| Fri 9 May 2008, 16:39 | | PFG - Pioneer Food Group Limited - The Rights Offe |
|
PFG
PFG
PFG - Pioneer Food Group Limited - The Rights Offer
PIONEER FOOD GROUP LIMITED
(Incorporated in the Republic of South Africa)
(Registration number 1996/017676/06)
JSE share code: PFG
ISIN: ZAE000118279
("Pioneer Foods" or "the Company")
THE RIGHTS OFFER
1 Introduction and rationale
The Pioneer Foods announcements, dated 7 April 2008 and 15 April 2008, refer. In
the announcement
it was mentioned that the Board of Directors of Pioneer Foods (the "Board") had
resolved to:
- proceed with an application for listing Pioneer Foods on the exchange
operated by the JSE Limited ("JSE"); and
- follow the listing with a capital raising by means of a rights offer.
Shareholders are advised that the company intends to proceed with a
renounceable rights offer for an amount of up to R500 million (the "Rights
Offer"). The Board believes that this will give all existing shareholders
an equal opportunity to participate in the capital raising. Net proceeds
from the Rights Offer will be used by the Company to repay debt and so
create debt capacity which will, at an appropriate time, be utilised to
fund part of Pioneer Foods` planned capital expenditure programme in the
next two years, necessary to meet the rising consumer demand for the
Company`s basket of products. Specifically, the proceeds will be used to
fund capacity expansions in the milling, baking, cereal and beverage
businesses.
2 Terms of the Rights Offer
The Rights Offer will be for a total of 20 000 000 new Pioneer Foods
ordinary shares ("Rights Offer Shares") in the ratio of 10.28251 Rights
Offer Shares for every 100 shares held at the close of trade on Friday, 23
May 2008, at an issue price of 2 500 cents per Rights Offer Share. If fully
subscribed, the Rights Offer will raise R500 million before expenses.
3 Underwriting and undertaking to follow rights
The Rights Offer has been underwritten by Zeder Investments Limited ("the
Underwriter") to a maximum amount of R360 million. In addition, Kaap Agri
Limited and Mooreesburgse Koringboere (Proprietary) Limited, both
shareholders of Pioneer Foods, have irrevocably undertaken to follow their
rights up to a minimum of R100 million and R28.35 million respectively in
respect of the Rights Offer. All suspensive conditions relating to the
underwriting agreement between the Company and the Underwriter have been
fulfilled.
4 Regulatory approvals
The Issuer Services Division of the JSE has approved the listings of:
- 20 000 000 renounceable (nil paid) letters of allocation ("LAs"); and
- 20 000 000 Rights Offer Shares to be issued pursuant to the Rights Offer.
The South African Reserve Bank has granted approval for the Rights Offer.
The form of instruction in respect of the Rights Offer was registered by the
Registrar of Companies, appointed under the Companies Act No. 61 of 1973, on
Friday, 9 May 2008.
5 Salient dates and times
Last day to trade in Pioneer Foods ordinary shares in order to participate in
the Rights Offer (cum entitlement): Friday, 16 May 2008
Listing of and trading in the letters of allocation on the JSE commences at
09:00 on Monday, 19 May 2008
Pioneer Foods ordinary shares commence trading ex-rights on the JSE at 09:00 on
Monday, 19 May 2008
Record date for the Rights Offer: Friday, 23 May 2008
Rights Offer opens at 09:00 on Monday, 26 May 2008
Certificated shareholders will have their letters of allocation credited to an
electronic account held at the transfer secretaries on Monday, 26 May 2008
Dematerialised shareholders will have their accounts at their Central Securities
Depository Participant ("CSDP") or broker credited with their entitlement on
Monday, 26 May 2008
Interim results released on SENS before 09:00 on Tuesday, 27 May 2008
Interim results published in the press on Wednesday, 28 May 2008
Last day for trading letters of allocation on the JSE: Friday, 6 June 2008
Listing of Rights Offer shares and trading therein on the JSE commences: Monday,
9 June 2008
Rights Offer closes at 12:00, on Friday, 13 June 2008. Payment to be made and
form of instruction lodged by certificated shareholders at the transfer
secretaries (note 1).
