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PIONEER FOOD GROUP LIMITED - Repurchase Implemented; Dealings In Shares By Associates Of Directors

Release Date: 12/03/2019 17:00
Code(s): PFG     PDF:  
 
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Repurchase Implemented; Dealings In Shares By Associates Of Directors

PIONEER FOOD GROUP LIMITED
(Incorporated in the Republic of South Africa)
(Registration number: 1996/017676/06)
Share code: PFG
ISIN: ZAE000118279
(“Pioneer Foods” or “the Company”)

REPURCHASE IMPLEMENTED; DEALINGS IN SHARES BY ASSOCIATES OF DIRECTORS

Shareholders are referred to the Company’s SENS announcement on 6 March 2019, advising
of the specific repurchase (“Repurchase”) by the Company from certain black economic
empowerment (“BEE”) parties (“BEE Parties”) of shares issued to them under the Company’s
2012 Phase II Broad-Based BEE Transaction (“BEE Transaction”), such shares having been
offered to the Company in terms of its pre-emptive right under the BEE Transaction.

Shareholders are advised that the Repurchase was implemented on 11 March 2019, with the
shares in question being repurchased at R78.19 per share, reflecting a 3% discount to the
volume weighted average price of Pioneer Foods shares on the JSE for the 30 trading days
up to and including 20 February 2019.

The Repurchase occurred under the existing specific repurchase authority obtained from
Pioneer Foods shareholders at the Company’s general meeting on 17 February 2012, at which
the BEE Transaction was approved.

Certain of the BEE Parties participating in the Repurchase are associates of directors of
Pioneer Foods, and details of the Repurchase from those associates are detailed below, as
required under paragraphs 3.63 to 3.74 of the JSE Listings Requirements. The proceeds from
the Repurchase will be, inter alia, utilised by each associate towards settling the preference
share funding due to Pioneer Foods (via a wholly-owned subsidiary) and FirstRand Bank
Limited (acting through its Rand Merchant Bank division) as primary funders of the BEE
Transaction.

1.

NAME OF DIRECTOR                                NS Mjoli-Mncube

COMPANY OF WHICH A DIRECTOR                     Pioneer Food Group Limited

STATUS: EXECUTIVE/NON-EXECUTIVE                 Non-executive

TYPE AND CLASS OF SECURITIES                    Ordinary shares

NATURE OF TRANSACTION                           Sale of shares by an associate of the
                                                director pursuant to the Repurchase
                                                (off-market transaction)

DATE OF TRANSACTION                             11 March 2019

PRICE PER SECURITY                              R78.19

NUMBER OF SECURITIES TRANSACTED                 86 147

TOTAL RAND VALUE OF SECURITIES                  R6 735 833.93
TRANSACTED

NAME OF ASSOCIATE                               Triple Advanced Investments No 108 (RF)
                                                Proprietary Limited

RELATIONSHIP WITH DIRECTOR                      The director is a director of the associate
                                                and director and shareholder of the
                                                associate’s holding company

NATURE AND EXTENT OF INTEREST IN                Indirect, beneficial
THE TRANSACTION

2.

NAME OF DIRECTOR                                AH Sangqu

COMPANY OF WHICH A DIRECTOR                     Pioneer Food Group Limited

STATUS: EXECUTIVE/NON-EXECUTIVE                 Non-executive

TYPE AND CLASS OF SECURITIES                    Ordinary shares

NATURE OF TRANSACTION                           Sale of shares by an associate of the
                                                director pursuant to the Repurchase
                                                (off-market transaction)

DATE OF TRANSACTION                             11 March 2019

PRICE PER SECURITY                              R78.19

NUMBER OF SECURITIES TRANSACTED                 86 147

TOTAL RAND VALUE OF SECURITIES                  R6 735 833.93
TRANSACTED

NAME OF ASSOCIATE                               Shanike Investments No 175 (RF)
                                                Proprietary Limited

RELATIONSHIP WITH DIRECTOR                      The director is a director of the associate
                                                and director and shareholder of the
                                                associate’s holding company

NATURE AND EXTENT OF INTEREST IN                Indirect, beneficial
THE TRANSACTION

3.

NAME OF DIRECTOR                                ZL Combi

COMPANY OF WHICH A DIRECTOR                     Pioneer Food Group Limited

STATUS: EXECUTIVE/NON-EXECUTIVE                 Non-executive

TYPE AND CLASS OF SECURITIES                    Ordinary shares

NATURE OF TRANSACTION                           Sale of shares by an associate of the
                                                director pursuant to the Repurchase
                                                (off-market transaction)

DATE OF TRANSACTION                             11 March 2019

PRICE PER SECURITY                              R78.19

NUMBER OF SECURITIES TRANSACTED                 172 295

TOTAL RAND VALUE OF SECURITIES                  R13 471 746.05
TRANSACTED

NAME OF ASSOCIATE                               Business Venture Investments No 1583
                                               (RF) Proprietary Limited

RELATIONSHIP WITH DIRECTOR                     The director is a director of the associate
                                               and director and shareholder of the
                                               associate’s holding company

NATURE AND EXTENT OF INTEREST IN               Indirect, beneficial
THE TRANSACTION

4.

NAME OF DIRECTOR                               ASM Karaan

COMPANY OF WHICH A DIRECTOR                    Pioneer Food Group Limited

STATUS: EXECUTIVE/NON-EXECUTIVE                Non-executive

TYPE AND CLASS OF SECURITIES                   Ordinary shares

NATURE OF TRANSACTION                          Sale of shares by an associate of the
                                               director pursuant to the Repurchase
                                               (off-market transaction)

DATE OF TRANSACTION                            11 March 2019

PRICE PER SECURITY                             R78.19

NUMBER OF SECURITIES TRANSACTED                86 147

TOTAL RAND VALUE OF SECURITIES                 R6 735 833.93
TRANSACTED

NAME OF ASSOCIATE                              Triple Advanced Investments No 107 (RF)
                                               Proprietary Limited

RELATIONSHIP WITH DIRECTOR                     The director is a director of the associate
                                               and director and shareholder of the
                                               associate’s holding company

NATURE AND EXTENT OF INTEREST IN               Indirect, beneficial
THE TRANSACTION

5.

NAME OF DIRECTOR                               ASM Karaan

COMPANY OF WHICH A DIRECTOR                    Pioneer Food Group Limited

STATUS: EXECUTIVE/NON-EXECUTIVE                Non-executive

TYPE AND CLASS OF SECURITIES                   Ordinary shares

NATURE OF TRANSACTION                          Sale of shares by an associate of the
                                               director pursuant to the Repurchase
                                               (off-market transaction)

DATE OF TRANSACTION                            11 March 2019

PRICE PER SECURITY                             R78.19

NUMBER OF SECURITIES TRANSACTED                1 059 999

TOTAL RAND VALUE OF SECURITIES                 R82 881 321.81
TRANSACTED

NAME OF ASSOCIATE                              Ripa Issuer Subco Investments (RF)
                                               Proprietary Limited (“Ripa”)

RELATIONSHIP WITH DIRECTOR                     The director is a director of Ripa and a
                                               director and shareholder of an associate of
                                               Ripa

NATURE AND EXTENT OF INTEREST IN               Indirect, beneficial
THE TRANSACTION

Tyger Valley
12 March 2019

Sponsor
PSG Capital

Date: 12/03/2019 05:00:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE'). 
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