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Distribution Of Combined Circular And Notice Of General Meeting
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”)
DISTRIBUTION OF COMBINED CIRCULAR AND NOTICE OF GENERAL MEETING
INTRODUCTION
Shareholders of Pioneer Foods (“Pioneer Foods Shareholders”) are referred to the joint firm
intention announcement (“FIA”) by Pioneer Foods, PepsiCo and the Pepsi Offeror, a wholly-
owned subsidiary of PepsiCo, published on SENS on 19 July 2019 and in the press on 22 July
2019. In the FIA, Pioneer Foods Shareholders were advised that PepsiCo and Pioneer Foods
had entered into a transaction implementation agreement and Pioneer Foods had received a
notice from the Pepsi Offeror of its firm intention to make an offer, as contemplated by the
Takeover Regulations (“PepsiCo Offer”):
• to acquire the issued ordinary shares of Pioneer Foods (“Pioneer Foods Ordinary
Shares”), excluding Pioneer Foods Ordinary Shares held by subsidiaries of Pioneer
Foods (“Treasury Shares”), by way of a scheme of arrangement (“Scheme”) in terms
of section 114 of the Companies Act 71 of 2008; or
• if, after the Scheme is proposed, any condition precedent to the Scheme is not fulfilled
and, where applicable, not waived or the Scheme otherwise lapses or fails, to acquire
all of the Pioneer Foods Ordinary Shares, including Treasury Shares, by way of a
general offer to the holders of Pioneer Foods Ordinary Shares, including the holders of
the Treasury Shares (“Standby Offer”).
The PepsiCo Offer will be made at a cash consideration of ZAR110 (“Base Price”) per Pioneer
Foods Ordinary Share with certain possible increases to the Base Price linked to dividends
(the detail of which is set out in the FIA and the circular referred to below).
The Base Price represents a premium of 56.5% to the 30-day volume weighted average traded
price of Pioneer Foods Ordinary Shares of ZAR70.31, as at 12 July 2019, being the last trading
date prior to the date on which the cautionary announcement was published on SENS.
DISTRIBUTION OF COMBINED CIRCULAR AND NOTICE OF GENERAL MEETING
A circular, detailing, inter alia, the terms and conditions of the Scheme and the Standby Offer
(“Circular”), has been distributed to Pioneer Foods Shareholders today, Thursday,
29 August 2019. The Circular also incorporates a notice convening a general meeting of
Pioneer Foods Shareholders (“General Meeting”) for the purpose of considering, and, if
deemed fit, passing, with or without modification, the resolutions contained in such notice.
Notice is hereby given that the General Meeting will be held at 10:00 on Tuesday,
15 October 2019 at the Cape Town Marriott Hotel Crystal Towers, Corner Century Boulevard
and Rialto Road, Century City, Cape Town, South Africa, to consider and, if deemed fit, to
pass, with or without modification, the requisite resolutions required for the Scheme and the
other resolutions set out in the notice of General Meeting included in the Circular.
The Circular is available in English only. Copies may be obtained during normal business
hours from the registered office of Pioneer Foods at Glacier Place, 1 Sportica Crescent,
Tygervalley, South Africa, from the offices of PepsiCo’s legal advisor, Bowman Gilfillan Inc. at
11 Alice Lane, Sandton, Johannesburg, South Africa and from the offices of the Company’s
sponsor, PSG Capital at 1st Floor, Ou Kollege Building, 35 Kerk Street, Stellenbosch, South
Africa and at 2nd Floor, Building 3, 11 Alice Lane, Sandton, Johannesburg, South Africa, from
Thursday, 29 August 2019 until the date on which the Scheme is implemented or, if the
Standby Offer becomes effective, the closing date of the Standby Offer. A copy of the Circular
is also available on the Company’s website (https://www.pioneerfoods.co.za/wp-
content/uploads/Pioneer_Foods_Combined_Circular_2019-.pdf) and PepsiCo’s website
(https://www.pepsico.com/docs/album/shareholder-information/combined-circular-to-pioneer-
foods-shareholders.pdf?sfvrsn=3b2814d3_0).
IMPORTANT DATES AND TIMES
Pioneer Foods Shareholders are referred to the table below setting out important dates and
times in relation to the Scheme. Capitalised terms used below and elsewhere in this
announcement and that are not otherwise defined, bear the meaning ascribed to them in the
Circular.
