PIONEER FOOD GROUP LIMITED - Acceptance Of Allocated Phantom Share Rights In Terms Of The Pioneer Foods Equity Settled Phantom Share Plan

Acceptance Of Allocated Phantom Share Rights In Terms Of The Pioneer Foods Equity Settled Phantom Share Plan

Pioneer Food Group Limited
Incorporated in the Republic of South Africa
Registration number: 1996/017676/06
Share code: PFG
ISIN code: ZAE000118279
(“Pioneer Foods” or “the Company”)

    1. ACCEPTANCE OF ALLOCATED PHANTOM SHARE RIGHTS IN TERMS OF THE PIONEER
       FOODS EQUITY SETTLED PHANTOM SHARE PLAN

In compliance with rules 3.63 to 3.74 of the JSE Listings Requirements,
the following information is disclosed:

A
    NAME OF DIRECTOR                         TA Carstens
    COMPANY OF WHICH I AM A DIRECTOR         Pioneer Food Group Limited
    STATUS:EXECUTIVE/NON-EXECUTIVE           Executive
    TYPE OF SECURITIES                       Equity Settled Phantom Share
                                             Rights
    CLASS OF SECURITIES                      Ordinary Shares
    DATE OF PHANTOM SHARE RIGHT GRANT        14 February 2018
    DATE OF PHANTOM SHARE RIGHT ACCEPTANCE   20 February 2018
    PHANTOM SHARE RIGHT STRIKE PRICE         13 496
    (CENTS)
    NUMBER OF PHANTOM SHARE RIGHTS           237 394
    ALLOCATED
    STRIKE DATES OF PHANTOM SHARE RIGHTS     14 February 2021; 14 February
                                             2022 and 14 February 2023
    PERIOD OF EXERCISE                       Participants have until
                                             midnight on the 6 month
                                             anniversary of the relevant
                                             vesting date during which the
                                             Phantom Share Rights can be
                                             exercised
    NATURE OF TRANSACTION                    Acceptance of Phantom Share
                                             Rights in terms of the Pioneer
                                             Foods Equity Settled Phantom
                                             Share Plan
                                             (Off-market transaction)
    NATURE AND EXTENT OF INTEREST IN THE
    TRANSACTION                              Direct, Beneficial

B
    NAME OF DIRECTOR                         F Lombard
    COMPANY OF WHICH I AM A DIRECTOR         Pioneer Food Group Limited
    STATUS:EXECUTIVE/NON-EXECUTIVE           Executive
    TYPE OF SECURITIES                       Equity Settled Phantom Share
                                             Rights
    CLASS OF SECURITIES                      Ordinary Shares
    DATE OF PHANTOM SHARE RIGHT GRANT        14 February 2018
    DATE OF PHANTOM SHARE RIGHT ACCEPTANCE   20 February 2018
    PHANTOM SHARE RIGHT STRIKE PRICE         13 496
    (CENTS)
    NUMBER OF PHANTOM SHARE RIGHTS           89 810
    ALLOCATED
    STRIKE DATES OF PHANTOM SHARE RIGHTS     14 February 2021; 14 February
                                             2022 and 14 February 2023
     PERIOD OF EXERCISE                       Participants have until
                                              midnight on the 6 month
                                              anniversary of the relevant
                                              vesting date during which the
                                              Phantom Share Rights can be
                                              exercised
     NATURE OF TRANSACTION                    Acceptance of Phantom Share
                                              Rights in terms of the Pioneer
                                              Foods Equity Settled Phantom
                                              Share Plan
                                              (Off-market transaction)
     NATURE AND EXTENT OF INTEREST IN THE
     TRANSACTION                              Direct, Beneficial

