Not for publication, distribution or release, directly or indirectly, in or into the United States of America, Canada, Japan or Australia or any other jurisdiction where it is unlawful to distribute this presentation Rhodes Food Group Holdings Investor presentation Management roadshow | 15 - 25 September 2014
Not for publication, distribution or release, directly or indirectly, in or into the United States of America, Canada, Japan or Australia or any other jurisdiction where it is unlawful to distribute this presentation IMPORTANT NOTICE (DISCLAIMER) This document has been prepared by Rhodes Food Group Holdings Limited (the “Company”) . For the purposes of this notice, the presentation that follows (the “Presentation”) shall mean and include the slides that follow, the oral presentation of the slides by the Company, any question-and-answer session that follows that oral presentation, hard copies of this document and any materials distributed at, or in connection with, that presentation. By attending the meeting at which the Presentation is made, or by reading the Presentation slides, you will be deemed to have (i) agreed to all of the following restrictions and made the following undertakings and (ii) acknowledged that you understand the legal and regulatory sanctions attached to the misuse, disclosure or improper circulation of the Presentation. The Presentation is private and confidential, has been furnished to you solely for your information and may not be reproduced, redistributed or disclosed in any way, in whole or in part, directly or indirectly, to any other person without the prior written consent of the Company. The maintenance of the absolute secrecy of the information contained in the Presentation is of paramount importance to the Company, its business and financial prospects. Your obligations as set out in this notice will continue in respect of the information contained in the Presentation until such time as, and then only to the extent that, any such information is made available to the public. The Company may not be making the information contained herein public, except to the extent required by law or regulation. If this is not acceptable to you, you should not receive the information contained in the Presentation. The information contained in the Presentation, including market information from third parties, has not been independently verified and no representation or warranty, express or implied, is made as to, and no reliance should be placed, on the fairness, accuracy, completeness or correctness of the information or opinions expressed herein. The information and opinions contained in this Presentation do not purport to be comprehensive, are provided as at the date of the document and are subject to change without notice. The Company is not under any obligation to update or keep current the information contained in the Presentation. The Company, its subsidiaries, or any of their respective affiliates, directors, officers, employees, agents, Morgan Stanley & Co. International plc, Rand Merchant Bank, a division of FirstRand Bank Limited, Renaissance Securities (Cyprus) Limited or any other person shall have no liability whatsoever (in negligence or otherwise) for any loss howsoever arising from any use of the Presentation or its contents or otherwise arising in connection with the Presentation. Morgan Stanley & Co. International plc, Rand Merchant Bank, a division of FirstRand Bank Limited, and Renaissance Securities (Cyprus) Limited are each acting for the Company in connection with the Presentation and any proposed offering of the Company’s shares and will not be responsible to anyone other than the Company for providing the protections afforded to their respective clients nor for giving advice in relation to any proposed offering of the Company’s shares. This Presentation and the information contained herein are not for distribution in or into the United States of America. This document does not constitute an offer to sell, or a solicitation of an offer to purchase, any securities in the United States. The securities described herein have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the “Securities Act”), and may not be offered or sold within the United States absent registration or an applicable exemption from, or in a transaction not subject to, the registration requirements of the Securities Act. This Presentation does not constitute an offer to the public for the sale of or subscription for, or the solicitation of an offer to buy and subscribe for, shares as defined in the Companies Act, No. 71 of 2008 (as amended) or otherwise (the “Act”) and will not be distributed to any person in South Africa in any manner which could be construed as an offer to the public in terms of the Act. Neither this Presentation nor any copy of it may be taken, transmitted or distributed, directly or indirectly, in or into the United States, Canada, Australia or Japan. Any failure to comply with this restriction may constitute a violation of United States, Canadian, Australian or Japanese securities laws. The Presentation is also not for publication, release or distribution in any other jurisdiction where to do so would constitute a violation of the relevant laws of such jurisdiction nor should it be taken or transmitted into such jurisdiction and persons into whose possession this Presentation comes should inform themselves about and observe any such relevant laws. Statements in the Presentation, including those regarding the possible or assumed future or other performance of the Company or its industry or other trend projections, constitute forward-looking statements. By their nature, forward-looking statements involve known and un-known risks, uncertainties, assumptions and other factors because they relate to events and depend on circumstances that will occur in the future whether or not outside the control of the Company. Such factors may cause actual results, performance or developments to differ materially from those expressed or implied by such forward-looking statements. Accordingly, no assurance is given that such forward-looking statements will prove to have been correct. They speak only as at the date of the Presentation and the Company undertakes no obligation to update these forward-looking statements. 2
Not for publication, distribution or release, directly or indirectly, in or into the United States of America, Canada, Japan or Australia or any other jurisdiction where it is unlawful to distribute this presentation PRESENTATION TEAM Bruce Henderson Tiaan Schoombie Chief Executive Officer Chief Financial Officer 15 years with Rhodes 14 years with Rhodes Food Group Food Group Over 20 years in the food Over 20 years in the food industry industry 3
Not for publication, distribution or release, directly or indirectly, in or into the United States of America, Canada, Japan or Australia or any other jurisdiction where it is unlawful to distribute this presentation I. Offering summary II. Rhodes Food Group at a glance III. Investment highlights IV. Financial performance V. Annexures Segmental overview Financial statements Corporate governance
Not for publication, distribution or release, directly or indirectly, in or into the United States of America, Canada, Japan or Australia or any other jurisdiction where it is unlawful to distribute this presentation OFFERING SUMMARY Rhodes Food Group Holdings Limited (the “Company” or “RFG”) Issuer R10.50 – 13.50 per share Offer Price Range Primary: up to 57 142 857 new Ordinary Shares Secondary: 42 750 000 Ordinary Shares, offered pro rata by Selling Shareholders 1 Offer Overallotment Option: up to 9 989 286 Ordinary Shares (up to 10% of the offering), offered by Capitalworks only Offer size Approximately R1 100 m, with free float of approximately 40% Primary:secondary Approximately 54%:46%, excluding Overallotment Option Selling Shareholders Capitalworks (71%) 2 , Management (29%) 360 day lock-up for Management Lock-up Period 180 day lock-up for Capitalworks and the Company Invest in capacity expansion Reduce debt Use of proceeds Create greater balance sheet flexibility Listing Johannesburg Stock Exchange (main board); Food Products (sector); RFG (share code) Joint Global Morgan Stanley, Rand Merchant Bank, Renaissance Capital Coordinators Roadshow and bookbuilding: 15 September – 25 September Indicative timing Book closing and pricing: 25 September 5 Notes: 1 ) Represents approximately 25% of Selling Shareholders’ holding 2) Collectively, the SA Fund, SAIP I and SAIP II, which hold, in aggregate, 71.05% of the Ordinary Shares (equivalent to 72.50% of the fully diluted shares)
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