2017-03-31

RCL FOODS LIMITED - Dealings in share appreciation rights (SARs) and securities by a director of a major subsidiary


RCL 201703310052A
Dealings in share appreciation rights (“SARs”) and securities by a director of a major subsidiary

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”) AND SECURITIES BY A
DIRECTOR OF A MAJOR SUBSIDIARY

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 : DS Pitman
Company : RCL Foods Consumer Pty Ltd, a
major subsidiary of the Company
Date of transaction : 27 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 : 387,663
SARs award price : R14.73
SARs exercise price : R16.20
Total gain on transaction : R569,851.20
Equivalent number of shares : 35,176
Nature of interest : Direct beneficial
Clearance obtained : Yes

Director : DS Pitman
Company : RCL Foods Consumer Pty Ltd, a
major subsidiary of the Company
Date of transaction : 29 March 2017
Nature of transaction : On-market sale of shares
Number of shares : 35,176
Highest price traded : R15.30
Lowest price traded : R14.65
Volume weighted average price : R14.95
Total value of transaction : R525,952.17
Nature of interest : Direct beneficial
Clearance obtained : Yes


Durban
31 March 2017

Sponsor
RAND MERCHANT BANK (A division of FirstRand Bank Limited)

Date: 31/03/2017 02:04:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ("JSE").
The JSE does not, whether expressly, tacitly or implicitly, represent, warrant or in any way guarantee the truth, accuracy or completeness of
the information published on SENS. The JSE, their officers, employees and agents accept no liability for (or in respect of) any direct,
indirect, incidental or consequential loss or damage of any kind or nature, howsoever arising, from the use of SENS or the use of, or reliance on,
information disseminated through SENS.

2017-03-30

RCL FOODS LIMITED - Dealings in securities by a director and company secretary and directors of major subsidiaries


RCL 201703300050A
Dealings in securities by a director and 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 SECURITIES BY A DIRECTOR AND COMPANY SECRETARY AND
DIRECTORS OF MAJOR SUBSIDIARIES

On 6th, 15th and 28th March the Company announced the off-market
acceptance and exercise of share appreciation rights by a director
and company secretary and directors of major subsidiaries. The
following transactions are disclosed in relation to the subsequent
on-market sale of the equivalent number of related securities.

Director : SB Heath
Company : RCL Foods Consumer Pty Ltd, a
major subsidiary of the Company
Date of transaction : 22 March 2017
Nature of transaction : On-market sale of shares
Number of shares : 30,513
Highest price traded : R16.01
Lowest price traded : R16.00
Volume weighted average price : R16.00
Total value of transaction : R488,209.92
Nature of interest : Direct beneficial
Clearance obtained : Yes

Director : M Dally
Company : RCL Foods Ltd
Date of transaction : 22 March 2017
Nature of transaction : On-market sale of shares
Number of shares : 56,300
Highest price traded : R16.01
Lowest price traded : R16.00
Volume weighted average price : R16.00
Total value of transaction : R900,803.56
Nature of interest : Direct beneficial
Clearance obtained : Yes

Director : M Clayton
Company : Vector Logistics Pty Ltd, a major
subsidiary of the Company
Date of transaction : 22 March 2017
Nature of transaction : On-market sale of shares
Number of shares : 2,673
Price : R16.01
Total value of transaction : R42,794.73
Nature of interest : Direct beneficial
Clearance obtained : Yes

Director : S Balidis
Company : RCL Foods Consumer Pty Ltd, a
major subsidiary of the Company
Date of transaction : 22 March 2017
Nature of transaction : On-market sale of shares
Number of shares : 3,327
Highest price traded : R16.01
Lowest price traded : R16.00
Volume weighted average price : R16.00
Total value of transaction : R53,232.86
Nature of interest : Direct beneficial
Clearance obtained : Yes


Director : SA Van Der Merwe
Company : RCL Foods Consumer Pty Ltd, a
major subsidiary of the Company
Date of transaction : 22 March 2017
Nature of transaction : On-market sale of shares
Number of shares : 2,749
Highest price traded : R16.01
Lowest price traded : R16.00
Volume weighted average price : R16.00
Total value of transaction : R43,984.71
Nature of interest : Direct beneficial
Clearance obtained : Yes

Director : WE Schwimmbacher
Company : RCL Foods Consumer Pty Ltd, a
major subsidiary of the Company
Date of transaction : 22 March 2017
Nature of transaction : On-market sale of shares
Number of shares : 16,571
Highest price traded : R16.01
Lowest price traded : R16.00
Volume weighted average price : R16.00
Total value of transaction : R265,140.27
Nature of interest : Direct beneficial
Clearance obtained : Yes

