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PFG
PFG
PFG - Pioneer Food Group Limited - Notice to Shareholders
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")
NOTICE TO SHAREHOLDERS OF THE COMPANY IN TERMS OF SECTION 45(5) OF THE COMPANIES
ACT OF A RESOLUTION ADOPTED BY THE BOARD OF DIRECTORS AUTHORISING THE COMPANY TO
PROVIDE FINANCIAL ASSISTANCE TO A RELATED COMPANY
1. The shareholders of the Company adopted a special resolution in terms of
section 45(3)(a)(ii) of the Companies Act, 2008 ("the Companies Act") at
the Company`s annual general meeting held on 17 February 2012, in terms of
which they provided the board of directors of the Company ("the Board")
with a general approval (which approval will be in place for a period of
two years commencing from the date of the adoption of such special
resolution) to authorise the Company to provide any direct or indirect
financial assistance that the Board may deem fit to any related or inter-
related company or corporation of the Company on the terms and conditions
and for the amounts that the directors may determine (the "Section 45
Shareholders` Resolution").
2. In anticipation of and subject to the Section 45 Shareholders` Resolution
being adopted, the Board, on 16 February 2012, adopted a resolution
authorising the Company to provide a loan to Pioneer Foods (Proprietary)
Limited, an indirect wholly owned subsidiary of the Company, in an amount
of R293,277,224 ("the Section 45 Board Resolution"). The Board is satisfied
that(1) immediately after providing such financial assistance the Company
will satisfy the solvency and liquidity test as referred to in section
45(3)(b)(i) of the Companies Act, and that (2) the terms under which such
assistance is to be given are fair and reasonable to the Company as
referred to in section 45(3)(b)(ii).
3. The financial assistance to be granted by the Company in terms of the
Section 45 Board Resolution will exceed one-tenth of one percent of the
Company`s net worth and the Company hereby provides notice of the Section
45 Board Resolution to shareholders in terms of the provisions of section
45(5) of the Companies Act. The Company does not have any employees
represented by a trade union.
Paarl
2 March 2012
Sponsor
PSG Capital
Date: 02/03/2012 09:36:41 Produced by the JSE SENS Department.
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