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Specific repurchase of shares and notice of general meeting
RCL FOODS LIMITED
Incorporated in the Republic of South Africa
Registration number: 1966/004972/06
Share code: RCL
ISIN: ZEA000179438
(the “Company”)
SPECIFIC REPURCHASE OF SHARES AND NOTICE OF GENERAL MEETING
1. INTRODUCTION AND RATIONALE
1.1. The Company has in place a long-term share incentive scheme known as the Conditional Share Plan
(“CSP”). The purpose of the CSP is to attract individuals, or retain employees of the Company or the
Company’s subsidiaries, with an award of shares in the Company and to encourage their continued
service to the Company or the Company’s subsidiaries (as the case may be).
1.2. In terms of the CSP, individual participants (each a “Seller” and collectively, the “Sellers”) were
awarded conditional shares in the Company on 1 March 2017, subject to specific performance
conditions and a three-year vesting period. These conditional shares have now vested, and the
individuals are entitled to receive the relevant number of ordinary shares in the Company, which will
be transferred to them on or before Wednesday, 1 April 2020.
1.3. The Company’s extremely limited free float, low trading volumes and lack of tradability severely
restrict the ability of the participants to trade in these shares.
1.4. The shareholders of the Company (“Shareholders”) are therefore advised that the Company has
entered into various agreements (“Repurchase Agreements”) in terms of which the Company will,
subject to the conditions precedent stipulated in paragraph 3.2 below, repurchase from the Sellers a
number of ordinary shares in the Company (the “Repurchase Shares”) representing 1.5% of the
issued share capital of the Company (“Specific Repurchase”):
Number of Price per Total value of Director dealing
Seller Repurchase Repurchase Specific – clearance
Shares Share Repurchase obtained
Miles Dally 3,620,565 R10.29 R37,255,613.85 yes
Robert Hilton Field 500,000 R10.29 R5,145,000.00 yes
Other non-director 10,359,694 R10.29 R106,601,251.26
CSP participants
Total 14,480,259 R149,001,865.11
1.5. The Specific Repurchase includes the repurchase of shares in the Company from Miles Dally and
Robert Hilton Field who, as directors of the Company, are related parties as defined in the JSE Limited
Listings Requirements. However, notwithstanding that the Specific Repurchase includes related
parties, a fairness opinion is not required as the price per Repurchase Share is not at a premium to
the volume weighted average traded price of a share in the Company measured over the 30 (thirty)
business days period prior to the date that the Repurchase Agreements were concluded, as
contemplated in paragraph 5.69(e) of the JSE Limited (JSE) Listings Requirements.
1.6. In terms of the the JSE Listings Requirements, the Sellers and their associates (as defined in the JSE
Listings Requirements), will be excluded from voting on the special resolution required to authorise
the Specific Repurchase.
2. NOTICE OF GENERAL MEETING AND DISTRIBUTION OF THE CIRCULAR
A circular setting out the details of the Specific Repurchase and incorporating a notice convening a
general meeting of Shareholders to be held at Ten The Boulevard, Westway Office Park, Westville,
KwaZulu-Natal on Tuesday, 26 May 2020 at 10:00 (electronic communication facilities will be 1
available) to approve the special and ordinary resolutions required to implement the Specific
Repurchase, will be dispatched to Shareholders on or about Friday, 24 April 2020.
3. TERMS OF THE SPECIFIC REPURCHASE
3.1. In terms of the Specific Repurchase, the Company will purchase from the Sellers, 14,480,259
(fourteen million, four hundred and eighty thousand, two hundred and fifty-nine) Repurchase Shares
at the repurchase price of R10.29 (ten Rand and twenty-nine cents) per Repurchase Share.
3.2. The Repurchase Agreements remain subject to the fulfilment of certain conditions precedent, which
are as follows:
3.2.1 where necessary, the Repurchase Shares are transferred to each Seller in accordance with
the rules of the CSP;
3.2.2 the Shareholders pass the special resolution authorising the Specific Repurchase;
3.2.3 the board of directors of the Company issues a statement in terms of paragraph 5.69(c) of
the JSE Listings Requirements; and
3.2.4 the Company provides written confirmation that all approvals that may be required in terms
of any contractual agreements entered into by the Company, or any company of its
subsidiaries, have been obtained.
3.3. The total repurchase consideration for the Repurchase Shares will amount to R149,001,865.11 (one
hundred and forty-nine million, one thousand eight hundred and sixty-five Rand and eleven cents)
(“Repurchase Consideration”).
4. DATE OF SPECIFIC REPURCHASE AND DELISTING AND CANCELLATION OF SECURITIES
4.1. The Company will proceed with the Specific Repurchase once Shareholder approval at the General
Meeting has been obtained and all other conditions precedent of the Repurchase Agreements have
been fulfilled or waived.
4.2. The Repurchase Shares will be delisted and cancelled on or about Monday, 8 June 2020.
4.3. The Company will hold zero treasury shares prior to, and after the Specific Repurchase.
5. FINANCIAL INFORMATION
5.1. The payment of the Repurchase Consideration will be funded from existing cash resources.
5.2. The Company’s cash balances will decrease by the amount of the Repurchase Consideration as a
result of the Specific Repurchase and, on cancellation of the Repurchase Shares, its share capital and
share premium will reduce by the same amount.
Durban
26 March 2020
Sponsor
RAND MERCHANT BANK (A division of FirstRand Bank Limited)
2
Date: 26-03-2020 03:13:00
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