Director : DS Milne
Company : RCL Foods Consumer Pty Ltd, a
major subsidiary of the Company
Date of transaction : 22 March 2017
Nature of transaction : On-market sale of shares
Number of shares : 7,713
Highest price traded : R16.01
Lowest price traded : R16.00
Volume weighted average price : R16.00
Total value of transaction : R123,409.99
Nature of interest : Direct beneficial
Clearance obtained : Yes

Director : PD Cruickshank
Company : RCL Foods Sugar & Milling Pty
Ltd, a major subsidiary of the
Company
Date of transaction : 22 March 2017
Nature of transaction : On-market sale of shares
Number of shares : 4,696
Price : R16.00
Total value of transaction : R75,136.00
Nature of interest : Direct beneficial
Clearance obtained : Yes


Director : WA De Wet
Company : RCL Foods Sugar & Milling Pty
Ltd, a major subsidiary of the
Company
Date of transaction : 24 March 2017
Nature of transaction : On-market sale of shares
Number of shares : 32,217
Highest price traded : R16.10
Lowest price traded : R16.00
Volume weighted average price : R16.01
Total value of transaction : R515,754.15
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 : 27 March 2017
Nature of transaction : On-market sale of shares
Number of shares : 19,674
Highest price traded : R16.01
Lowest price traded : R16.00
Volume weighted average price : R16.00
Total value of transaction : R314,808.74
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 : 27 March 2017
Nature of transaction : On-market sale of shares
Number of shares : 5,727
Highest price traded : R16.01
Lowest price traded : R16.00
Volume weighted average price : R16.00
Total value of transaction : R91,639.20
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 : 27 March 2017
Nature of transaction : On-market sale of shares
Number of shares : 6,165
Highest price traded : R16.01
Lowest price traded : R16.00
Volume weighted average price : R16.00
Total value of transaction : R98,647.75
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 : 27 March 2017
Nature of transaction : On-market sale of shares
Number of shares : 7,237
Highest price traded : R16.01
Lowest price traded : R16.00
Volume weighted average price : R16.00
Total value of transaction : R115,801.10
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 : 27 March 2017
Nature of transaction : On-market sale of shares
Number of shares : 27,599
Price : R16.00
Total value of transaction : R441,584.00
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 : 27 March 2017
Nature of transaction : On-market sale of shares
Number of shares : 9,014
Price : R16.00
Total value of transaction : R144.224.00
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 : 29 March 2017
Nature of transaction : On-market sale of shares
Number of shares : 4,938
Highest price traded : R15.61
Lowest price traded : R15.60
Volume weighted average price : R15.60
Total value of transaction : R77,053.60
Nature of interest : Direct beneficial
Clearance obtained : Yes

Company Secretary : JMJ Maher
Company : RCL Foods Limited
Date of transaction : 29 March 2017
Nature of transaction : On-market sale of shares
Number of shares : 4,990
Highest price traded : R15.61
Lowest price traded : R15.60
Volume weighted average price : R15.60
Total value of transaction : R77,865.02
Nature of interest : Direct beneficial
Clearance obtained : Yes


Durban
30 March 2017

Sponsor
RAND MERCHANT BANK (A division of FirstRand Bank Limited)

Date: 30/03/2017 04:58:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ("JSE").
The JSE does not, whether expressly, tacitly or implicitly, represent, warrant or in any way guarantee the truth, accuracy or completeness of
the information published on SENS. The JSE, their officers, employees and agents accept no liability for (or in respect of) any direct,
indirect, incidental or consequential loss or damage of any kind or nature, howsoever arising, from the use of SENS or the use of, or reliance on,
information disseminated through SENS.

2017-03-28

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)

Date: 28/03/2017 04:14:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ("JSE").
The JSE does not, whether expressly, tacitly or implicitly, represent, warrant or in any way guarantee the truth, accuracy or completeness of
the information published on SENS. The JSE, their officers, employees and agents accept no liability for (or in respect of) any direct,
indirect, incidental or consequential loss or damage of any kind or nature, howsoever arising, from the use of SENS or the use of, or reliance on,
information disseminated through SENS.

