| Thu 19 Jan 2012, 16:00 | | PFG - Pioneer Foods - Pioneer Foods Phase II Broad-Based Black Economic |
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PFG
PFG
PFG - Pioneer Foods - Pioneer Foods Phase II Broad-Based Black Economic
Empowerment Transaction Update
Pioneer Food Group Limited
(Incorporated in the Republic of South Africa)
Registration number: 1996/017676/06
Share code: PFG
ISIN code: ZAE000118279
("Pioneer Foods" or "the Company")
PIONEER FOODS PHASE II BROAD-BASED BLACK ECONOMIC EMPOWERMENT TRANSACTION UPDATE
1. Introduction
1.1 Pioneer Foods shareholders are referred to the announcement released on
SENS on 9 December 2011 relating to the proposed phase II Broad-based Black
Economic Empowerment ("B-BBEE") transaction ("Phase II B-BBEE Specific
Issue" or "the Transaction")("the December 2011 Announcement").
1.2 Shareholders are advised that the effective market price for the
Transaction has now been determined as R58.04 per Pioneer Foods ordinary
share, based on the 30 day volume weighted average price ("VWAP") of
Pioneer Foods preceding 23 December 2011. The Phase II B-BBEE Specific
Issue will result in an additional 13.54% black shareholding in the Company
post implementation of the Transaction through the issue of 28 691 649
shares to the BEE Participants consisting of the B-BBEE Partners, the Black
Directors and the Pioneer Foods Education and Community Trust, as set out
in the December 2011 Announcement.
2. Potential specific repurchase
2.1 Further to the details as set out in the December 2011 Announcement, the
Transaction will be subject to various call options and pre-emptive rights,
the exercise of which will give rise to a potential specific repurchase
from the B-BBEE Partners and the Black Directors ("the Potential Specific
Repurchase"). The Company does not currently anticipate any Potential
Specific Repurchase. Further details on the Potential Specific Repurchase
are included in the circular to shareholders regarding the Phase II B-BBEE
Specific Issue ("the Circular").
3. UNAUDITED PRO FORMA FINANCIAL INFORMATION
3.1 The updated pro forma financial effects set out below have been prepared to
assist Pioneer Foods ordinary shareholders to assess the impact of the
Proposed Phase II B-BBEE Specific Issue and Potential Specific Repurchase
on the Earnings Per Share ("EPS"), Headline Earnings Per Share ("HEPS"),
Net Asset Value ("NAV") and Tangible Net Asset Value ("TNAV") per Pioneer
Foods Ordinary Share. The material assumptions are set out in the notes
following the table. These pro forma financial effects have been disclosed
in terms of the Listings Requirements of the JSE and do not constitute a
representation of the future financial position of Pioneer Foods on
conclusion of the Proposed Phase II B-BBEE Specific Issue and Potential
Specific Repurchase. The pro forma financial effects are the responsibility
of the Pioneer Foods board and are provided for illustrative purposes only,
and, because of their nature, may not fairly present Pioneer Foods`
financial position, changes in its equity, results of operations or cash
flows.
3.2 As noted in paragraph 2 above, the Company does not currently anticipate
any Potential Specific Repurchase. The table below shows the effect of the
Potential Specific Repurchase, based on the assumption that the Potential
Specific Repurchase occurs at the 30 day VWAP of Pioneer Foods preceding 23
December 2011.
Before the After Change After the Change
Proposed the Potential
Phase II B- Proposed Specific
BBEE Phase II Repurchas
Specific B-BBEE e
Issue Specific (cents)
(cents) Issue
(cents)
EPSSquared 408.4 322.7 -21.0% 326.9 1.3%
HEPSSquared 407.0 321.2 -21.1% 325.5 1.3%
NAV per 3,059.7 3,110.9 1.7% 3,028.9 -2.6%
shareCubed
TNAV per 2,651.3 2,702.5 1.9% 2,620.5 -3.0%
shareCubed
Weighted 178.4 178.4 0.0%
average number
of shares in
issue 178.4 0.0%
(millions) 4
Number of 179.4 179.4 0.0%
shares in issue
(millions)4 179.4 0.0%
Notes
1 The EPS, HEPS, NAV and TNAV per Pioneer Foods Ordinary Share
"Before the Proposed Phase II B-BBEE Specific Issue" are based
on the published audited results for Pioneer Foods for the
year ended 30 September 2011.
2 The EPS and HEPS per Pioneer Foods Ordinary Share After the
Proposed Phase II B-BBEE Specific Issue and Potential Specific
Repurchase are based on the assumption that the Proposed Phase
II B-BBEE Specific Issue and Potential Specific Repurchase
were implemented on 1 October 2010.
3 The NAV and TNAV per Pioneer Foods Ordinary Share After the
Proposed Phase II B-BBEE Specific Issue and Potential Specific
Repurchase are based on the assumption that the Proposed Phase
II B-BBEE Specific Issue and Potential Specific Repurchase
were implemented on 30 September 2011.
4 The number and weighted number of ordinary shares in issue
have no pro forma adjustments thereto due to the fact that the
ordinary shares issued in terms of the Proposed Phase II B-
BBEE Specific Issue will be consolidated.
4. Circular to shareholders
Shareholders are advised that the Circular, containing full details on the
Transaction and notice of general meeting, was dispatched to shareholders
on 19 January 2012. The general meeting at which required shareholder
approval will be sought will be held immediately after the annual general
meeting of the Company on 17 February 2012.
5. Significant changes
Save as disclosed above, there has been no significant change affecting any
matter contained in the December 2011 Announcement.
Stellenbosch
19 January 2012
Sponsor: PSG Capital (Pty) Limited
Date: 19/01/2012 16:00:01 Produced by the JSE SENS Department.
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