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

RCL 201703280035A

Dealings in share appreciation rights (“SARs”) by a director, company secretary 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

COMPANY SECRETARY 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 : WA De Wet

Company : RCL Foods Sugar & Milling Pty

Ltd, a major subsidiary of the

Company

Date of transaction : 22 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 : 300,332

SARs award price : R14.73

SARs exercise price : R16.50

Total gain on transaction : R531,580.50

Equivalent number of shares : 32,217

Nature of interest : Direct beneficial

Clearance obtained : Yes



Director : CD Creed

Company : Vector Logistics Pty Ltd, a major

subsidiary of the Company

Date of transaction : 22 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 : 183,406

SARs award price : R14.73

SARs exercise price : R16.50

Total gain on transaction : R324,621.00

Equivalent number of shares : 19,674

Nature of interest : Direct beneficial

Clearance obtained : Yes



Director : S Pillay

Company : Vector Logistics Pty Ltd, a major

subsidiary of the Company

Date of transaction : 22 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 : 53,396

SARs award price : R14.73

SARs exercise price : R16.50

Total gain on transaction : R94,495.50

Equivalent number of shares : 5,727

Nature of interest : Direct beneficial

Clearance obtained : Yes



Director : TJ Harding

Company : RCL Foods Consumer Pty Ltd, a

major subsidiary of the Company

Date of transaction : 22 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 : 257,279

SARs award price : R14.73

SARs exercise price : R16.50

Total gain on transaction : R455,383.50

Equivalent number of shares : 27,599

Nature of interest : Direct beneficial

Clearance obtained : Yes



Director : PE Gibbons

Company : Vector Logistics Pty Ltd, a major

subsidiary of the Company

Date of transaction : 23 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 : 58,657

SARs award price : R14.73

SARs exercise price : R16.46

Total gain on transaction : R101,475.90

Equivalent number of shares : 6,165

Nature of interest : Direct beneficial

Clearance obtained : Yes



Director : DS Tubb

Company : RCL Foods Consumer Pty Ltd, a

major subsidiary of the Company

Date of transaction : 23 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 : 38,063

SARs award price : R14.73

SARs exercise price : R16.46

Total gain on transaction : R 65,840.00

Equivalent number of shares : 4,000

Nature of interest : Direct beneficial

Clearance obtained : Yes



Director : RJ Matthews

Company : Vector Logistics Pty Ltd, a major

subsidiary of the Company

Date of transaction : 23 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 : 68,860

SARs award price : R14.73

SARs exercise price : R16.46

Total gain on transaction : R119,121.02

Equivalent number of shares : 7,237

Nature of interest : Direct beneficial

Clearance obtained : Yes



Director : RH Field

Company : RCL Foods Limited

Date of transaction : 23 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 : 431,618

SARs award price : R14.73

SARs exercise price : R16.46

Total gain on transaction : R746,691.44

Equivalent number of shares : 45,364

Nature of interest : Direct beneficial

Clearance obtained : Yes



Director : D Naicker

Company : RCL Foods Consumer Pty Ltd, a

major subsidiary of the Company

Date of transaction : 24 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 : 47,479

SARs award price : R14.73

SARs exercise price : R16.44

Total gain on transaction : R81,180.72

Equivalent number of shares : 4,938

Nature of interest : Direct beneficial

Clearance obtained : Yes



Company Secretary : JMJ Maher

Company : RCL Foods Limited

Date of transaction : 24 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 : 47,975

SARs award price : R14.73

SARs exercise price : R16.44

Total gain on transaction : R82,035.60

Equivalent number of shares : 4,990

Nature of interest : Direct beneficial

Clearance obtained : Yes



The following transaction is disclosed in relation to SARs which

were awarded subsequent to 2 June 2010 and are not due to expire

within the next two years. SARs award prices and exercise prices

were similarly determined as the 5-day volume weighted average

price (VWAP) as at the respective award and exercise dates:



Director : DS Tubb

Company : RCL Foods Consumer Pty Ltd, a

major subsidiary of the Company

Date of transaction : 23 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 : 25,320

SARs award price : R13.20

SARs exercise price : R16.46

Total gain on transaction : 82,530.44

Equivalent number of shares : 5,014

Nature of interest : Direct beneficial

Clearance obtained : Yes





Durban

28 March 2017



Sponsor

RAND MERCHANT BANK (A division of FirstRand Bank Limited)



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