PIONEER FOOD GROUP LIMITED - Update On Material Adverse Event Condition

Update On Material Adverse Event Condition

PIONEER FOOD GROUP LIMITED
(Incorporated in the Republic of South Africa)
(Registration number: 1996/017676/06)
Share code: PFG
ISIN: ZAE000118279
(“Pioneer Foods” or “the Company”)

UPDATE ON MATERIAL ADVERSE EVENT CONDITION

Shareholders are referred to the combined circular to Pioneer Foods shareholders distributed
on 29 August 2019 (“Circular”).

Capitalised terms used below and that are not otherwise defined, bear the meanings ascribed
to them in the Circular.

Shareholders are hereby advised of the anticipated fulfilment of items (i) and (iii) of the 
Pioneer Foods Group Material Adverse Event Condition, as set out in the Circular. Accordingly,
Pioneer Foods hereby advises that in respect of:

    - item (i) of the Pioneer Foods Group Material Adverse Event, no restatement is
      contemplated and, accordingly, it is anticipated that this item of the Pioneer Foods
      Group Material Adverse Event Condition will be fulfilled; and

    - item (iii) of the Pioneer Foods Group Material Adverse Event, which has an agreed
      measurement period for the 12 months ending 30 September 2019, as well as an
      agreed measurement number, will be fulfilled, subject to the below. Currently, based
      on unaudited management information and assuming no unforeseen adjustments
      arise, it is estimated that the Pioneer Foods consolidated EBITDA (including Wider
      Group Consolidation) for the financial year ending 30 September 2019 will be between
      R1 956 million and R2 056 million, compared to the Pioneer Foods consolidated
      EBITDA (including Wider Group Consolidation), being the agreed measurement
      number, of R2 055 million. Accordingly, the aforementioned number should not deviate
      with more than 10% and it is anticipated that this item of the Pioneer Foods Group
      Material Adverse Event condition will be fulfilled.

Shareholders are reminded that item (ii) of the Pioneer Foods Group Material Adverse Event
will be measured at the end of the month preceding the date in which it is determined that all
other Conditions, save for those set out in the Circular, have been fulfilled or waived.

The financial information contained in this announcement has not been reviewed or reported
on by the Company’s external auditors.

14 October 2019
Tygervalley

Transaction advisor and Sponsor to Pioneer Foods
PSG Capital

Date: 14/10/2019 09:00:00
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