2017-03-22

RCL FOODS LIMITED - Dealing in securities by a director of a major subsidiary


RCL 201703220025A
Dealing in securities by a director of a major subsidiary

RCL FOODS LIMITED
(Incorporated in the Republic of South Africa)
(Registration number: 1966/004972/06)
ISIN: ZAE000179438
Share Code: RCL

DEALING IN SECURITIES BY A DIRECTOR OF A MAJOR SUBSIDIARY

In compliance with the JSE Limited Listings Requirements, the following
information is disclosed:


Director : W A De Wet
Company : RCL Foods Sugar & Milling(Pty) Ltd
Date of transaction : 16 March 2017
Nature of transaction : On-market sale of shares
Class of securities : Ordinary shares
Number of shares sold : 50,000 at R16.60 and 50,000 at 16.75
Total value of transaction : R1,667,500
Nature of interest : Direct beneficial
Clearance obtained : Yes


Durban
22 March 2017

Sponsor
RAND MERCHANT BANK (A division of FirstRand Bank Limited)

Date: 22/03/2017 03:41:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ("JSE").
The JSE does not, whether expressly, tacitly or implicitly, represent, warrant or in any way guarantee the truth, accuracy or completeness of
the information published on SENS. The JSE, their officers, employees and agents accept no liability for (or in respect of) any direct,
indirect, incidental or consequential loss or damage of any kind or nature, howsoever arising, from the use of SENS or the use of, or reliance on,
information disseminated through SENS.

2017-03-15

RCL FOODS LIMITED - Dealings in share appreciation rights (SARs) by directors of a major subsidiary


RCL 201703150046A
Dealings in share appreciation rights (“SARs”) by directors of a major subsidiary

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 DIRECTORS OF A
MAJOR SUBSIDIARY

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 : S Balidis
Company : RCL Foods Consumer Pty Ltd, a
major subsidiary of the Company
Date of transaction : 10 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 : 46,708
SARs award price : R14.73
SARs exercise price : R15.86
Total gain on transaction : R52,766.22
Equivalent number of shares : 3,327
Nature of interest : Direct beneficial
Clearance obtained : Yes

Director : DS Milne
Company : RCL Foods Consumer Pty Ltd, a
major subsidiary of the Company
Date of transaction : 13 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 : 98,604
SARs award price : R14.73
SARs exercise price : R15.98
Total gain on transaction : R123,253.74
Equivalent number of shares : 7,713
Nature of interest : Direct beneficial
Clearance obtained : Yes

Director : SA Van Der Merwe
Company : RCL Foods Consumer Pty Ltd, a
major subsidiary of the Company
Date of transaction : 13 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 : 35,153
SARs award price : R14.73
SARs exercise price : R15.98
Total gain on transaction : R43,929.02
Equivalent number of shares : 2,749
Nature of interest : Direct beneficial
Clearance obtained : Yes

Director : WE Schwimmbacher
Company : RCL Foods Consumer Pty Ltd, a
major subsidiary of the Company
Date of transaction : 15 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 : 67,621
SARs award price : R14.73
SARs exercise price : R16.02
Total gain on transaction : R87,228.90
Equivalent number of shares : 5,445
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 : WE Schwimmbacher
Company : RCL Foods Consumer Pty Ltd, a
major subsidiary of the Company
Date of transaction : 15 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 : 78,023
SARs award price : 28,294 at R13.20; 49,729 at R14.04
SARs exercise price : R16.02
Total gain on transaction : R178,238.52
Equivalent number of shares : 11,126
Nature of interest : Direct beneficial
Clearance obtained : Yes


Durban
15 March 2017

Sponsor
RAND MERCHANT BANK (A division of FirstRand Bank Limited)

Date: 15/03/2017 05:18:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ("JSE").
The JSE does not, whether expressly, tacitly or implicitly, represent, warrant or in any way guarantee the truth, accuracy or completeness of
the information published on SENS. The JSE, their officers, employees and agents accept no liability for (or in respect of) any direct,
indirect, incidental or consequential loss or damage of any kind or nature, howsoever arising, from the use of SENS or the use of, or reliance on,
information disseminated through SENS.