2019
Record date to determine which Pioneer Foods Shareholders are entitled Friday, 23 August
to receive the Circular
Circular posted to Pioneer Foods Shareholders and notice convening the Thursday, 29 August
General Meeting released on SENS on
Notice of General Meeting published in the South African press on Friday, 30 August
Last day to trade in order to be recorded in the Register on the Scheme Tuesday, 1 October
Voting Record Date in order to be eligible to vote at the General Meeting
Scheme Voting Record Date being 17:00 on Friday, 4 October
For administrative reasons, Forms of Proxy to be lodged with Friday, 11 October
Computershare by 10:00 on
Forms of Proxy to be handed to the chairperson of the General Meeting Tuesday, 15 October
or Computershare at the General Meeting, at any time before the proxy
exercises any rights of the Pioneer Foods Shareholder at the General
Meeting on
Last date and time for Pioneer Foods Shareholders to give notice to Tuesday, 15 October
Pioneer Foods objecting, in terms of section 164(3) of the Companies
Act, to the Scheme Resolutions or Pioneer Foods Class A Repurchase
Resolution (or any other applicable Resolution) to be able to invoke
Appraisal Rights by 10:00 on
General Meeting of Pioneer Foods Shareholders to be held at 10:00 on Tuesday, 15 October
Results of General Meeting released on SENS on Tuesday, 15 October
Results of General Meeting published in the South African press on Wednesday, 16 October
If the Scheme or the Pioneer Foods Class A Repurchase (or any
other applicable Resolution) is approved by Pioneer Foods
Shareholders at the General Meeting:
Last date for Pioneer Foods Shareholders who voted against the Scheme Tuesday, 22 October
Resolutions or the Pioneer Foods Class A Repurchase Resolution (or
any other applicable Resolution), to require Pioneer Foods to seek court
approval for the Scheme Resolutions or the Pioneer Foods Class A
Repurchase Resolution (or any other applicable Resolution), in terms of
section 115(3)(a) of the Companies Act (where applicable) on
Last date for Pioneer Foods Shareholders who voted against the Scheme Tuesday, 29 October
Resolutions or the Pioneer Foods Class A Repurchase Resolution (or
any other applicable Resolution), to apply to court for leave to apply for a
review of the Scheme Resolutions or the Pioneer Foods Class A
Repurchase Resolution (or any other applicable Resolution), in terms of
section 115(3)(b) of the Companies Act on
Last date for Pioneer Foods to send objecting Pioneer Foods Tuesday, 29 October
Shareholders notices of the adoption of the Scheme Resolutions and/or
the Pioneer Foods Class A Repurchase Resolution (and/or any other
applicable Resolution), in accordance with section 164(4) of the
Companies Act, on
Last day for objecting Pioneer Foods Shareholders, by reason of the Tuesday, 26 November
adoption of the Scheme Resolutions or the Pioneer Foods Class A
Repurchase Resolution (or any other applicable Resolution), to make a
demand to Pioneer Foods to pay such objecting Pioneer Foods
Shareholders the fair value of all Pioneer Foods Shares held by them, in
terms of section 164(7) of the Companies Act.
Action
The following dates assume that all conditions precedent to the
Scheme are fulfilled or, where applicable, waived and that neither
court approval nor the review of the Scheme Resolutions or the
Pioneer Foods Class A Repurchase Resolution (or any other
applicable Resolution) is required and will be confirmed in the
finalisation announcement if all conditions precedent to the
Scheme are fulfilled or, where applicable, waived:
2020
Scheme Finalisation Date expected to be on Tuesday, 11 February
Scheme Finalisation Date announcement expected to be released on Tuesday, 11 February
SENS on
Scheme Finalisation Date announcement expected to be published in the Wednesday, 12 February
South African press on
Scheme LDT expected to be on Tuesday, 18 February
Trading in Pioneer Foods Ordinary Shares on the JSE suspended from Wednesday, 19 February
commencement of trade on or about
Scheme Consideration Record Date to be recorded in the Register in Friday, 21 February
order to receive the Per Share Scheme Consideration expected to be on
Scheme Implementation Date expected to be on Monday, 24 February
Per Share Scheme Consideration payment to Dematerialised Pioneer Monday, 24 February
Foods Ordinary Shareholders expected to take place on
Per Share Scheme Consideration payment to Certificated Pioneer Foods Monday, 24 February
Ordinary Shareholders expected 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, 25 February
commencement of trade on or about
Notes:
1. The above dates and times are subject to such changes as may be agreed to by Pioneer
Foods and PepsiCo and approved by the Takeover Panel and/or the JSE, if required. If
the Scheme Finalisation Date is not on Tuesday, 11 February 2020 (or if the Scheme
Finalisation Date falls on a day before Tuesday, 11 February 2020), an updated timetable
will be released on SENS.
