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RCL Foods general meeting and circular

RCL Foods shareholders are referred to the announcement released on the Stock Exchange News Service (“SENS”) on Thursday, 21 November 2013 and published in the South African press on Friday, 22 November 2013, advising of the proposed acquisition by RCL Foods of TSB Sugar RSA and TSB Sugar International from TSB Sugar Holdings, the implementation of the TSB BEE Transaction, the unwinding of the current RCL Foods BEE structure, the implementation of a new RCL Foods BEE Transaction and a proposed equity capital raising (“the Proposed Transactions”).



Notice of General Meeting

A general meeting of 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 (“General Meeting”) for the purpose of considering and, if deemed fit, passing, with or without modification, the special and ordinary resolutions set out in the notice of General Meeting (“Proposed Resolutions”), which include the resolutions required to implement the Proposed Transactions, as well as in respect of an increase in the company”s authorised share capital and corresponding amendment to the Memorandum of Incorporation of RCL Foods.



Posting of the Circular

A circular providing further information on the Proposed Transactions and incorporating a notice convening the General Meeting (“the Circular”) has been posted by registered mail to RCL Foods shareholders today, 12 December 2013.



Shareholders will also be able to inspect the Circular on RCL Foods” website, www.rclfoods.com, from today, 12 December 2013, until the date of the General Meeting.



Salient dates and times relating to the General Meeting

*Record date to determine which RCL Foods shareholders are entitled to receive the Circular on Friday, 6 December 2013

*Circular posted to RCL Foods shareholders on or about Thursday, 12 December 2013

*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 2014

*Record date to be entitled to participate in and vote at the General Meeting on Friday, 10 January 2014

*Last day to submit forms of proxy in respect of the General Meeting to the transfer secretary by 13:30 on Tuesday, 14 January 2014

*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 2014

*Results of the General Meeting to be published on SENS on Thursday, 16 January 2014

*Results of the General Meeting to be published in the press on Friday, 17 January 2014