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QUANTUM FOODS HOLDINGS LIMITED - QFH-Abridged Pre-Listing Statement of Quantum Foods - Listing of Quantum Foods on the Main Board of the JSE Limited

Release Date: 18/09/2014 08:05
Code(s): QUAN     PDF:  
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QFH-Abridged Pre-Listing Statement of Quantum Foods - Listing of Quantum Foods on the Main Board of the JSE Limited

QUANTUM FOODS HOLDINGS LIMITED
(previously Business Venture Investments No 1792 Proprietary
Limited)
(Incorporated in the Republic of South Africa)
Registration Number: 2013/208598/06
Share Code: QFH
ISIN Code: ZAE000193686
(“Quantum Foods” or “the Company”)

ABRIDGED PRE-LISTING STATEMENT OF QUANTUM FOODS - LISTING OF QUANTUM
FOODS ON THE MAIN BOARD OF THE JSE LIMITED (“JSE”)

1.   INTRODUCTION

     The abridged pre-listing statement appearing below (“Abridged
     Pre-listing Statement”), is not an invitation to the public to
     subscribe for shares in Quantum Foods, but is issued in
     compliance with the Listings Requirements of the JSE for the
     purpose of providing information to the public and investors in
     respect of Quantum Foods.

2.   OVERVIEW OF QUANTUM FOODS

     Quantum Foods was established as a division within the Pioneer
     Food Group Limited (“Pioneer Foods”) group of companies
     (“Pioneer Foods Group”) as a means to guarantee bran off-take
     from the Pioneer Foods Group’s wheat mill businesses, whereafter
     Quantum Foods operated as a self-contained business within
     Pioneer Foods.

     Over time, Quantum Foods developed into a fully integrated
     primary agricultural business that now operates in the following
     four focus areas:

     -   animal feeds;

     -   eggs and layer livestock;

     -   broilers; and

     -   related businesses on the African continent outside South
         Africa.

     Quantum Foods will be unbundled to Pioneer Foods shareholders
     (“Unbundling”) and listed on the main board of the JSE on
     6 October 2014 (“Listing”).

     This will be a new listing by way of introduction of the
     Company’s entire issued share capital. Quantum Foods does not
     intend to raise capital leading up to the Listing.

3.   RATIONALE FOR LISTING

     Pioneer Foods has taken a strategic decision to be a focussed
     branded consumer products business. The new focus of Pioneer
     Foods does not include primary agriculture or related businesses
     and accordingly the board of directors of Pioneer Foods took the
     decision   to   unbundle  Quantum   Foods   to  Pioneer   Foods’
     shareholders while simultaneously listing Quantum Foods on the
     main board of the JSE.

     The Unbundling and Listing of Quantum Foods will have the
     following positive outcomes:

      -   it will enable Quantum Foods to develop a shareholder base
          that has an appetite for a protein/food production
          business with an expansion drive on the African continent;

      -   Quantum Foods’ management will be allowed to pursue a
          focused strategy without having to consider the impact on
          the Pioneer Foods Group;

      -   it will enable Quantum Foods to develop its own management
          style and culture;

      -   it will enable Quantum Foods to enter into strategic
          relationships without having to consider the broader
          impact on the Pioneer Foods Group;

      -   it will provide Quantum Foods with direct access to debt
          capital and equity markets; and

      -   the management of Quantum Foods may be appropriately
          incentivised given the characteristics of the industry.

4.   PROSPECTS

     Quantum Foods is a suitable investment for long-term investors
     seeking exposure to food production on the African continent.
     Quantum Foods has an established business and will be the only
     company listed on the JSE with a significant exposure to the
     production of eggs, one of the world’s most economical animal
     protein sources. Quantum Foods has the ability to expand its egg
     business on the African continent on a large scale. This
     represents an attractive opportunity. The Company stands to
     benefit from the projected growth of the African middle class,
     which will drive demand for its products.

     Quantum Foods has also limited its exposure to the volatile
     broiler meat market in South Africa, which has been negatively
     impacted by imports and other imbalances inherent in the
     industry.

     Quantum Foods is adequately capitalised, has largely completed
     its domestic capital expenditure programme and is in a position
     to grow its feed, layer livestock and Gauteng broiler business
     with limited capital expenditure.

     The strategic position of Quantum Foods can be summarised as
     follows:

       - a solid and sustainable animal feeds business with
         guaranteed internal customers;

       - a leading egg business in South Africa;

       - current exposure with growth opportunities in other African
         countries outside South Africa; and

       - an ability to supply breeding stock to the layer industry
         and day-old chicks to the broiler industry.

     Quantum Foods aims to be the most attractive poultry business
     investment in Africa and intends to build a sustainable poultry
     and feeds business through:

       - low-cost operations;

       - farming efficiency; and

       - effective selling and customer relationship management.

