Phatisa Food Fund 2 L.L.C., a fund managed by Phatisa Fund Managers L.L.C. agreed to acquire 40% stake in Rolfes Holdings Limited (JSE:RLF) from Westbrooke Special Opportunities SNN QI Hedgefund, Steyn Capital SNN QI Hedge Fund and others for approximately ZAR 480 million on October 31, 2019. Pursuant to the transaction, Phatisa will offer a ZAR 3 per share. The scheme will be implemented by way of the scheme of arrangement. Phatisa will fund the scheme consideration and/or the subscription payable for the subscription shares from its own available cash resources. Post the implementation, Rolfes will then be delisted from the Main Board of the JSE. If Rolfes elects to implement a Competing Proposal or breaches any material obligation to the Offeror, Rolfes has agreed to reimburse the Offeror (or its nominee), within 5 business days of demand, for its costs and expenses incurred in connection with the Transaction, subject to a maximum amount of 1% of the Offeror Consideration (exclusive of VAT). Rolfes has granted the Offeror exclusivity from the Signature Date until the date of the Scheme Meeting.

Rolfes Directors, SS Mafoyane, MM Dyasi, DM Mncube, MG Mokoka and JR Winer shall resign from the Board with effect from the operative date and only once the scheme has become unconditional. The scheme is subject to the approval by the Rolfes shareholders by special resolution at the shareholder meeting called to approve the scheme of arrangement, approval of Independent Board of Rolfes, exercise of appraisal rights and receipt by Rolfes of consents or waivers from lenders. It is a condition of the transaction that the two largest shareholders, Masimong Chemicals Proprietary Limited and Sabvest Finance and Guarantee Corporation Proprietary Limited and certain identified management members continue as shareholders. In addition, it is a condition that the company is delisted so a partial offer was not deemed practical. The unconditional approval of the transaction is obtained from the Financial Surveillance Department of the South African Reserve Bank, the Takeover Regulation Panel and all relevant competition authorities. The resultant shareholding of the Offeror pursuant to the Scheme becoming unconditional will be 43.63%. The scheme was approved by shareholders of Rolfes Holdings Limited on January 9, 2020. The Independent Board recommends that all Rolfes Shareholders vote in favour of the Transaction. All of the Scheme Conditions have been fulfilled or waived. Accordingly, the Scheme has become unconditional with effect from January 27, 2020.

The implementation of the scheme will be subject to the fulfilment or waiver of the following conditions by not later than February 28, 2020. Webber Wentzel acted as the legal advisor to Phatisa Fund Managers and Apex Partners Holdings Proprietary Limited acted as the corporate financial advisor to Rolfes for a fee of ZAR 11.2 million. The independent expert to the independent Board was BDO Corporate Finance Proprietary Limited for a fee of ZAR 0.3 million. Oaklins' team in South Africa acted as transaction sponsor to Rolfes Holdings Limited.

Phatisa Food Fund 2 L.L.C., a fund managed by Phatisa Fund Managers L.L.C. completed the acquisition of 40% stake in Rolfes Holdings Limited (JSE:RLF) from Westbrooke Special Opportunities SNN QI Hedgefund, Steyn Capital SNN QI Hedge Fund and others on February 13, 2020.