C
     NAME OF DIRECTOR/COMPANY SECRETARY       JA Jacobs
     COMPANY OF WHICH I AM COMPANY            Pioneer Food Group Limited
     SECRETARY
     STATUS:EXECUTIVE/NON-EXECUTIVE           Executive – Company Secretary
     TYPE OF SECURITIES                       Equity Settled Phantom Share
                                              Rights
     CLASS OF SECURITIES                      Ordinary Shares
     DATE OF PHANTOM SHARE RIGHT GRANT        14 February 2018
     DATE OF PHANTOM SHARE RIGHT ACCEPTANCE   19 February 2018
     PHANTOM SHARE RIGHT STRIKE PRICE         13 496
     (CENTS)
     NUMBER OF PHANTOM SHARE RIGHTS           22 704
     ALLOCATED
     STRIKE DATES OF PHANTOM SHARE RIGHTS     14 February 2021; 14 February
                                              2022 and 14 February 2023
     PERIOD OF EXERCISE                       Participants have until
                                              midnight on the 6 month
                                              anniversary of the relevant
                                              vesting date during which the
                                              Phantom Share Rights can be
                                              exercised
     NATURE OF TRANSACTION                    Acceptance of Phantom Share
                                              Rights in terms of the Pioneer
                                              Foods Equity Settled Phantom
                                              Share Plan
                                              (Off-market transaction)
     NATURE AND EXTENT OF INTEREST IN THE
     TRANSACTION                              Direct, Beneficial

Notes:

a.     Clearance to deal in these Phantom Share Rights was obtained in
       accordance with Rule 3.66 of the JSE Listings Requirements.
b.     50% of the Phantom Share Rights will vest in 3 tranches of 33.33% each
       on the vesting dates specified above.
c.     The remaining 50% of the Phantom Share Rights will vest in 3 tranches
       of 33.33% on the vesting dates specified above, subject to a formula
       based on the compound growth of the Company´s headline earnings per
       share from the financial year prior to the date of grant of the Phantom
       Share Rights to the financial year prior to the date of exercise.
d.     The total number of Pioneer Foods shares that will be issued to the
       directors pursuant to the exercise of the Phantom Share Rights will be
       determined according to a formula based on the growth in the share
       price of Pioneer Foods from the date of grant of the Phantom Share
       Rights to the date of exercise. Accordingly, the total number of shares
       and monetary value thereof will only be determined at a future date.
e.     An additional SENS announcement will be made upon the exercise of the
       Phantom Share Rights by each director disclosing the exact number of
       shares issued and the monetary value thereof in accordance with the JSE
       Listings Requirements.


2. Exercise of Phantom Share Rights


     NAME OF DIRECTOR                      JA Jacobs
     COMPANY OF WHICH I AM COMPANY         Pioneer Food Group Limited
     SECRETARY
     STATUS:EXECUTIVE/NON-EXECUTIVE        Executive – Company Secretary
     TYPE OF SECURITIES                    Shares
     CLASS OF SECURITIES                   Ordinary
     DATE OF TRANSACTION                   19 February 2018
     PRICE PER SHARE                       R132.80

     NUMBER OF SECURITIES TRANSACTED       1 482
     TOTAL RAND VALUE OF SECURITIES        R 196 809.60
     NATURE OF TRANSACTION                 Taken delivery of ordinary
                                           shares through the exercise of
                                           953 Phantom Share Rights
                                           granted and accepted in
                                           February 2013 at a strike price
                                           of R55.42 (off-market)
                                           Taken delivery of ordinary
                                           shares through the exercise of
                                           1 590 Phantom Share Rights
                                           granted and accepted in terms
                                           of the Black Management Share
                                           Incentive Scheme in February
                                           2013 at a strike price of
                                           R55.42

     NATURE AND EXTENT OF INTEREST IN      Direct beneficial
     THE TRANSACTION
     CLEARANCE OBTAINED                    Yes

Clearance to deal in these shares was obtained in accordance with rule
3.66 of the JSE Listings Requirements.

20 February 2018

Tyger Valley

Sponsor
PSG Capital

Date: 20/02/2018 04:40:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE'). 
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