| Wed 2 Feb 2011, 14:10 | | PFG - Pioneer Food Group Limited/ KWV Holdings Limited- Joint announcement |
|
PFG
PFG
PFG - Pioneer Food Group Limited/ KWV Holdings Limited- Joint announcement
of withdrawal of offer and termination of section 311 scheme of arrangement
process
Pioneer Food Group Limited
Incorporated in the Republic of South Africa
Registration number: 1996/017676/06
Share code: PFG
ISIN code: ZAE000118279
KWV Holdings Limited
Incorporated in the Republic of South Africa
Registration number: 2009/012871/06
("KWV")
PIONEER FOOD GROUP LIMITED ("PIONEER FOODS") / KWV HOLDINGS LIMITED ("KWV")
- JOINT ANNOUNCEMENT OF WITHDRAWAL OF OFFER AND TERMINATION OF SECTION 311
SCHEME OF ARRANGEMENT PROCESS
Pioneer Foods and KWV Shareholders ("Shareholders") are referred to the
previous joint announcement from Pioneer Foods and KWV (the "Parties") which
was published on the Securities Exchange News Services ("SENS") of the JSE
Limited ("JSE") on 13 December 2010 and in the press on 14 December 2010.
In the joint announcement, Shareholders were advised that Pioneer Foods had
proposed a scheme of arrangement in terms of section 311 of the Companies
Act, 61 of 1973, as amended, between KWV and its shareholders which, if
implemented, would result in Pioneer Foods acquiring the entire issued share
capital of KWV in consideration for the settlement of the scheme
consideration of R12 (twelve rand) per share to the scheme participants,
subject to a downward adjustment as previously stated (the "Scheme").
Following discussions with KWV shareholders, KWV has received confirmation
from certain significant shareholders that due to the offer price and
possible adjustment thereof, they will not support the proposed Scheme.
Consequently, the Parties have concluded that there will not be sufficient
support to pass the requisite resolution to approve the proposed Scheme at
the scheme meeting.
The Parties have therefore agreed to terminate the scheme process, and
therefore the Pioneer Foods offer is withdrawn. KWV is accordingly no
longer in an offer period as defined in the Securities Regulation Code on
Takeovers and Mergers.
2 February 2011
Transaction advisor and sponsor to Pioneer Foods: PSG Capital (Proprietary)
Limited
Legal advisors to Pioneer Foods: Cliffe Dekker Hofmeyr Incorporated
Merchant bank to KWV: RAND MERCHANT BANK (A division of FirstRand Bank
Limited)
Legal advisors to KWV: Edward Nathan Sonnenbergs Incorporated
Date: 02/02/2011 14:10:01 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.