Record date for the letters of allocation: Friday, 13 June 2008
Rights Offer Shares issued and posted to shareholder in certificated form on or
about Tuesday, 17 June 2008
CSDP or broker accounts in respect of holders of dematerialised shareholders
will be updated with Rights Offer Shares and debited with any payments due on
Tuesday, 17 June 2008
Results of Rights Offer announced on SENS: Tuesday, 17 June 2008
Results of Rights Offer published in the press: Wednesday, 18 June 2008
Notes:
1. CSDPs effect payment on a delivery versus payment method in respect of
qualifying shareholders holding dematerialised shares.
2. Pioneer Foods shareholders may not dematerialise or re-materialise their
Pioneer Foods ordinary shares between Monday, 19 May 2008 and Friday, 23
May 2008, both days inclusive.
6 Documentation
A circular to Pioneer Foods shareholders, setting out full details of the
Rights Offer, will be posted to shareholders on or about Monday, 26 May
2008. A form of instruction in respect of the LAs will be enclosed with the
circular for use by Pioneer Foods shareholders who have not dematerialised
their Pioneer Foods shares.
7 Pro forma financial effects
The unaudited pro forma financial effects set out below are the
responsibility of the Board of Directors of Pioneer Foods and have been
prepared to assist Pioneer Foods shareholders in assessing the impact of
the Rights Offer on the earnings per share ("EPS"), headline EPS ("HEPS"),
net asset value ("NAV") and tangible NAV ("TNAV") per share. Due to the
nature of these pro forma financial effects, they are presented for
illustrative purposes only and may not fairly present the Company`s
financial position, or the results of its operations after the Rights
Offer.
Pro forma financial effects
Audited before the Pro forma Unaudited Percentage
Rights Offer,1 adjustments pro forma change
after the
Rights Offer
Audited Unaudited
Before Proforma
The After
Rights Pro Forma the
Offer Adjustments Rights Percentage
Offer Change
EPS (cents),2 330.7 (19.9) 310.8 (6.0%)
Diluted EPS
(cents), 2 320.5 (18.2) 302.3 (5.7%)
HEPS (cents),2 328.4 (19.6) 308.8 (6.0%)
Diluted HEPS
(cents), 2 318.2 (17.9) 300.3 (5.6%)
NAV per share
(cents), 3 2 338.6 9.3 2 347.9 0.4%
TNAV per share
(cents),3 1 887.9 61.0 1 948.9 3.2%
Ordinary shares
in issue
(`000), 4 154 331 20 000 174 331 13.0%
Weighted average
number of
ordinary shares
in issue
(`000), 4 153 059 20 000 173 059 13.1%
Diluted weighted
average number of
ordinary shares
in issue
(`000), 4 157 946 20 000 177 946 12.7%
Notes and assumptions:
1. Extracted from the published audited consolidated results of Pioneer Foods
for the year ended 30 September 2007.
2. For the purposes of calculating EPS and HEPS it was assumed that:
(a) the Rights Offer was effected on 1 October 2006;
(b) interest has been calculated at an average call rate of 9.24% per
annum;
(c) taxation has been taken into account on the adjustments at the applicable
tax rates.
3. For the purposes of NAV per share and TNAV per share it was assumed that:
(a) the Rights Offer was effected on 30 September 2007;
(b) the net proceeds of the proposed Rights Offer amounting to R484
million were utilized to partially settle call loan facilities;
(c) transaction costs of R16.0 million are assumed to have been paid on 30
September 2007 and have been written off against share premium.
4. The number of shares in issue and the weighted number of shares, excluding
treasury shares, have been adjusted with the 20 million shares issued at
R25 per share in terms of the Rights Offer.
Paarl
9 May 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
PricewaterhouseCoopers Inc
Underwriter
Zeder Investments Limited
Corporate advisor to underwriter
PSG Capital
Date: 09/05/2008 16:39:01 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.
