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RCL FOODS – SIGNIFICANT SHAREHOLDING DISCLOSURE

RCL shareholders are referred to the announcement released on SENS on Thursday, 21 November 2013 and to the circular issued on Thursday, 12 December 2013 (the “Circular”) advising RCL shareholders (“Shareholders”) of inter alia a proposed equity capital raising, including a pro rata offer of new ordinary shares in RCL (“RCL Shares”) to all Shareholders (other than Industrial Partnership Investments (Pty) Ltd., TSB Sugar Holdings (Pty) Ltd. and Eagle Creek Investments 620 (Pty) Ltd. and those Shareholders resident in certain foreign jurisdictions)(“RCL Minority Shareholders”)(the “Pro Rata Offer”).

Terms of the Pro Rata Offer
In terms of the Pro Rata Offer, the Company is offering 74 214 642 RCL Shares to Qualifying RCL Minority Shareholders registered as such on the record date for the Pro Rata Offer, being Friday, 31 January 2014 (“Record Date”) (“Qualifying RCL Foods Minority Shareholders”) in the ratio of 53.10646 Shares (“Pro Rata Offer Shares”) for every 100 RCL Shares held on the Record Date.

The subscription price for the Pro Rata Offer Shares is R16.50 per Pro Rata Offer Share (“Pro Rata Offer Subscription Price”). The Pro Rata Offer Subscription Price amounts to a 3.4% discount to the 30 day VWAP per RCL Share as at 16 January 2014 and a 4.7% discount to the price of the RCL Shares issued to TSB Holdings (Pty) Ltd. as consideration for the Company”s acquisition of 100% of the shares in TSB Sugar RSA (Pty) Ltd and TSB Sugar International (Pty) Ltd.

Conditions precedent
All of the conditions precedent to the Pro Rata Offer have been fulfilled and the Pro Rata Offer is open for acceptance.

Salient dates and times
The salient dates and times applicable to the Pro Rata Offer are contained in the Circular and set out below:
* Last day to trade in RCL Shares in order to participate in the Pro Rata Offer on Friday, 24 January
* RCL Shares trade ex-entitlements on Monday, 27 January
* Record Date at 17:00 on Friday, 31 January
* For certificated Qualifying RCL Minority Shareholders wishing to subscribe for Pro Rata Offer Shares, payment of the aggregate Pro Rata Offer Subscription Price due in respect of the Pro Rata Offer Shares for which they wish to subscribe to be made and forms of acceptance to be delivered to Computershare Investor Services (Pty) Ltd. (the “Transfer Secretary”) by 12:00 on Tuesday, 4 February
* Pro Rata Offer closes at 12:00 on Tuesday, 4 February
* Expected issue and listing of Pro Rata Offer Shares on Monday, 10 February
* CSDP or broker accounts in respect of dematerialised Qualifying RCL Minority Shareholders debited with the aggregate Pro Rata Offer Subscription Price due in respect of the Pro Rata Offer Shares for which they wish to subscribe and credited with Pro Rata Offer Shares, and Share certificates in respect of the Pro Rata Offer Shares posted to certificated Qualifying RCL Minority Shareholders on or about Monday, 10 February

Documentation
Shareholders are reminded that copies of the Circular, containing full details of the Pro Rata Offer and procedures for the subscription for Pro Rata Offer Shares, may be obtained from the registered offices of the Company, the Transfer Secretary and Rand Merchant Bank. The Circular may also be inspected on the Company”s website, www.rclfoods.co.za.

In the case of certificated Qualifying RCL Minority Shareholders, a form of acceptance was enclosed with the Circular. A copy of the form of acceptance may be obtained from the Transfer Secretary, if required.