|
JSE
PFG
PFG - Pioneer Food Group - Listing of Pioneer Foods on the JSE Limited
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")
LISTING OF PIONEER FOODS ON THE JSE LIMITED
1. Introduction
The JSE Limited ("JSE") has agreed to the listing of the entire issued ordinary
share capital of Pioneer Foods in the "Food and Beverage" sector of the JSE
under the abbreviated name PNR Foods with effect from the commencement of trade
on 22 April 2008 ("the listing").
As at the last practicable date (29 February 2008), the share capital of Pioneer
Foods comprised:
400 000 000 authorised ordinary shares with a par value of 10 cents each of
which 181 183 898 shares were in issue ("ordinary shares") and 18 130 000
authorised Class A Ordinary Shares with a par value of 10 cents each of which 13
504 680 shares were in issue. Only the Pioneer Foods ordinary shares will be
listed on the JSE.
This is an abridged version of the Pioneer Foods pre-listing statement and it is
not an invitation to the public to subscribe for ordinary shares in Pioneer
Foods, but is issued in compliance with the Listings Requirements of the JSE
("Listings Requirements"), for the purpose of providing information to the
public with regard to Pioneer Foods.
2. Purpose of the listing
The listing of Pioneer Foods is aimed at improving the tradeability of the
Pioneer Foods ordinary shares and unlocking any liquidity discount, which may
have applied to Pioneer Foods ordinary shares whilst trading over the counter.
Furthermore, the listing will facilitate the raising of equity capital through a
planned R500 million rights offer at a subscription price of R25.00 per Pioneer
Foods ordinary share.
3. Nature of business
Pioneer Foods is one of the most significant players in Southern Africa`s food
and beverage industries. It is a leader in the staple foods segment with its
value-added quality products and also has a diversified portfolio of premium
brands. Pioneer Foods and its subsidiaries` ("the Group") sophisticated research
and development infrastructure and wide distribution network enable it to pass
cost benefits on to the consumer, achieved through efficiently managed economies
of scale and are comparable to the best in the Southern African food and
beverage industries. The Group has achieved a leadership position in the staple
food segment and is currently focussed on acquiring trusted brands and top-
selling consumer icons. The Group employs more than 11 000 permanent employees.
4. Directors
The full names, functions, dates of appointment, ages, nationalities, business
addresses, qualifications and experience of the board of directors ("the Board")
are set out in the table below:
Willem Adriaan Agenbach
Position: Non-executive director
Member of Audit and Risk Committee
Appointed: 24 March 1994
Age: 59
Nationality: South African
Business address: Houtbaai
PO Box 309
Caledon, 7230
Qualifications: M.Sc
Experience: Mr Agenbach served on the board of
directors of Southern Associated
Maltsters from 1994 to 2005. He also
served on the board of directors of
Sasko (Proprietary) Limited from 1994
to 1997. He is currently the chairman
of Overberg Agri Limited, farms in
the Overberg area and is a director
of companies.
Albertus Willem Bester
Position: Non-executive director
Appointed: 22 February 2008
Age: 64
Nationality: South African
Business address: PO Box 30
Moorreesburg, 7310
Qualifications: Matric
Experience: Mr Bester has been farming in the
Moorreesburg area since 1965. He has
served on various managerial boards
of public organisations and is
currently also serving on the board
of directors of Moorreesburgse
Koringboere Limited.
Hendrik Emmanuel (Boy)
Blanckenberg
Position: Independent non-executive director
Chairman of the Board
Chairman of Nomination Committee
Member of Human Resources Committee
Appointed: 20 June 1997
Age: 60
Nationality: South African
Business address: Klipheuwel Farm
PO Box 28
Klipheuwel, 7303
Qualifications: B A Trade, Agricultural Diploma,
Elsenburg
Experience: Mr Blanckenberg has been farming in
the Klipheuwel area since 1970. He
has served as board member and
chairman of various organisations in
the dairy industry. He is currently a
director of companies and is the
chairman of the Board of Pioneer
Foods.
Tertius Alwyn Carstens
Position: Executive director
Responsible for Sasko Grain, Sasko
Bakeries and Sasko Pasta
Appointed: 23 May 2007
Age: 45
Nationality: South African
Business address: 32 Market Street
Paarl, 7646
Qualifications: B Eng, MBA
Experience: Member of executive management of Pioneer
Foods and has 13 years experience within
the Group, both pre and post merger in
managerial and executive capacities.
Leon Roche Cronje
Position: Financial Director
Appointed: 28 April 1999
Age: 51
Nationality: South African
Business address: 32 Market Street
Paarl, 7646
Qualifications: CA (SA)
Experience: Member of executive
management of Sasko and
Pioneer Foods.
Joined the Group in 1987 as
Sasko General Manager:
Finance before the merger
and appointed in the same
role for Pioneer Foods
before becoming Financial
Director in 1999.
Group Financial Manager at
Boland Bank 1982 - 1987.