2. Completed Forms of Proxy and the authority (if any) under which they are signed must be
(i) lodged with or posted to Computershare at Rosebank Towers, 15 Biermann Avenue,
Rosebank, Johannesburg, 2196 (PO Box 61051, Marshalltown, 2107), to be received by
them no later than 10:00 on Friday, 11 October 2019 or (ii) thereafter handed to the
chairperson of the General Meeting or Computershare at the General Meeting at any time
before the proxy exercises any rights of the Pioneer Foods Shareholder at such General
Meeting.
3. Pioneer Foods Ordinary Shareholders should note that, as trade in Pioneer Foods
Ordinary Shares on the JSE is settled in the electronic settlement system administered by
Strate, settlement of trades takes place 3 South African Business Days after the date of
such trades. Therefore, Pioneer Foods Ordinary Shareholders who acquire Pioneer Foods
Ordinary Shares on the JSE after the voting last day to trade, expected to be on Tuesday,
1 October 2019, being the last day to trade in Pioneer Foods Ordinary Shares so as to be
recorded in the Register on the Scheme Voting Record Date, will not be entitled to vote at
the General Meeting.
4. Pioneer Foods Shareholders who wish to exercise their Appraisal Rights are referred to
Annexure 7 to the Circular for purposes of determining the relevant timing for the exercise
of their Appraisal Rights.
5. The exercise of Appraisal Rights may result in changes to the above salient dates and
times and Pioneer Foods Shareholders will be notified separately of the applicable dates
and times resulting from any such changes.
6. Pioneer Foods Shareholders who wish to exercise their right in terms of section 115(3) of
the Companies Act, to require the approval of a court for the Scheme or the Pioneer Foods
Class A Repurchase (or any other applicable Resolution), should refer to Annexure 7 to
the Circular which includes an extract of section 115 of the Companies Act. Should Pioneer
Foods Shareholders exercise their rights in terms of section 115(3) of the Companies Act,
the dates and times set out above may change, in which case an updated timetable will
be released on SENS.
7. Dematerialised Pioneer Foods Ordinary Shareholders, other than those with Own-Name
Registration, must provide their CSDP or Broker with their instructions for voting at the
General Meeting by the cut-off time and date stipulated by their CSDP or Broker in terms
of their respective Custody Agreements between them and their CSDP or Broker.
8. 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 expected to be on Tuesday, 18 February 2020.
9. If the General Meeting is adjourned or postponed, the above dates and times will change,
but the Forms of Proxy submitted for the initial General Meeting will remain valid in respect
of any adjournment or postponement of the General Meeting.
10. Although the salient dates and times are stated to be subject to change, such statement
shall not be regarded as consent or dispensation for any change to time periods which
may be required in terms of the Companies Act, the Companies Regulations and the JSE
Listings Requirements, where applicable, and any such consents or dispensations must
be specifically applied for and granted.
11. Should a Standby Offer Trigger Event occur, the Standby Offer will automatically become
effective in accordance with the provisions of Annexure 10 to the Circular. In such event,
an announcement will be issued on SENS, confirming that the Scheme will not proceed
and that the Standby Offer has become effective, and advising Pioneer Foods
Shareholders of all the salient dates and times pertinent to the Standby Offer.
12. All times referred to in this announcement are references to South African Standard Time.
Tygervalley
29 August 2019
Transaction advisor and Sponsor to Pioneer Foods
PSG Capital
Financial advisors to PepsiCo and the Pepsi Offeror
UBS South Africa Proprietary Limited
J.P. Morgan Securities LLC acting directly and through its affiliate, JPMorgan Chase Bank, N.A., Johannesburg Branch
Centerview Partners LLC acting directly and through its United Kingdom affiliate, Centerview Partners UK LLP
Legal advisor to Pioneer Foods
Webber Wentzel
Legal advisor to PepsiCo and the Pepsi Offeror
Bowman Gilfillan Inc.
Independent Expert to Pioneer Foods
BDO Corporate Finance Proprietary Limited
Independent Reporting Accountant to Pioneer Foods
PricewaterhouseCoopers Inc
Date: 29/08/2019 04:00:00
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