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PIONEER FOOD GROUP LIMITED - Combined Finalisation Announcement In Respect Of The Scheme

Release Date: 06/03/2020 16:30
Code(s): PFG     PDF:  
 
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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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