundred and thirty million nine hundred and forty six thousand eight hundred and eighty two) RCL Foods Shares to be issued by RCL Foods to TSB Sugar Holdings in settlement of the TSB Acquisition Consideration, the number of which was determined by dividing the TSB Acquisition Consideration by the TSB Transaction Share Price; individuals or communities who have valid land claims in respect of properties from which cane is delivered to any TSB Sugar RSA mills pursuant to the restitution of land rights in terms of the Restitution of Land Rights Act, No. 22 of 1994, as amended, but to whom land cannot be or has not been restored; the contracts to which TSB Sugar RSA or TSB Sugar International are parties and which are material to the business of each of them, as listed in Annexure 4 of the TSB Sale of Shares Agreement; TSB Sale of Shares Agreement the agreement headed Sale of Shares Agreement entered into between RCL Foods and TSB Sugar Holdings on 20 November 2013, regarding the TSB Acquisition; TSB Sugar Holdings TSB Sugar International TSB Sugar RSA TSB Sugar Holdings (Proprietary) Limited, registration number 1994/002412/07, a private company duly incorporated and registered with limited liability in accordance with the laws of South Africa, being an indirect wholly-owned subsidiary of Remgro; TSB Sugar International (Proprietary) Limited, registration number 2004/010444/07, a private company duly incorporated and registered with limited liability in accordance with the laws of South Africa, being a wholly-owned subsidiary of TSB Sugar Holdings; TSB Sugar RSA (Proprietary) Limited, registration number 1947/026583/07, a private company duly incorporated and registered with limited liability in accordance with the laws of South Africa, being a wholly-owned subsidiary of TSB Sugar Holdings; TSB Transaction Share Price R17.32 (seventeen Rand and thirty two cents), being the VWAP per RCL Foods Share over the 30 (thirty) Business Days immediately preceding the date on which the TSB Sale of Shares Agreement was signed, being 20 November 2013; TSB Transactions collectively, the TSB Acquisition and the TSB BEE Transaction; Unit a unit in the ESOP Trust representing a vested right to receive: (i) a portion of the Distributions received by the ESOP Trust in respect of the RCL BEE Shares held by the ESOP Trust and (ii) a number of the remaining RCL Foods BEE Shares held by the ESOP Trust after the expiry of the RCL Foods BEE Transaction Term and once the SPV 1 Preference Shares have been redeemed and the RCL Foods BEE Repurchase Option has been exercised, in accordance with the Participant s Participation Percentage; 16

19 USD U.S. Securities Act United States Dollar, the official currency of the United States of America; U.S. Securities Act of 1933, as amended; VAT value-added tax, payable in terms of the Value-Added Tax Act, No. 89 of 1991, as amended; Vector Vector Logistics ( Proprietary ) Limited, registration number 2002/009081/07, a private company duly incorporated and registered with limited liability in accordance with the laws of South Africa, being a wholly -owned subsidiary of RCL Foods; and VWAP volume-weighted average traded price on the JSE. 17

20 RCL FOODS LIMITED Previously known as Rainbow Chicken Limited Incorporated in the Republic of South Africa (Registration number 1966/004972/06) Share Code: RCL ISIN: ZAE ( RCL Foods or the Company ) DIRECTORS Executive M Dally (Chief Executive Officer) R H Field (Chief Financial Officer) Non-executive J J Durand (Chairman) HJ Carse P R Louw J B Magwaza (Retired 18 November 2013) G C Zondi Independent non-executive R V Smither (Lead Independent Director) M Griessel (Retired 18 November 2013) N P Mageza D T V Msibi M M Nhlanhla G M Steyn CIRCULAR TO RCL FOODS SHAREHOLDERS 1. INTRODUCTION On 21 November 2013 RCL Foods announced on SENS that it intended to acquire 100% (one hundred percent) of the shares in TSB Sugar RSA and TSB Sugar International from TSB Sugar Holdings, an indirect wholly-owned subsidiary of Remgro. On the date of implementation of the TSB Acquisition, and subsequent to the implementation of the Ancillary Transaction (as outlined in Section A, paragraph 1, of the Circular), TSB Sugar Holdings will hold 69.5% (sixty nine point five percent) of the Shares in RCL Foods. RCL Foods will settle the full TSB Acquisition Consideration through the issue of the TSB Consideration Shares to TSB Sugar Holdings. Simultaneously with the TSB Acquisition, RCL Foods has agreed to enter into a BEE ownership transaction with TSB BEE Co, a special purpose vehicle established for the benefit of the strategic equity partner of TSB Sugar Holdings. In March 2008, RCL Foods implemented the Current RCL Foods BEE Structure which entailed the issue of the Current RCL Foods BEE Shares to ECI, amounting to a 15% (fifteen percent) shareholding in RCL Foods at the time, for the benefit of the RCL Foods BEE Parties. In terms of the Current RCL Foods BEE Structure, the RCL Foods BEE Parties, through their investment vehicle ECI, obtained bridge funding from an external funder to finance the subscription price of the Current RCL Foods BEE Shares. RCL Foods subsequently subscribed for the Eagle Creek Preference Shares in order to enable ECI to settle the external bridge funding. The Current RCL Foods BEE Structure is considered unlikely to deliver any equity value to the RCL Foods BEE Parties and as such, RCL Foods intends to implement the New RCL Foods BEE Transaction to sustain its BEE ownership and enable value creation for the RCL Foods BEE Parties. In line with RCL Foods strategy to build a diversified food business of scale in sub-saharan Africa, the Company seeks to raise up to R (two billion five hundred million Rand) via the Equity Capital Raising in order to fund future growth and expansion projects. 18