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PIONEER FOOD GROUP LIMITED - Status Update And Notice Of Revision Of The Important Dates And Times Relating To The Scheme

Release Date: 07/02/2020 15:00
Code(s): PFG     PDF:  
 
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Status Update And Notice Of Revision Of The Important Dates And Times Relating To 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”)

STATUS UPDATE AND NOTICE OF REVISION OF THE IMPORTANT DATES AND TIMES
RELATING TO THE SCHEME

Shareholders are referred to the combined circular to Pioneer Foods shareholders distributed
on 29 August 2019 (“Circular”) and the combined announcement relating to the distribution
of the combined circular and the notice of general meeting published on SENS on 29 August
2019 (“Distribution Announcement”). Capitalised terms used below and that are not
otherwise defined, bear the meanings ascribed to them in the Circular.

The parties to the Transaction have received numerous requests from shareholders and
stakeholders for an update as to the status of the Transaction. The Firm Intention
Announcement, detailing the terms of the Transaction, was announced on 19 July 2019. In
anticipation of filing the merger with the South African Competition Commission, the parties
began engaging with the relevant authorities shortly thereafter and duly filed the merger on 6
September 2019. The parties are awaiting final feedback from the relevant authorities, but
continue to actively engage with them in this regard and will provide further feedback during
the course of next week.

Accordingly, shareholders are advised that, as certain Conditions, which includes the approval
of the Transaction by certain remaining Competition Authorities (primarily South Africa but
also other jurisdictions, all of which are far advanced), are still outstanding, the important dates
and times relating to the Scheme, as included in the Circular and the Distribution
Announcement, will be revised. In addition, as part of the process, a formal submission was
made by the parties to the Competition and Markets Authority in the United Kingdom (“CMA”).
The approval by the CMA of the Transaction however is non-suspensory and therefore, to the
extent that approval is outstanding when all other Conditions are fulfilled or waived, this should
theoretically not delay the implementation of the Transaction.
Shareholders will be updated during the course of next week regarding the feedback from the
relevant authorities, as well as the revised applicable dates and times of the Transaction, to
the extent possible.

Tygervalley

7 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: 07-02-2020 03:00:00
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