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RCL FOODS LIMITED – Dealings in share appreciation rights (SARs) by a director and directors of major subsidiaries

RCL 201703060046A

Dealings in share appreciation rights (“SARs”) by a director and directors of major subsidiaries



RCL FOODS LIMITED

(Incorporated in the Republic of South Africa)

(Registration number: 1966/004972/06)

ISIN: ZAE000179438

Share Code: RCL

(“the Company”)



DEALINGS IN SHARE APPRECIATION RIGHTS (“SARs”) BY A DIRECTOR AND

DIRECTORS OF MAJOR SUBSIDIARIES



The following transactions are disclosed in relation to SARs which

were awarded on 2 June 2010 and are due to expire on 2 June 2017.

SARs award prices and exercise prices were determined as the 5-day

volume weighted average price (VWAP) as at the respective award

and exercise dates:



Director : S B Heath

Company : RCL Foods Consumer Pty Ltd, a

major subsidiary of the Company

Date of transaction : 28 February 2017

Nature of transaction : Off-market acceptance and

exercise of SARs which are

subsequently equity settled in

accordance with the RCL Foods

Limited Share Appreciation Rights

Scheme

Class of securities : SARs in respect of ordinary

shares

Number of SARs exercised : 237,131

SARs award price : R14.73

SARs exercise price : R15.51

Total gain on transaction : R184,956.75

Equivalent number of shares : 11,925

Nature of interest : Direct beneficial

Clearance obtained : Yes



Director : M Clayton

Company : Vector Logistics Pty Ltd, a major

subsidiary of the Company

Date of transaction : 28 February 2017

Nature of transaction : Off-market acceptance and

exercise of SARs which are

subsequently equity settled in

accordance with the RCL Foods

Limited Share Appreciation Rights

Scheme

Class of securities : SARs in respect of ordinary

shares

Number of SARs exercised : 53,170

SARs award price : R14.73

SARs exercise price : R15.51

Total gain on transaction : R41,458.23

Equivalent number of shares : 2,673

Nature of interest : Direct beneficial

Clearance obtained : Yes



Director : P D Cruickshank

Company : RCL Foods Sugar & Milling Pty

Ltd, a major subsidiary of the

Company

Date of transaction : 1 March 2017

Nature of transaction : Off-market acceptance and

exercise of SARs which are

subsequently equity settled in

accordance with the RCL Foods

Limited Share Appreciation Rights

Scheme

Class of securities : SARs in respect of ordinary

shares

Number of SARs exercised : 77,517

SARs award price : R14.73

SARs exercise price : R15.68

Total gain on transaction : R73,633.28

Equivalent number of shares : 4,696

Nature of interest : Direct beneficial

Clearance obtained : Yes



Director : M Dally

Company : RCL Foods Limited

Date of transaction : 1 March 2017

Nature of transaction : Off-market acceptance and

exercise of SARs which are

subsequently equity settled in

accordance with the RCL Foods

Limited Share Appreciation Rights

Scheme

Class of securities : SARs in respect of ordinary

shares

Number of SARs exercised : 929,256

SARs award price : R14.73

SARs exercise price : R15.68

Total gain on transaction : R882,784.00

Equivalent number of shares : 56,300

Nature of interest : Direct beneficial

Clearance obtained : Yes



The following transactions are disclosed in relation to SARs which

were awarded on 5 September 2012 and are due to expire on 5

September 2019. SARs award prices and exercise prices were

determined as the 5-day volume weighted average price (VWAP) as at

the respective award and exercise dates:





Director : S B Heath

Company : RCL Foods Consumer Pty Ltd, a

major subsidiary of the Company

Date of transaction : 28 February 2017

Nature of transaction : Off-market acceptance and

exercise of SARs which are

subsequently equity settled in

accordance with the RCL Foods

Limited Share Appreciation Rights

Scheme

Class of securities : SARs in respect of ordinary

shares

Number of SARs exercised : 124,810

SARs award price : R13.20

SARs exercise price : R15.51

Total gain on transaction : R288,299.88

Equivalent number of shares : 18,588

Nature of interest : Direct beneficial

Clearance obtained : Yes





Durban

6 March 2017



Sponsor

RAND MERCHANT BANK (A division of FirstRand Bank Limited)



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