PPC LIMITED - Posting of Circular to PPC Shareholders

Posting of Circular to PPC Shareholders

PPC Ltd
Incorporated in the Republic of South Africa
Registration number 1892/000667/06
JSE share code: PPC
ZSE share code: PPC
JSE ISIN ZAE000170049
(“PPC” or the “Company”)


POSTING OF CIRCULAR TO PPC SHAREHOLDERS

1. Introduction
Shareholders of PPC (Shareholders) are referred to the Company announcement
released on the Stock Exchange News Service (SENS) on 7 February 2014, wherein PPC
advised its Shareholders of a proposed broad-based black economic empowerment
(BBBEE) transaction, the highlights of which are:

•   the unwind of a component of PPC’s 2008 BBBEE transaction (First BBBEE
    Transaction) through the acquisition by PPC and a wholly owned subsidiary of PPC
    ordinary shares (PPC Ordinary Shares) that are held directly or indirectly by
    certain BBBEE trusts pursuant to the First BBBEE Transaction (Unwind
    Acquisition);

•   a new BBBEE transaction involving the issue of PPC Ordinary Shares to a new
    trust which has been formed for the benefit of eligible employees of PPC group
    companies, which will hold 5.63% of PPC’s issued ordinary stated capital,
    including treasury shares, following implementation of the proposed transaction;
    and

•   the creation of a new class of cumulative, non-participating perpetual
    preference shares to be used to raise a maximum amount of R2 billion, and
    involving an initial private placement to raise up to R1.4 billion in order to
    fund the Unwind Acquisition,

collectively referred to as the Transaction.

2. Posting of Circular
A circular to Shareholders has been posted today, Monday, 17 February 2014,
containing relevant details regarding the Transaction and incorporating a notice of
general meeting and the form of proxy for the general meeting (Circular).

Shareholders are advised that the Circular is also available on the PPC website:
www.ppc.co.za


3. General Meeting
The general meeting of Shareholders to consider and, if deemed fit, pass with or
without modifications the resolutions set out in the notice of general meeting
(General Meeting), will be held at 10:00 at PPC’s head office, 148 Katherine
Street, Corner Grayston & Katherine on 18 March 2014.

4. Salient dates and times

                                                                              2014
Record date for Shareholders to be eligible to receive                  7 February
this Circular and notice of General Meeting
Circular posted to Shareholders on                             17 February
Last day to trade in PPC Ordinary Shares on the JSE
and ZSE in order to be eligible to vote at the General
Meeting                                                        28 February
Record date to be entitled to participate in and vote
at the General Meeting                                             7 March
Last date for receipt of the forms of proxy for the
General Meeting by 10:00 on                                       14 March
General Meeting to be held at 10:00 at PPC’s head
offices, on                                                       18 March
Results of the General Meeting released on SENS on                18 March
Results of the General Meeting published in the press
on                                                                19 March
Announcement of completion of the Transaction expected
to be released on SENS on or about                                30 April


Notes:
The abovementioned times and dates are South African times and dates and are
subject to change. Any such change will be released on SENS, the Stock Exchange
News Service in Zimbabwe and published in the press in South Africa.
Should the General Meeting be adjourned or postponed, it is requested that forms of
proxy be received by no later than 48 hours (excluding Saturdays, Sundays and
statutory or proclaimed public holidays in South Africa) prior to the time of the
adjourned or postponed General Meeting.

Sandton
17 February 2014

For enquiries:
Jaco Snyman (Group Company Secretary)
PPC Ltd
Telephone +27 11 386 9000
Email jaco.snyman@ppc.co.za

Financial adviser:
Regiments Capital (Proprietary) Limited
Sponsor:
Merrill Lynch South Africa (Proprietary) Limited
Legal adviser:
Bowman Gilfillan Incorporated
Tax adviser:
Cliffe Dekker Hofmeyr Incorporated
Preference Shares: Lead Arranger and Joint Book-runner
The Standard Bank of South Africa Limited
Preference Shares: Co-Arranger and Joint Book-runner
Rand Merchant Bank (a division of FirstRand Bank Limited)
Independent expert:
KPMG Services (Proprietary) Limited
Independent Reporting accountants:
Deloitte & Touche

Date: 17/02/2014 04:30:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE'). 
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