Foodcorp Announces the Launch of a euro 415 Million Offering of Seven-Year Senior Secured Notes

JOHANNESBURG, February 21, 2011 /PRNewswire/ --

Foodcorp (Proprietary) Limited, a leading South African manufacturer of quality branded and private label food products, announced today the launch of an offering of euro 415 million aggregate principal amount of seven-year senior secured notes (the "Notes").

The proceeds of the offering will be used to refinance existing senior secured notes, settle existing hedging arrangements and fund the repurchase or redemption of certain securities issued by its parent company, New Foodcorp Holdings (Proprietary) Limited, and for general corporate purposes. J.P. Morgan and Barclays Capital are acting as joint book-running managers. North Sea Partners is acting as a financial advisor to Foodcorp.

This announcement does not constitute an offer to sell or the solicitation of an offer to buy the Notes and shall not constitute an offer, solicitation or sale in any jurisdiction in which, or to any persons to whom, such offering, solicitation or sale would be unlawful.

The Notes have not been, and will not be, registered under the U.S. Securities Act of 1933, as amended (the "Securities Act"), or any state securities laws. The Notes are being sold in the United States only to qualified institutional buyers in accordance with Rule 144A under the Securities Act and outside the United States in reliance on Regulation S under the Securities Act.

This announcement also does not constitute an offer of the Notes in South Africa. Pursuant to South African Exchange Control regulations, it is not permissible to offer or sell, either directly or indirectly, the Notes to prospective investors in South Africa. Accordingly, the Notes are not being offered or sold to prospective investors in the Republic of South Africa. The offer of the Notes is not an "offer to the public" as defined in Section 142 of the Companies Act, No. 61 of 1973 (as amended) and this announcement does not, nor is it intended to, constitute a prospectus prepared and registered under the Companies Act.

Promotion of the Notes in the United Kingdom is restricted by the Financial Services and Markets Act 2000 (the "FSMA"), and accordingly, the Notes are not being promoted to the general public in the United Kingdom. This announcement is for distribution only to persons who (i) have professional experience in matters relating to investments (being investment professionals falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (as amended, the "Financial Promotion Order")), (ii) are persons falling within Article 49(2)(a) to(d) of the Financial Promotion Order, (iii) are outside the United Kingdom, or (iv) are persons to whom an invitation or inducement to engage in investment activity (within the meaning of section 21 of the FSMA) may otherwise lawfully be communicated or caused to be communicated (all such persons together being referred to as "relevant persons"). This announcement is directed only at relevant persons and must not be acted on or relied on by persons who are not relevant persons.

In addition, if and to the extent that this announcement is communicated in, or the offer of Notes to which it relates is made in, any EEA member state that has implemented Directive 2003/71/EC (together with any applicable implementing measures in any member state, the "Prospectus Directive"), this announcement and the offering of any Notes described herein are only addressed to and directed at persons in that member state who are qualified investors within the meaning of the Prospectus Directive or in any other circumstances falling within Article 3(2) of the Prospectus Directive (or who are other persons to whom the offer may lawfully be addressed) and must not be acted on or relied on by other persons in that member state. This announcement does not constitute a prospectus within the meaning of the Prospectus Directive or an offer to the public.