George Douglas Eksteen
Position: Non-executive director
Member of Nomination and Human
Resources Committees
Appointed: 22 February 2002
Age: 66
Nationality: South African
Business address: Dro?vlei
PO Box 500
Malmesbury, 7299
Qualifications: Matric
Experience: Mr Eksteen farms in the
Malmesbury area. Since 1980 he
has been serving on various
boards and is currently the
chairman of Kaap Agri Limited.
Johannes Nicolaas Hamman
Position: Non-executive director
Chairman of Audit and Risk Committee
Appointed: 28 April 1999
Age: 66
Nationality: South African
Business address: Wenakker Group
12C Hoop Street
Hermanus, 7200
Qualifications: BA LLB
Experience: After he was admitted to the Bar as
advocate in 1965, Mr Hamman worked at
various organisations as legal
advisor. In 1970 he was one of the
four founders of Finansbank and was
Managing Director until 1980. In 1980
he joined Federated Insurance Group
and became Chief Executive Officer of
the Fedsure Group in 1986. He joined
Finansbank again in 1989 as Managing
Director and retired in 1992 where
after he attended to his own business
affairs and is currently a director
of various companies.
Wouter Andre Hanekom
Position: Managing Director
Appointed: 1 January 1999
Age: 49
Nationality: South African
Business address: 32 Market Street
Paarl, 7646
Qualifications: CA (SA)
Experience: Joined the group with Bokomo
Breakfast Cereals and in 1994
he was appointed Chief
Executive Officer of Bokomo
(Proprietary) Limited.
After the merger, Andre was
the Executive: Sasko Milling
& Baking before being
appointed as Chief Executive
Officer of the Group in 1999.
Jacobus Adriaan (Nols)
Louw
Position: Independent non-executive director
Vice-chairman of the Board
Chairman of Human Resources Committee
Appointed: 28 April 1999
Age: 64
Nationality: South African
Business address: PO Box 1770
Somerset West, 7129
Qualifications: B.Sc Hons; B (B + A) (Hons)
Experience: Mr Louw served as executive director
of Malbak Limited from 1969 to 1985.
In 1986 he became Managing Director
of Pepcor and became vice-chairman of
Pepcor in 1992. Mr Louw became
chairman of Pep Limited in 1996, a
position he held until 1997.
Currently Mr Louw has various farming
operations and is a director of
companies, inter alia of Shoprite
Holdings Limited.
Nonhlanhla Sylvia Mjoli-
Mncube
Position: Independent non-executive director
Member of Nomination committee
Appointed: 25 November 2004
Age: 49
Nationality: South African
Business address: 1570 High Street
Highgate Village
Dainfern, 2055
Qualifications: MA in City planning; SPURS fellow
(MIT); Cert Finance SEP Executive,
Leadership Programme (Harvard USA);
Cert in Techn. Man. (Warwick)
Experience: Ms Mnjoli-Mncube held various
positions at the Social and Economic
Science Research Centre at the
Washington State University, Pullman,
USA. From 1993 to 1995 she was
executive director of Bernhardt
Dunstan and Associates, a wholly-
owned subsidiary of Murray and
Roberts Holdings Limited. From 1995
to 2003 she was executive director of
the National Urban Reconstruction and
Housing Agency. Currently she is a
director of companies and is the
Economic Advisor to the Deputy
President of South Africa.
Andile Hesperus Sangqu
Position: Independent non-executive director
Member of Audit and Risk Committee
Appointed: 24 February 2006
Age: 41
Nationality: South African
Business address: Kagiso Trust Investments
(Proprietary) Limited
PO Box 55276
Northlands, 2115
Qualifications: B Com (Acc); B Compt Hons; CTA;
Higher Dipl Tax MBL
Experience: After having completed his articles
with PricewaterhouseCoopers (formerly
Coopers and Lybrand), Mr Sangqu spent
fourteen years in various financial
management positions. He is currently
the Group Executive Director at
Kagiso Trust Investments and serves
on various boards of companies.
Amanda Cecilia Singleton
Position: Independent non-executive director
Member of Audit and Risk Committee
Appointed: 24 February 2006
Age: 45
Nationality: South African
Business address: PO Box 148
Vredenburg, 7380
Qualifications: BA Communication; Cert in Management
Development; Cert in Strategic
Leadership
Experience: 23 years in strategic organisational
communication with specific focus on
culture change and reputational
management.
Dr Franklin Abraham Sonn
Position: Independent non-executive director
Member of Human Resources Committee
Appointed: 28 April 1999
Age: 68
Nationality: South African
Business address: Imalivest (Proprietary) Limited
1st Floor, 17 Termo Avenue,
Technopark,
Stellenbosch, 7600
Qualifications: BA (Hn) Teacher`s Diploma; FIAC/LLD
(h.c.); Dr Humane Letters (h.c.); Dr
Laws (h.c.); Dr Educ (h.c.); Hon Doct
Humanities; Dr Humanities
Experience: Mr Sonn held, inter alia, the
following positions:
Deputy President: Chamber of Commerce
and Industry of South Africa;
President: Afrikaanse
Handelsinstituut; Chairman and Trustee
of Impumelelo Innovations Awards
Trust; Trustee of the Legal Resources
Trust; Executive in Residence at the
University of Cape Town Graduate
School of Business; Chancellor of the
University of the Free State; Trustee
of the Nelson Mandela Foundation;
Ambassador to the United States of
America.
