PIONEER FOOD GROUP LIMITED - South African Competition Commission Recommendation

South African Competition Commission Recommendation

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”)

SOUTH AFRICAN COMPETITION COMMISSION RECOMMENDATION

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 that the South African Competition Commission has
recommended that the South African Competition Tribunal approve the PepsiCo Offer, subject
to certain proposed conditions/commitments which are acceptable to the relevant parties. The
commitments by PepsiCo / the merged entity include:

    •   a moratorium on merger related retrenchments;
    •   the creation of further jobs at the merged entity;
    •   significant investment in the operations of the merged entity;
    •   the establishment of a development fund for education, SMME’s, enterprise and
        agricultural development; and
    •   a significant B-BBEE transaction, as proposed by PepsiCo, to the value of R1.6 billion
        for the benefit of workers of the merged entity, the detail of which will be finalised.

The parties are pleased to note that the South African Competition Commission found that the
PepsiCo Offer will result in significant public interest benefits for South Africa.

The South African Competition Tribunal hearing, where the matter will be finally considered,
is expected to take place before the end of February 2020. Shareholders will be advised of
the date of the South African Competition Tribunal hearing and the outcome thereof and will
be provided with an update on finalisation and implementation of the Scheme following the
hearing.

Shareholders are reminded that the PepsiCo Offer remains subject to certain remaining
Conditions, the details of which are set out in the Circular.

Tygervalley

12 February 2020

Transaction advisor and Sponsor to Pioneer Foods   Financial advisors to PepsiCo and the Pepsi Offeror

Legal advisor to Pioneer Foods                     Legal advisor to PepsiCo and the Pepsi Offeror

Independent Expert to Pioneer Foods                Independent Reporting Accountant to Pioneer Foods

Date: 12-02-2020 05:00:00
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