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Combined Finalisation Announcement In Respect Of The Scheme
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”)
PEPSICO, INC.
(Incorporated in the State of North Carolina,
United States)
NASDAQ Share code: PEP
(“PepsiCo”)
SIMBA PROPRIETARY LIMITED
(Incorporated in the Republic of South Africa)
(Registration number: 1995/003667/07)
(“the Pepsi Offeror”)
COMBINED FINALISATION ANNOUNCEMENT IN RESPECT OF THE SCHEME
Shareholders are referred to the combined circular to Pioneer Foods shareholders distributed
on 29 August 2019 (“Circular”) and the combined announcement regarding the revision of the
important dates and times relating to the Scheme published on SENS on 7 February 2020.
Capitalised terms used below and that are not otherwise defined, bear the meanings ascribed
to them in the Circular.
Shareholders are hereby advised that the South African Competition Tribunal has approved
the PepsiCo Offer, subject to certain conditions which are acceptable to the relevant parties.
In addition, Pioneer Foods, PepsiCo and the Pepsi Offeror are pleased to announce that all
other Conditions, as detailed in the Circular, have been fulfilled and/or waived, and accordingly
the Scheme has become unconditional.
Shareholders are advised of the following important dates and times in respect of the
implementation of the Scheme:
2020
Scheme Finalisation Date Friday, 6 March
Scheme Finalisation Date announcement released on SENS on Friday, 6 March
Scheme Finalisation Date announcement to be published in the South Monday, 9 March
African press on
Scheme LDT Tuesday, 17 March
Trading in Pioneer Foods Ordinary Shares on the JSE suspended from Wednesday, 18 March
commencement of trade on
Scheme Consideration Record Date to be recorded in the Register in Friday, 20 March
order to receive the Per Share Scheme Consideration
Scheme Implementation Date Monday, 23 March
Per Share Scheme Consideration payment to Dematerialised Pioneer Monday, 23 March
Foods Ordinary Shareholders to take place on
Per Share Scheme Consideration payment to Certificated Pioneer Foods Monday, 23 March
Ordinary Shareholders to take place within 5 South African Business
Days of (assuming surrender of Documents of Title and duly completed
Form of Surrender, Transfer or Acceptance)
Termination of listing of Pioneer Foods Ordinary Shares on the JSE at Tuesday, 24 March
commencement of trade on
Notes:
1. No dematerialisation or rematerialisation of Pioneer Foods Ordinary Shares may take
place from the commencement of business on the South African Business Day following
the Scheme LDT. The Scheme LDT is on Tuesday, 17 March 2020.
2. All times referred to in this announcement are references to South African Standard Time.
Tygervalley
6 March 2020
Transaction advisor and Sponsor to Pioneer Foods Financial advisors to PepsiCo and the Pepsi Offeror
PSG Capital UBS Investment Bank
J.P. Morgan
Centerview Partners
Legal advisor to Pioneer Foods Legal advisor to PepsiCo and the Pepsi Offeror
Webber Wentzel Bowman Gilfillan Inc.
Independent Expert to Pioneer Foods Independent Reporting Accountant to Pioneer Foods
BDO Corporate Finance PricewaterhouseCoopers
Date: 06-03-2020 04:30:00
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