5.   LISTING ON JSE

     The JSE has granted Quantum Foods a listing by way of
     introduction of all its issued ordinary shares on the JSE main
     board under the abbreviated name “Quantum”, share code “QFH” and
     ISIN ZAE000193686 with effect from the commencement of trade on
     6 October 2014. Quantum Foods will be listed in the “Farming &
     Fishing” sector.

6.   SHARE CAPITAL

     As at the listing date, the total authorised share capital of
     Quantum Foods will comprise 300 000 000 ordinary no par value
     shares. A special resolution of the shareholders of the Company,
     to increase the authorised share capital of Quantum Foods to
     400 000 000 ordinary no par value shares, was filed at the
     companies and intellectual property commission on 7 August 2014.
     Following the registration of the aforementioned special
     resolution the total authorised share capital of Quantum Foods
     will comprise 400 000 000 ordinary no par value shares.
     On the listing date the issued share capital of Quantum Foods
     will consist of a maximum of 233 284 332 ordinary no par value
     shares, while the stated capital of Quantum Foods will amount to
     R1.5 billion. As at the listing date, zero shares will be held
     in treasury.

     On the listing date all shares in issue shall rank pari passu
     with each other in all respects, including in respect of voting
     rights and dividends.

7.   QUANTUM FOODS DIRECTORS

     The full names, ages, business addresses and capacities of the
     directors of Quantum Foods are provided below:

 Full name         Age   Capacity          Business Address

 Norman Celliers   40    Non-executive     1st Floor, Ou Kollege, 35
                         director and      Kerk Street, Stellenbosch,
                         chairman          7600
 Lambert           61    Lead              272 Boschenmeer, Paarl, 7646
 Phillips Retief         independent
                         non-executive
                         director
 Hendrik           51    Chief executive   11 Main Road, Wellington,
 Albertus                officer,          7655
 Lourens                 executive
                         director
 André Hugo        44    Chief financial   11 Main Road, Wellington,
 Muller                  officer,          7655
                         executive
                         director
 Abdus Salam       46    Independent       Stellenbosch University,
 Mohammad Karaan         non-executive     Admin Building B, Victoria
                         director          Street, Stellenbosch, 7600
 Patrick Ernest    61    Independent       11 Riverton Road,
 Burton                  non-executive     Rondebosch, 7700
                         director
 Phildon Martin    49    Non-executive     Glacier Place, 1 Sportica
 Roux(“Phil”) 1          director          Crescent, Tyger Valley, 7530

 Director to be
 appointed

 Wouter André      55    Independent       27 Carletta Street, Paarl,
 Hanekom                 non-executive     7646
 (“André”) 2             director

 Notes:
  1. Phil Roux will resign as a director of Quantum Foods shortly
     after the listing.
  2. Andre Hanekom will be appointed as an independent
     non-executive director prior to the listing.

8.   POSTING OF PRE-LISTING STATEMENT

     Quantum Foods will today post a pre-listing statement to Pioneer
     Foods shareholders regarding the Listing and containing detailed
     information regarding the Company (“Pre-listing Statement”).
     The Pre-listing Statement will also be available on the
     Company’s website at www.quantumfoods.co.za and Pioneer Foods’
     website at www.pioneerfoods.co.za.

9.   SALIENT DATES RELATING TO THE LISTING

     The salient dates relating to the Listing and the Unbundling are
     set out below:

                                                                 2014

      Abridged Pre-listing Statement published on        18 September
      SENS

      Pre-listing Statement posted to shareholders       18 September

      Abridged Pre-listing Statement published in        19 September
      the press

      Last day to trade for Pioneer Foods                   3 October
      shareholders to be entitled to participate
      in the Unbundling

      Listing of shares on the JSE expected at              6 October
      commencement of trade

      Commencement of trading of Quantum Foods              6 October
      shares

      Pioneer Foods shares commence trading “ex”            6 October
      their entitlement to Quantum Foods shares

      Record Date for Unbundling of Quantum Foods          10 October

      Accounts at CSDPs/brokers updated in respect         13 October
      of dematerialised shareholders

      Share certificates posted to certificated            13 October
      shareholders by registered post

10. COPIES OF THE PRE-LISTING STATEMENT

    Copies of the Pre-listing Statement will be available for
    inspection during normal office hours from 18 September 2014
    until 6 October 2014 at the registered office of Quantum Foods
    at 11 Main Road, Wellington, 7655, at the offices of Quantum
    Foods’ appointed transfer secretaries, Computershare, at Ground
    Floor, 70 Marshall Street, Johannesburg, 2001, and at the
    offices of Quantum Foods’ transaction adviser and sponsor, PSG
    Capital, at 1st Floor, Ou Kollege, 35 Kerk Street, Stellenbosch,
    7600 and 1st Floor, Building 8, Inanda Greens Business Park, 54
    Wierda Road West, Wierda Valley, Sandton.

Wellington
18 September 2014

PSG Capital: Transaction adviser and sponsor

Questco: Lead independent sponsor

PricewaterhouseCoopers: Auditors and independent reporting
accountants

Date: 18/09/2014 08:05:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE'). 
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