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RCL FOODS LIMITED
(Incorporated in the Republic of South Africa)
(Registration number: 1966/004972/06)
ISIN: ZAE000179438
Share Code: RCL
("RCL FOODS")
SMALL RELATED PARTY TRANSACTION
Introduction
Shareholders are referred to the announcement released on the Stock Exchange News
Service on 12 September 2019 in which it was advised that RCL FOODS and Siqalo
Foods Proprietary Limited ("Siqalo") had entered into a management services
agreement, in terms of which RCL FOODS was appointed to manage and assist Siqalo in
its day-to-day business operations by providing agreed management services (the
"MSA"). Shareholders are now advised that, as envisaged in the MSA, RCL FOODS and
Siqalo have entered into an addendum to extend the MSA for a further three-year period
("Addendum").
Small related party transaction
Remgro Limited ("Remgro") is a material shareholder of RCL FOODS and Siqalo is a
subsidiary of Remgro. As a result, the conclusion of the Addendum to the MSA
constitutes a small related party transaction in terms of paragraphs 10.1 and 10.7 of the
Listings Requirements of the JSE Limited ("Listings Requirements").
The Addendum
Rationale for the Addendum
The MSA expires on 11 September 2022. Siqalo requires the agreed services, which RCL
FOODS is willing to provide, and both parties therefore wish to extend the MSA, with
effect from 12 September 2022, in order to ensure continuity and certainty for both
parties.
Terms of the Addendum
In terms of the Addendum, the appointment of RCL FOODS to provide the agreed
services, has been extended for a further three years on the same terms and conditions
as initially agreed in the MSA. The Addendum does not contemplate any change in the
scope of services provided under the MSA or in the market related fee payable to RCL
FOODS for those services.
Fairness Opinion
In terms of paragraph 10.7(b) of the Listings Requirements, RCL FOODS is required to
provide the JSE with written confirmation from an independent expert acceptable to the
JSE that the terms of the Addendum are fair as far as the shareholders of RCL FOODS
are concerned ("Fairness Opinion").
RCL FOODS has engaged BDO Corporate Finance Proprietary Limited who has expressed
the opinion that the terms of the MSA are fair to RCL FOODS’ shareholders. The Fairness
Opinion will lie for inspection at RCL FOODS’ registered office for a period of 28 days
from the date of this announcement.
Durban
12 September 2022
Sponsor
RAND MERCHANT BANK (A division of FirstRand Bank Limited)
