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Publication of Rainbow Pre-Listing Statement, an Independent Analyst Research Report and Finalisation Announcement
RCL FOODS LIMITED
(Incorporated in the Republic of South Africa)
(Registration number: 1966/004972/06)
ISIN: ZAE000179438
Share code: RCL
("RCL FOODS")
PUBLICATION OF THE RAINBOW PRE-LISTING STATEMENT, PUBLICATION OF AN INDEPENDENT
ANALYST RESEARCH REPORT AND FINALISATION ANNOUNCEMENT
1. INTRODUCTION AND BACKGROUND
1.1. RCL FOODS' shareholders ("Shareholders") are referred to the announcement released by RCL FOODS
on the Stock Exchange News Service of the JSE ("SENS") on 4 June 2024, wherein Shareholders were
advised that the board of directors of RCL FOODS ("Board") had approved the listing on the Main Board
of the JSE ("Listing") of all of the issued ordinary no par value shares ("Rainbow Shares") of Rainbow
Chicken Limited ("Rainbow") and the subsequent unbundling thereof by way of a pro rata distribution in
specie to Shareholders ("Unbundling").
1.2. Shareholders are hereby advised that all conditions to the Listing and the Unbundling have been fulfilled
and the pre-listing statement ("Pre-listing Statement") of Rainbow is being published today, Monday, 10
June 2024, and will be accessible on the Rainbow website at (https://rainbowchickens.co.za/investor-
relations/) and the RCL FOODS website at (https://rclfoods.com/investor-center/transaction-documents/).
1.3. All capitalised terms used but not defined in this announcement shall bear the meanings ascribed to them
in the Pre-listing Statement.
2. SALIENT DATES AND TIMES
The salient dates and times relating to the Listing and Unbundling are as follows:
2024
Publication of the Pre-listing Statement on the RCL FOODS' website and the Monday, 10 June
Rainbow website on
Abridged Pre-listing Statement released on SENS on Monday, 10 June
Pre-listing Statement distributed to Shareholders on Monday, 10 June
Release of the Unbundling finalisation announcement by RCL FOODS on SENS on Monday, 10 June
Last day to trade for Shareholders to be entitled to participate in the Unbundling Tuesday, 25 June
RCL FOODS Shares commence trading "ex" entitlement to Rainbow Shares Wednesday, 26 June
Listing of Rainbow Shares on the Main Board of the JSE under the abbreviated name Wednesday, 26 June
Rainbow, share code RBO and ISIN ZAE000334850, and shares commence trading
on
Announcement of specified ratio to apportion existing cost/base cost of RCL FOODS Thursday, 27 June
Shares between Rainbow Shares and RCL FOODS Shares for taxation/CGT
purposes released on SENS by 11:00
Unbundling record date to receive JSE-listed Rainbow Shares pursuant to the Friday, 28 June
Unbundling
Closing price of RCL FOODS Shares and Rainbow Shares to be released on SENS Friday, 28 June
after market close on
Unbundling operative date, being the date on which JSE-listed Rainbow Shares are Monday, 1 July
unbundled to Shareholders entitled to participate in the Unbundling
RCL FOODS Shareholders' CSDP or Broker accounts updated and credited with Monday, 1 July
JSE-listed Rainbow Shares
Notes:
1. All references to times shown in the Pre-listing Statement are to South African standard time.
2. There may be no rematerialisation or dematerialisation of RCL FOODS Shares between Wednesday,
26 June 2024 and Friday, 28 June 2024, both days inclusive
3. LISTING ON THE JSE
3.1. Rainbow has complied with all the requirements of the JSE for the Listing and has been granted approval
for a listing of all its issued shares on the Main Board of the JSE under the abbreviated name "Rainbow",
share code "RBO" and ISIN ZAE000334850, with effect from the commencement of trade on Wednesday,
26 June 2024. The Rainbow Shares will be listed in the "Consumer Goods" sector ("Food Products" sub-
sector) of the Main Board of the JSE.
3.2. The Rainbow Shares can only be traded on the JSE in dematerialised (electronic) form.
4. COPIES OF THE PRE-LISTING STATEMENT
Copies of the Pre-listing Statement are available in English only and are available for inspection during normal
office hours at the registered office of Rainbow at Southdowns Ridge Office Park, Suite 12, Ground Floor,
Corner John Vorster and Nelmapius Drive, Irene, Centurion, 0062, and of RCL FOODS at Ten The Boulevard,
Westway Office Park, Westville, 3629. The Pre-listing Statement will also be available on the Rainbow
website (https://rainbowchickens.co.za/investor-relations/) and the RCL FOODS website
(https://rclfoods.com/investor-center/transaction-documents/).
5. PUBLICATION OF AN INDEPENDENT ANALYST RESEARCH REPORT
5.1. In light of the publication of the Pre-listing Statement, Rainbow and RCL FOODS have sought to provide
Shareholders with additional information regarding Rainbow and have, for this purpose, commissioned the
preparation of an independent analyst research report ("Research Report") by VS Research (Pty) Limited.
5.2. The Research Report has been commissioned to provide Shareholders and investors with more detailed
information regarding the poultry industry and comprehensive operational and historical financial information
about Rainbow. The Research Report is not intended to, and does not, constitute investment advice but
rather seeks to provide Shareholders and investors with an independent perspective and analysis of
Rainbow's business prior to the Unbundling.
5.3. Shareholders are advised that the Research Report in no way replaces, substitutes or obviates the Pre-listing
Statement or the disclosures made therein, and should be considered an independent source of information
pertaining to the Rainbow business and the industry/environment in which it operates. Any investment
decisions by Shareholders and/or investors should be based on a careful consideration of the information
contained in the Pre-listing Statement.
5.4. Shareholders are further advised that the information contained in the Research Report has not been
independently audited or otherwise independently verified, and has been based on, inter alia, previously
published historical financial information of Rainbow.
5.5. Shareholders are advised that the Research Report will be published by Rainbow and RCL FOODS on
Tuesday, 11 June 2024, and will be accessible on both the Rainbow website
(https://rainbowchickens.co.za/investor-relations/) and the RCL FOODS website
(https://rclfoods.com/investor-center/transaction-documents/).
Westville
10 June 2024
Financial Adviser and Transaction Sponsor
Rand Merchant Bank (A division of FirstRand Bank Limited)
Legal Adviser to RCL Foods and Rainbow
Edward Nathan Sonnenbergs Incorporated (trading as ENS)
Date: 10-06-2024 07:15:00
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.
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