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”)

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:

  1.
  NAME OF DIRECTOR                         PM Roux
  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        15 February 2016
  DATE OF PHANTOM SHARE RIGHT ACCEPTANCE   17 February 2016
  PHANTOM SHARE RIGHT STRIKE PRICE         13 021
  (CENTS)
  NUMBER OF PHANTOM SHARE RIGHTS           48 552
  ALLOCATED
  STRIKE DATES OF PHANTOM SHARE RIGHTS     15 February 2019; 15 February
                                           2020 and 15 February 2021
  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

  2.
  NAME OF DIRECTOR                         CJ Hess
  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        15 February 2016
  DATE OF PHANTOM SHARE RIGHT ACCEPTANCE   17 February 2016
  PHANTOM SHARE RIGHT STRIKE PRICE         13 021
  (CENTS)
  NUMBER OF PHANTOM SHARE RIGHTS           18 990 (1)
  ALLOCATED                                3 161 (2)
  STRIKE DATES OF PHANTOM SHARE RIGHTS     15 February 2019; 15 February
                                           2020 and 15 February 2021 (1)
                                           15 February 2021 (2)
  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

  3.
  NAME OF DIRECTOR/COMPANY SECRETARY       JA Jacobs
  COMPANY OF WHICH I AM A DIRECTOR         Pioneer Food Group Limited
  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        15 February 2016
  DATE OF PHANTOM SHARE RIGHT ACCEPTANCE   17 February 2016
  PHANTOM SHARE RIGHT STRIKE PRICE         13 021
  (CENTS)
  NUMBER OF PHANTOM SHARE RIGHTS           9 340 (1)
  ALLOCATED                                1 035 (2)
  STRIKE DATES OF PHANTOM SHARE RIGHTS     15 February 2019; 15 February
                                           2020 and 15 February 2021 (1)
                                           15 February 2021 (2)
  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 1 035 Phantom Share Rights granted to Ms JA Jacobs in terms of the
       Black Management Share Incentive Scheme will vest in one tranche on 15
       February 2021.
e.     The 3 161 Phantom Share Rights granted to Ms CJ Hess in terms of the
       Black Management Share Incentive Scheme will vest in one tranche on 15
       February 2021.
f.     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.
g.     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.

18 February 2016
Bellville

Sponsor
PSG Capital

Date: 18/02/2016 03:15:00 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.