2017-03-14

RCL FOODS LIMITED - Dealing in securities by a director of a major subsidiary


RCL 201703140050A
Dealing in securities by a director of a major subsidiary

RCL FOODS LIMITED
(Incorporated in the Republic of South Africa)
(Registration number: 1966/004972/06)
ISIN: ZAE000179438
Share Code: RCL

DEALING IN SECURITIES BY A DIRECTOR OF A MAJOR SUBSIDIARY

In compliance with the JSE Limited Listings Requirements, the following information is
disclosed:


Director : D S Pitman
Company : RCL Foods Consumer (Pty) Ltd
Date of transaction : 13 March 2017
Nature of transaction : Off market delivery of conditional shares and
subsequent on-market sale of shares
Class of securities : Ordinary shares
Number of conditional shares delivered and : 359,837
sold
Selling price per share : R16.00
Total value of transaction : R5,757,392.00
Nature of interest : Direct beneficial
Clearance obtained : Yes


Durban
14 March 2017

Sponsor
RAND MERCHANT BANK (A division of FirstRand Bank Limited)

Date: 14/03/2017 05:03:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ("JSE").
The JSE does not, whether expressly, tacitly or implicitly, represent, warrant or in any way guarantee the truth, accuracy or completeness of
the information published on SENS. The JSE, their officers, employees and agents accept no liability for (or in respect of) any direct,
indirect, incidental or consequential loss or damage of any kind or nature, howsoever arising, from the use of SENS or the use of, or reliance on,
information disseminated through SENS.

2017-03-06

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


RCL 201703060046A
Dealings in share appreciation rights (“SARs”) by a director 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
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 : S B Heath
Company : RCL Foods Consumer Pty Ltd, a
major subsidiary of the Company
Date of transaction : 28 February 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 : 237,131
SARs award price : R14.73
SARs exercise price : R15.51
Total gain on transaction : R184,956.75
Equivalent number of shares : 11,925
Nature of interest : Direct beneficial
Clearance obtained : Yes

Director : M Clayton
Company : Vector Logistics Pty Ltd, a major
subsidiary of the Company
Date of transaction : 28 February 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 : 53,170
SARs award price : R14.73
SARs exercise price : R15.51
Total gain on transaction : R41,458.23
Equivalent number of shares : 2,673
Nature of interest : Direct beneficial
Clearance obtained : Yes

Director : P D Cruickshank
Company : RCL Foods Sugar & Milling Pty
Ltd, a major subsidiary of the
Company
Date of transaction : 1 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 : 77,517
SARs award price : R14.73
SARs exercise price : R15.68
Total gain on transaction : R73,633.28
Equivalent number of shares : 4,696
Nature of interest : Direct beneficial
Clearance obtained : Yes

Director : M Dally
Company : RCL Foods Limited
Date of transaction : 1 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 : 929,256
SARs award price : R14.73
SARs exercise price : R15.68
Total gain on transaction : R882,784.00
Equivalent number of shares : 56,300
Nature of interest : Direct beneficial
Clearance obtained : Yes

The following transactions are disclosed in relation to SARs which
were awarded on 5 September 2012 and are due to expire on 5
September 2019. 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 : S B Heath
Company : RCL Foods Consumer Pty Ltd, a
major subsidiary of the Company
Date of transaction : 28 February 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 : 124,810
SARs award price : R13.20
SARs exercise price : R15.51
Total gain on transaction : R288,299.88
Equivalent number of shares : 18,588
Nature of interest : Direct beneficial
Clearance obtained : Yes


Durban
6 March 2017

Sponsor
RAND MERCHANT BANK (A division of FirstRand Bank Limited)

Date: 06/03/2017 03:47:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ("JSE").
The JSE does not, whether expressly, tacitly or implicitly, represent, warrant or in any way guarantee the truth, accuracy or completeness of
the information published on SENS. The JSE, their officers, employees and agents accept no liability for (or in respect of) any direct,
indirect, incidental or consequential loss or damage of any kind or nature, howsoever arising, from the use of SENS or the use of, or reliance on,
information disseminated through SENS.

2017-02-24

RCL FOODS -dividend withholding tax rate amendment


Shareholders are referred to the announcement released on the Stock Exchange News Service on 23 February 2017 in which they were advised, inter alia, that the board of directors had resolved to declare an interim gross cash dividend of 10,0 cents per share to shareholders recorded in the register of the company on 21 April 2017.

Shareholders are now advised that, consequent to the announcement by the Minister of Finance of an increase in the dividend withholding tax (“DWT”) rate from 15% to 20%, in his budget speech of 22 February 2017, the DWT applicable to the gross cash dividend to be paid to shareholders who are not exempt from DWT is 20%.

The net dividend amount is accordingly 8.0 cents per share and not 8.5 cents per share, as previously announced. The remainder of the announcement is unaffected.

