Description of Activities

Description of transaction: The proposed transaction involves the acquisition by Premier Group Limited of the issued ordinary shares in RFG Holdings Limited, in exchange for the issue by Premier of its ordinary shares in terms of a share swap ratio, implemented by way of a scheme or arrangement between the board of directors of RFG and RFG’s shareholders.

Acquiring group: The primary acquiring undertaking is Premier Group Limited, a JSE-listed company incorporated in the Republic of South Africa.  Premier operates mainly in the staple foods sector, focusing on products like bread, wheat flour, maize meal, and other related staples. Its Groceries & International division produces sugar-based confectionery as well as home and personal care products.

Target undertaking: The primary target undertaking is RFG Holdings Limited, a public company listed on the Johannesburg Stock Exchange and incorporated in accordance with the laws of South Africa. RFG operates mainly in the long-life and convenience food sector, producing canned fruit and vegetables, jams, fruit juices and nectars, baby foods, canned meats, and dry packaged foods. It also manufactures fresh and frozen ready meals, pies, and pastries. 

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