| Thu 2 Dec 2010, 17:35 | | PFG - Pioneer Food Group Limited - Joint Further Cautionary Announcement |
|
PFG
PFG
PFG - Pioneer Food Group Limited - Joint Further Cautionary Announcement
Pioneer Food Group Limited
Incorporated in the Republic of South Africa
Registration number: 1996/017676/06
Share Code: PFG
ISIN code: ZAE000118279
("Pioneer Foods")
KWV Holdings Limited
Incorporated in the Republic of South Africa
Registration number: 2009/012871/06
("KWV")
JOINT FURTHER CAUTIONARY ANNOUNCEMENT
1 INTRODUCTION
1.1 Pioneer Foods and KWV shareholders ("Shareholders") are referred to the
previous joint cautionary announcement from Pioneer Foods and KWV relating
to Pioneer Foods approach to KWV with the view to possibly acquiring KWV
or concluding a similar transaction, which was published in the press on 29
October 2010.
1.2 Shareholders are hereby advised that Pioneer Foods has submitted to the
board of directors of KWV ("the KWV Board") a firm expression of interest
which may lead to an offer being made to acquire the entire issued share
capital of KWV, referred to as a firm intention to make an offer as defined
in the Securities Regulation Code on Takeovers and Mergers ("firm intention
offer") ("the Proposed Transaction").
2 TERMS OF THE PROPOSED TRANSACTION
2.1 Pioneer Foods is proposing to acquire the entire issued share capital of
KWV by way of a scheme of arrangement between KWV and its shareholders, in
terms of section 311 of the Companies Act, No. 61 of 1973, as amended.
2.2 The proposed consideration, as documented in the firm expression of
interest, amounts to R12 (twelve Rand) per KWV ordinary share which amounts
to a total consideration of R827 764 500 (eight hundred and twenty seven
million seven hundred and sixty four thousand five hundred Rand).
2.3 The proposed consideration is subject to a number of conditions precedent
which KWV and Pioneer Foods will communicate to their shareholders once the
firm expression of interest becomes a firm intention offer.
2.4 The proposed consideration represents a premium of 10.93% to the volume
weighted average traded price of KWV Holdings shares, for the 30 days
preceding 13 October 2010, the date of the first cautionary announcement
published by KWV.
2.5 One quarter of the total consideration, equal to R206,941,625 (two hundred
and six million nine hundred and forty one thousand six hundred and twenty
five Rand), is intended to be settled in Pioneer Foods shares listed on the
securities exchange operated by the JSE Limited, valued at R49.83 per
share, being the volume weighted average traded price of Pioneer Foods
shares, for the 30 days preceding 26 November 2010, and the balance of
R620,822,875 (six hundred and twenty million eight hundred and twenty two
thousand eight hundred and seventy five Rand) shall be settled in cash,
subject to any downward adjustment, if applicable, in terms of the proposed
terms and conditions precedent.
3 FURTHER ANNOUNCEMENTS
3.1 The KWV Board has formed a sub-committee of directors to ensure appropriate
governance throughout any ensuing process and to consider a possible firm
intention offer.
3.2 The KWV Board has appointed an independent expert to provide it with an
independent opinion should the Proposed Transaction proceed. The details
of the independent expert, the independent expert`s advice, as well as the
KWV Board`s opinion on the terms of the Offer will be disclosed to
shareholders should the Proposed Transaction proceed.
3.3 Shareholders are therefore advised to continue to exercise caution when
dealing in their KWV and/or Pioneer Foods shares until a further
announcement is made.
3.4 However, for the avoidance of doubt, Pioneer Foods shareholders are no
longer required to exercise caution in relation to the Competition
Commission matters as per the Pioneer Foods` SENS announcement dated 1
December 2010.
2 December 2010
Transaction advisors to Pioneer Foods: PSG Capital
Legal advisors to Pioneer: Cliffe Dekker Hofmeyr Incorporated
Transaction advisor to KWV:
RAND MERCHANT BANK (A division of FirstRand Bank Limited)
Legal advisors to KWV: Edward Nathan Sonnenbergs Incorporated
Date: 02/12/2010 17:35:02 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.
