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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, EXERCISE OF PHANTOM SHARE RIGHTS BY A
DIRECTOR AND DEALING IN THE COMPANY’S SHARES BY A DIRECTOR
In compliance with rules 3.63 to 3.74 of the JSE Listings Requirements,
the following information is disclosed:
A) ACCEPTANCE OF ALLOCATED PHANTOM SHARE RIGHTS IN TERMS OF THE PIONEER
FOODS EQUITY SETTLED PHANTOM SHARE PLAN
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 13 February 2015
DATE OF PHANTOM SHARE RIGHT 18 February 2015
ACCEPTANCE
PHANTOM SHARE RIGHT STRIKE PRICE 15 419
(CENTS)
NUMBER OF PHANTOM SHARE RIGHTS 54 682
ALLOCATED
VESTING DATES OF PHANTOM SHARE 13 February 2018; 13 February
RIGHTS 2019 and 13 February 2020
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 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 13 February 2015
DATE OF PHANTOM SHARE RIGHT 18 February 2015
ACCEPTANCE
PHANTOM SHARE RIGHT STRIKE PRICE 15 419
(CENTS)
NUMBER OF PHANTOM SHARE RIGHTS 14 882 (1)
ALLOCATED 1 688 (2)
VESTING DATES OF PHANTOM SHARE 13 February 2018; 13 February
RIGHTS 2019 and 13 February 2020 (1)
13 February 2020 (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 Direct, Beneficial
THE TRANSACTION
Notes:
i) Clearance to deal in these Phantom Share Rights was obtained in
accordance with Rule 3.66 of the JSE Listings Requirements.
ii) 50% of the Phantom Share Rights will vest in 3 tranches of 33.33%
each on the vesting dates specified above.
iii) 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.
iv) The 1 688 Phantom Share Rights granted to JA Jacobs in terms of
the Black Management Share Incentive Scheme will vest in one
tranche on 13 February 2020.
v) 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.
vi) 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.
B) EXERCISE OF PHANTOM SHARE RIGHTS BY A DIRECTOR
NAME OF DIRECTOR LR Cronje
COMPANY OF WHICH I AM A DIRECTOR Pioneer Food Group Limited
STATUS:EXECUTIVE/NON-EXECUTIVE Executive
TYPE OF SECURITIES Shares
CLASS OF SECURITIES Ordinary
DATE OF TRANSACTION 18 February 2015
CENTS PER SHARE 15 937
NUMBER OF SECURITIES TRANSACTED 18 293
TOTAL RAND VALUE OF SECURITIES R2 915 355.41
NATURE OF TRANSACTION Taken delivery of ordinary
shares through the exercise of
Phantom Share Rights (off-
market)
NATURE AND EXTENT OF INTEREST IN Direct beneficial
THE TRANSACTION
CLEARANCE OBTAINED Yes
Clearance to deal in these shares was obtained in accordance with rule
3.66 of the JSE Listings Requirements.
Shareholders are referred to the SENS announcement dated 11 February 2015
relating to the exercise of Phantom Share Rights by Mr PM Roux and Ms JA
Jacobs and are hereby advised that due to the unbundling of Quantum Foods
Holdings Limited on 6 October 2014, the original strike price of the
Phantom Share Rights was amended. Accordingly and for the avoidance of
doubt, the actual number of Pioneer Foods shares received that should have
been disclosed for Mr PM Roux was 165 801 and for Ms JA Jacobs was 9 058.
C) DEALING IN THE COMPANY’S SHARES BY A DIRECTOR AND THE COMPANY SECRETARY
1.
NAME OF DIRECTOR LR Cronje
COMPANY OF WHICH I AM A DIRECTOR Pioneer Food Group Limited
STATUS:EXECUTIVE/NON-EXECUTIVE Executive
TYPE OF SECURITIES Shares
CLASS OF SECURITIES Ordinary
DATE OF TRANSACTION 17 February 2015 (1)
18 February 2015 (2)
CENTS PER SHARE 16 000 (1)
15 800 (2)
NUMBER OF SECURITIES TRANSACTED 5 335 (1)
13 665 (2)
TOTAL RAND VALUE OF SECURITIES R853 600.00 (1)
R2 159 070.00 (2)
NATURE OF TRANSACTION Disposal of ordinary shares
(on-market) as a result of the
delivery of ordinary shares
relating to the exercise of
phantom share rights (off-
market) as announced on 23
January 2015
NATURE AND EXTENT OF INTEREST IN Direct beneficial
THE TRANSACTION
CLEARANCE OBTAINED Yes
2.
NAME OF DIRECTOR JA Jacobs
COMPANY OF WHICH I AM A DIRECTOR Pioneer Food Group Limited
STATUS:EXECUTIVE/NON-EXECUTIVE Executive – Company Secretary
TYPE OF SECURITIES Shares
CLASS OF SECURITIES Ordinary
DATE OF TRANSACTION 12 February 2015 (1),(2)&(3)
18 February 2015 (4)&(5)
CENTS PER SHARE 14 310 (1)
14 312 (2)
14 315 (3)
15 900 (4)
15 905 (5)
NUMBER OF SECURITIES TRANSACTED 216 (1)
100 (2)
760 (3)
4 624 (4)
602 (5)
TOTAL RAND VALUE OF SECURITIES R30 909.60 (1)
R14 312.00 (2)
R108 794.00 (3)
R735 216.00 (4)
R95 748.10 (5)
NATURE OF TRANSACTION Disposal of shares to cover
taxation as a result of the
exercise of Phantom Share
Rights (on-market) (1),(2)&(3)
Disposal of ordinary shares
(on-market) (4) & (5)
NATURE AND EXTENT OF INTEREST IN Direct beneficial
THE TRANSACTION
CLEARANCE OBTAINED Yes
Clearance to deal in these shares was obtained in accordance with rule
3.66 of the JSE Listings Requirements.
20 February 2015
Bellville
Sponsor
PSG Capital
Date: 20/02/2015 10:07:00 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
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