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PFG - Pioneer Foods - Pioneer Foods Phase II Broad-Based Black Economic Empowerment Transaction Update 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") PIONEER FOODS PHASE II BROAD-BASED BLACK ECONOMIC EMPOWERMENT TRANSACTION UPDATE 1. Introduction 1.1 Pioneer Foods shareholders are referred to the announcement released on SENS on 9 December 2011 relating to the proposed phase II Broad-based Black Economic Empowerment ("B-BBEE") transaction ("Phase II B-BBEE Specific Issue" or "the Transaction")("the December 2011 Announcement"). 1.2 Shareholders are advised that the effective market price for the Transaction has now been determined as R58.04 per Pioneer Foods ordinary share, based on the 30 day volume weighted average price ("VWAP") of Pioneer Foods preceding 23 December 2011. The Phase II B-BBEE Specific Issue will result in an additional 13.54% black shareholding in the Company post implementation of the Transaction through the issue of 28 691 649 shares to the BEE Participants consisting of the B-BBEE Partners, the Black Directors and the Pioneer Foods Education and Community Trust, as set out in the December 2011 Announcement. 2. Potential specific repurchase 2.1 Further to the details as set out in the December 2011 Announcement, the Transaction will be subject to various call options and pre-emptive rights, the exercise of which will give rise to a potential specific repurchase from the B-BBEE Partners and the Black Directors ("the Potential Specific Repurchase"). The Company does not currently anticipate any Potential Specific Repurchase. Further details on the Potential Specific Repurchase are included in the circular to shareholders regarding the Phase II B-BBEE Specific Issue ("the Circular"). 3. UNAUDITED PRO FORMA FINANCIAL INFORMATION 3.1 The updated pro forma financial effects set out below have been prepared to assist Pioneer Foods ordinary shareholders to assess the impact of the Proposed Phase II B-BBEE Specific Issue and Potential Specific Repurchase on the Earnings Per Share ("EPS"), Headline Earnings Per Share ("HEPS"), Net Asset Value ("NAV") and Tangible Net Asset Value ("TNAV") per Pioneer Foods Ordinary Share. The material assumptions are set out in the notes following the table. These pro forma financial effects have been disclosed in terms of the Listings Requirements of the JSE and do not constitute a representation of the future financial position of Pioneer Foods on conclusion of the Proposed Phase II B-BBEE Specific Issue and Potential Specific Repurchase. The pro forma financial effects are the responsibility of the Pioneer Foods board and are provided for illustrative purposes only, and, because of their nature, may not fairly present Pioneer Foods` financial position, changes in its equity, results of operations or cash flows. 3.2 As noted in paragraph 2 above, the Company does not currently anticipate any Potential Specific Repurchase. The table below shows the effect of the Potential Specific Repurchase, based on the assumption that the Potential Specific Repurchase occurs at the 30 day VWAP of Pioneer Foods preceding 23 December 2011. Before the After Change After the Change Proposed the Potential Phase II B- Proposed Specific
BBEE Phase II Repurchas Specific B-BBEE e Issue Specific (cents) (cents) Issue
(cents) EPSSquared 408.4 322.7 -21.0% 326.9 1.3% HEPSSquared 407.0 321.2 -21.1% 325.5 1.3% NAV per 3,059.7 3,110.9 1.7% 3,028.9 -2.6% shareCubed TNAV per 2,651.3 2,702.5 1.9% 2,620.5 -3.0% shareCubed Weighted 178.4 178.4 0.0% average number of shares in issue 178.4 0.0% (millions) 4 Number of 179.4 179.4 0.0% shares in issue (millions)4 179.4 0.0% Notes 1 The EPS, HEPS, NAV and TNAV per Pioneer Foods Ordinary Share "Before the Proposed Phase II B-BBEE Specific Issue" are based
on the published audited results for Pioneer Foods for the year ended 30 September 2011. 2 The EPS and HEPS per Pioneer Foods Ordinary Share After the Proposed Phase II B-BBEE Specific Issue and Potential Specific
Repurchase are based on the assumption that the Proposed Phase II B-BBEE Specific Issue and Potential Specific Repurchase were implemented on 1 October 2010. 3 The NAV and TNAV per Pioneer Foods Ordinary Share After the Proposed Phase II B-BBEE Specific Issue and Potential Specific Repurchase are based on the assumption that the Proposed Phase II B-BBEE Specific Issue and Potential Specific Repurchase were implemented on 30 September 2011.
4 The number and weighted number of ordinary shares in issue have no pro forma adjustments thereto due to the fact that the ordinary shares issued in terms of the Proposed Phase II B- BBEE Specific Issue will be consolidated.
4. Circular to shareholders Shareholders are advised that the Circular, containing full details on the Transaction and notice of general meeting, was dispatched to shareholders on 19 January 2012. The general meeting at which required shareholder approval will be sought will be held immediately after the annual general meeting of the Company on 17 February 2012. 5. Significant changes Save as disclosed above, there has been no significant change affecting any matter contained in the December 2011 Announcement. Stellenbosch 19 January 2012 Sponsor: PSG Capital (Pty) Limited Date: 19/01/2012 16:00:01 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.