2017-02-23

RCL FOODS interim results December 2016


Revenue for the interim period increased to R13.1 billion (2015: R12.9 billion). Operating profit before depreciation, amortisation and impairment (EBITDA) decreased to R900.4 million (2015: R1.2 billion), operating profit lowered to R355.5 million (2015: R761.3 million), while profit for the period attributable to equity holders of the company dropped to R321.7 million (2015: R736.7 million). Furthermore, headline earnings per share dropped at 47.6 cents per share (2015: 86.2 cents per share).

Dividend
The directors have resolved to declare an interim gross cash dividend (number 84) of 10.0 cents per share for the six months ended 31 December 2016 (H1 2016: 15.0 cents).

Prospects
RCL FOODS expects demand, and therefore volumes, to remain constrained. As a result, synergies, overhead savings and production efficiencies will continue to receive substantial focus. The group has a good pipeline of innovations across a number of product categories, designed to drive further market share gains. Within the Sugar business unit, rainfall, industry pricing and import levels remain key drivers of profitability for H2 2017.

The outcome of the chicken industry"s crisis remains uncertain, but the group is satisfied that the South African Government is aware of the enormity of the matter, and the group has taken substantial corrective action to safeguard the business. The Hammarsdale downsizing will impact on the Animal Feed and Logistics business units" second half results.

The group remains confident in its strategy and are making steady progress towards our goal of a diversified portfolio, focused on adding higher margin, added value products and categories. This set of results was characterised by significant external pressures.

2017-01-31

RCL FOODS - business update & trading statement


RCL FOODS' financial results for the six months ended 31 December 2016 will be materially impacted by the severe challenges faced by the local chicken industry due to dumped imports and high feed input costs. Excluding RCL FOODS' Chicken business unit performance, the balance of the Group will show trading profit growth over the comparable period. The Sugar business unit has shown improvement on the back of the higher industry pricing and better channel mix. The turnaround within the Millbake business unit has progressed well with the Gauteng bakeries returning to profitability. Certain key brands within the Groceries business unit have continued to grow volumes in a competitive market environment.

RCL FOODS released a SENS (“Stock Exchange News Service”) announcement on 27 September 2016 announcing its intention to downsize its Chicken business unit to restore its profitability by limiting production of consequential commodity products but continuing to grow the demand-driven portfolio, largely comprising the foodservice market. The Chicken business unit has initiated a programme to reduce its Hammarsdale operations to a single shift, thereby eliminating a portion of loss making IQF (Individually Quick Frozen) product. Before consideration of the once off costs referred to below, the Chicken business unit is expected to record a loss for the first six months of the financial year.

Trading statement
Shareholders are advised that RCL FOODS expects that its headline earnings per share (“HEPS”) for the six months ended 31 December 2016 is expected to be between 40.0 cents (-54.1%) and 55.0 cents (-36.9%) when compared to reported HEPS of 87.2 cents for the corresponding six months ended 31 December 2015.

Earnings per share (“EPS”) for the six months ended 31 December 2016 is expected to be between 30.0 cents (-65.3%)and 45.0 cents (-48.0%) when compared to reported EPS of 86.5 cents for the corresponding six months ended 31 December 2015.

The interim financial results for the six months ended 31 December 2016 have been impacted by three material abnormal items, namely:
- An after-tax impairment of R102.7 million (excluded from headline earnings) for redundant plant and equipment related to the decision to reduce commodity chicken volumes. The impact on EPS is a negative 11.9 cents.
- The recognition of a R37.4 million after-tax provision for restructuring costs and fair value adjustments on biological assets, also associated with the decision to reduce chicken volumes. The impact on HEPS and EPS is a negative 4.3 cents.
- A foreign exchange loss of R27.9 million (nil tax impact), as a result of Rand:Dollar appreciation, relating to the settlement of the Zam Chick and Zamhatch options. The impact on HEPS and EPS is a negative 3.2 cents.

As previously reported, the results for the corresponding six months ended 31 December 2015 were materially impacted by the release of a R163.3 million provision for uncertain taxation disputes raised as part of the Foodcorp acquisition. The release had no cashflow impact. The impact on HEPS and EPS in the 31 December 2015 results was a positive 18.9 cents.

The results for the six months ended 31 December 2016 include a negative after-tax IAS39 period on period movement of R56.4 million (HEPS and EPS impact of 6.5 cents) relating to the Group's raw material procurement strategy. This impact is largely attributable to the strengthening of the rand exchange rate.

The Group's interim financial results for the period ended 31 December 2016 are expected to be released on SENS on 23 February 2017.