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PFG - Pioneer Food Group Limited/ KWV Holdings Limited- Joint announcement

Release Date: 02/02/2011 14:10
Code(s): PFG
Wrap Text

PFG - Pioneer Food Group Limited/ KWV Holdings Limited- Joint announcement of withdrawal of offer and termination of section 311 scheme of arrangement process Pioneer Food Group Limited Incorporated in the Republic of South Africa Registration number: 1996/017676/06 Share code: PFG ISIN code: ZAE000118279 KWV Holdings Limited Incorporated in the Republic of South Africa Registration number: 2009/012871/06 ("KWV") PIONEER FOOD GROUP LIMITED ("PIONEER FOODS") / KWV HOLDINGS LIMITED ("KWV") - JOINT ANNOUNCEMENT OF WITHDRAWAL OF OFFER AND TERMINATION OF SECTION 311 SCHEME OF ARRANGEMENT PROCESS Pioneer Foods and KWV Shareholders ("Shareholders") are referred to the previous joint announcement from Pioneer Foods and KWV (the "Parties") which was published on the Securities Exchange News Services ("SENS") of the JSE Limited ("JSE") on 13 December 2010 and in the press on 14 December 2010. In the joint announcement, Shareholders were advised that Pioneer Foods had proposed a scheme of arrangement in terms of section 311 of the Companies Act, 61 of 1973, as amended, between KWV and its shareholders which, if implemented, would result in Pioneer Foods acquiring the entire issued share capital of KWV in consideration for the settlement of the scheme consideration of R12 (twelve rand) per share to the scheme participants, subject to a downward adjustment as previously stated (the "Scheme"). Following discussions with KWV shareholders, KWV has received confirmation from certain significant shareholders that due to the offer price and possible adjustment thereof, they will not support the proposed Scheme. Consequently, the Parties have concluded that there will not be sufficient support to pass the requisite resolution to approve the proposed Scheme at the scheme meeting. The Parties have therefore agreed to terminate the scheme process, and therefore the Pioneer Foods offer is withdrawn. KWV is accordingly no longer in an offer period as defined in the Securities Regulation Code on Takeovers and Mergers. 2 February 2011 Transaction advisor and sponsor to Pioneer Foods: PSG Capital (Proprietary) Limited Legal advisors to Pioneer Foods: Cliffe Dekker Hofmeyr Incorporated Merchant bank to KWV: RAND MERCHANT BANK (A division of FirstRand Bank Limited) Legal advisors to KWV: Edward Nathan Sonnenbergs Incorporated Date: 02/02/2011 14:10:01 Supplied by www.sharenet.co.za 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.

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