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Proposed Specific Repurchase Of 612 000 Ordinary Shares In The Company From The Pioneer Aandele Aansporingstrust
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”)
PROPOSED SPECIFIC REPURCHASE OF 612 000 ORDINARY SHARES IN THE COMPANY
FROM THE PIONEER AANDELE AANSPORINGSTRUST
1. INTRODUCTION AND RATIONALE
1.1. The Pioneer Aandele Aansporingstrust (“Trust”) was incorporated
in 1997 to facilitate the incentivisation of the management of
Pioneer Foods through the offer of shares or the award of share
options to beneficiaries of the Trust. Over time, the Trust
acquired ordinary shares in the issued share capital of Pioneer
Foods (“Shares”) in order to settle its obligations.
1.2. The last share option allocation made by the Trust was in 2007,
after which date, management was incentivised by a new share
appreciation rights scheme not administered by the Trust. The
Trust now holds 612 000 surplus Shares (“Repurchase Shares”) not
required to settle any obligations.
1.3. Accordingly, Pioneer Foods wishes to repurchase the Repurchase
Shares.
2. TERMS OF SPECIFIC REPURCHASES
2.1. Pioneer Foods has entered into specific repurchase agreements with
the Trust, in terms of which Pioneer Foods will repurchase the
Repurchase Shares from the Trust in two tranches (“Specific
Repurchases”) at an amount equal to the weighted average traded
price of a Share on the JSE measured over the 30 business days
prior to the date on which the relevant repurchase is implemented
(“Repurchase Price per Share”).
2.2. The Specific Repurchases are subject to the fulfilment of the
condition precedent, that the Specific Repurchases are approved
by a special resolution of the Shareholders (excluding the Trust)
by way of a specific authority (“Condition Precedent”).
2.3. The Repurchase Shares represent 0.26% of the total number of
Shares in issue at 19 November 2015 (“Last Practicable Date”).
2.4. The first tranche Share Repurchase shall be implemented on the 3rd
(third) business day after the date of fulfilment of the Condition
Precedent and the second tranche Share Repurchase shall be
implemented on the 5th (fifth) business day after the date of
fulfilment of the Condition Precedent.
3. IMPACT ON THE FINANCIAL INFORMATION OF PIONEER FOODS
3.1. The Share Repurchases and the costs thereof are anticipated to be
funded from Pioneer Foods’ existing cash reserves. The
aforementioned will result in a decrease in Pioneer Foods’ net
asset value by the amount of the Repurchase Consideration and the
costs of the implementation thereof.
3.2. The Share Repurchases will result in a reduction in the number of
issued Shares of Pioneer Foods and in the issued share capital of
Pioneer Foods. As at the Last Practicable Date, Pioneer Foods
Proprietary Limited held 17 982 056 Shares as treasury shares.
4. SPECIFIC REPURCHASE CIRCULAR
A circular containing full details of the terms of the Specific
Repurchases, as well as the salient dates and times for the general
meeting, which will be held on 12 February 2016, will be posted to
all shareholders in due course and will be announced on SENS.
Bellville
26 November 2015
Sponsor
PSG Capital (Pty) Limited
Legal advisor
Cliffe Dekker Hofmeyr
Date: 26/11/2015 08:00:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE').
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