Currently he serves on the board of
directors of various companies.
Dr Mohammed Iqbal Surve
Position: Independent non-executive director
Member of Human Resources Committee
Appointed: 25 November 2004
Age: 45
Nationality: South African
Business address: Sekunjalo Investments (Proprietary)
Limited
PO Box 31344
Tokai, 7966
Qualifications: MBChB; B.Sc (Med) (Hons) Sports
Medicine; Fellow of American College
of Sports Medicine; Senior Executive
Programme (Harvard/Wits); Executive
Master in Business Administration.
Experience: Prior to founding the Sekunjalo Group
in 1997, Dr Surve was a practicing
medical doctor and sports medicine
specialist. He has been appointed to
numerous government advisory boards
and institutions. Dr Surve is a Fellow
of the Africa Leadership Initiative, a
Fellow of the HRH the Prince of Wales
Business and Environment Programme and
was appointed by President Bill
Clinton to the Board of Governance on
the Clinton Global Initiative. He has
also been a participant member of the
World Economic Forum. He is currently
a director of various companies.
Martin Tertius Swanepoel
Position: Executive director
Responsible for Marketing
Appointed: 20 February 2003
Age: 53
Nationality: South African
Business address: 32 Market Street
Paarl, 7646
Qualifications: B Econ
Experience: Member of Executive
Management of Bokomo and
Pioneer Foods since 1997.
General Manager: Bokomo
Cereals 1992 - 1996.
Assistant Manager: Bokomo
Cereals 1989 - 1992.
Jacobus Hendrik (Kosie)
van Niekerk
Position: Non-executive director
Member of Nomination
Committee
Appointed: 24 February 2006
Age: 51
Nationality: South African
Business address: PO Box 71
Porterville, 6810
Qualifications: Pilot SA Air Force
Experience: After serving as a pilot in
the South African Air Force,
Mr Van Niekerk started
farming in 1980 and has
extended the business to
seven farms. He has served
on various boards of
companies and is currently
serving, inter alia, on the
Board of Kaap Agri Limited.
5. Prospects
The Group`s performance in the short to medium term will be significantly
influenced by the direction of world grain prices. Major influences that will
affect local grain prices will be:
- growing international demand for grains;
- stability of world weather patterns;
- exchange rate of the Rand against major currencies; and
- volumes of local grain production.
Pioneer Foods expects rising input costs, driven by higher agriculture and oil
related commodity prices, to further fuel food price inflation. Combined with
the effect of increasing interest rates Pioneer Foods expects further strain to
be placed on consumer expenditure and the affordability of food. Whilst the
defensive characteristics of Pioneer Food Group`s food and beverage brands are
well known, it seems likely that the rate of growth in sales for the remainder
of Pioneer Foods` 2008 financial year will slow, especially should further price
increases become necessary to recover rising input costs and maintain gross
margins. The delicate balance between a profit margin that will ensure long-term
sustainability as a business and affordable food prices is a continuous
challenge and responsibility.
It is the opinion of the Board that it is likely that trading conditions in the
short term will be more difficult than those experienced during the 2007
financial year and that the Group will do well to achieve real growth in
operating income for the full year ending 30 September 2008, however management
remain confident that the Group`s strong portfolio of branded and non-branded
products will sustain earnings growth over the medium to long term.
6. Pre-listing statement
The Pioneer Foods complete pre-listing statement will be posted to shareholders
on or about 16 April 2008 and copies of the complete pre-listing statement can
be obtained during normal business hours from the registered office of Pioneer
Foods (32 Market Street, Paarl, 7646) and the offices of the transaction sponsor
(The Standard Bank of South Africa Limited, 3 Simmonds Street, Johannesburg,
2001) as well as in electronic form from the Company`s website
(www.pioneerfoods.co.za).
Paarl
15 April 2008
Investment bank and transaction sponsor
Standard Bank
Independent sponsor
Barnard Jacobs Mellet Corporate Finance (Proprietary) Limited
Legal advisors
Jan S. de Villiers
Reporting accountants and auditors
PricewaterhouseCoopers
Date: 15/04/2008 17:21:14 Produced by the JSE SENS Department.
The SENS service is an information dissemination service administered by the
JSE Limited (`JSE`). The JSE does not, whether expressly, tacitly or
implicitly, represent, warrant or in any way guarantee the truth, accuracy or
completeness of the information published on SENS. The JSE, their officers,
employees and agents accept no liability for (or in respect of) any direct,
indirect, incidental or consequential loss or damage of any kind or nature,
howsoever arising, from the use of SENS or the use of, or reliance on,
information disseminated through SENS.
| Profile Group (Pty) Ltd. has taken care in preparing all information on this website, but does not accept any liability for errors or out-of-date information. | |||||||||||||
| Other Profile Group sites: FundsData Online (unit trust data) | Profile Group corporate site | |||||||||||||
| [ Terms of Use | Privacy Policy | PAIA manual | FAQs/Help | Site Map | © Copyright Reserved 2026 ] | |||||||||||||
|
|||||||||||||
