Distribution of Circular Notice of General Meeting

DISTRIBUTION OF COMBINED CIRCULAR AND NOTICE OF GENERAL MEETING

INTRODUCTION

Shareholders of Pioneer Foods (“Pioneer
Foods Shareholders
”) are referred to the joint firm intention announcement
(“FIA”) by Pioneer Foods, PepsiCo and the Pepsi Offeror, a wholly-owned
subsidiary of PepsiCo, published on SENS on 19 July 2019 and in the press on 22
July 2019. In the FIA, Pioneer Foods Shareholders were advised that PepsiCo and
Pioneer Foods had entered into a transaction implementation agreement and Pioneer
Foods had received a notice from the Pepsi Offeror of its firm intention to make
an offer, as contemplated by the Takeover Regulations (“PepsiCo Offer”):

  • to acquire the issued ordinary shares of Pioneer Foods (“Pioneer
    Foods Ordinary Shares
    ”), excluding Pioneer Foods Ordinary Shares held
    by subsidiaries of Pioneer Foods (“Treasury Shares”), by way
    of a scheme of arrangement (“Scheme”) in terms of section 114
    of the Companies Act 71 of 2008; or
  • if, after the Scheme is proposed, any condition precedent to the Scheme
    is not fulfilled and, where applicable, not waived or the Scheme otherwise lapses
    or fails, to acquire all of the Pioneer Foods Ordinary Shares, including Treasury
    Shares, by way of a general offer to the holders of Pioneer Foods Ordinary Shares,
    including the holders of the Treasury Shares (“Standby Offer”).

The PepsiCo Offer will be made at a cash consideration of ZAR110 (“Base
Price
”) per Pioneer Foods Ordinary Share with certain possible increases
to the Base Price linked to dividends (the detail of which is set out in the FIA
and the circular referred to below).

The Base Price represents a premium
of 56.5% to the 30-day volume weighted average traded price of Pioneer Foods Ordinary
Shares of ZAR70.31, as at 12 July 2019, being the last trading date prior to the
date on which the cautionary announcement was published on SENS.

DISTRIBUTION OF COMBINED CIRCULAR AND NOTICE OF GENERAL MEETING

A circular, detailing, inter alia, the terms and conditions of the Scheme
and the Standby Offer (“Circular”), has been distributed to Pioneer
Foods Shareholders today, Thursday, 29 August 2019. The Circular also incorporates
a notice convening a general meeting of Pioneer Foods Shareholders (“General
Meeting
”) for the purpose of considering, and, if deemed fit, passing,
with or without modification, the resolutions contained in such notice.

Notice is hereby given that the General Meeting will be held at 10:00 on Tuesday,
15 October 2019 at the Cape Town Marriott Hotel Crystal Towers, Corner Century Boulevard
and Rialto Road, Century City, Cape Town, South Africa, to consider and, if deemed
fit, to pass, with or without modification, the requisite resolutions required for
the Scheme and the other resolutions set out in the notice of General Meeting included
in the Circular.

The Circular is available in English only. Copies may be
obtained during normal business hours from the registered office of Pioneer Foods
at Glacier Place, 1 Sportica Crescent, Tygervalley, South Africa, from the offices
of PepsiCo’s legal advisor, Bowman Gilfillan Inc. at 11 Alice Lane, Sandton, Johannesburg,
South Africa and from the offices of the Company’s sponsor, PSG Capital at 1st Floor,
Ou Kollege Building, 35 Kerk Street, Stellenbosch, South Africa and at 2nd Floor,
Building 3, 11 Alice Lane, Sandton, Johannesburg, South Africa, from Thursday, 29
August 2019 until the date on which the Scheme is implemented or, if the Standby
Offer becomes effective, the closing date of the Standby Offer. A copy of the Circular
is also available on the Company’s website (https://www.pioneerfoods.co.za/wp-content/uploads/Pioneer_Foods_Combined_Circular_2019-.pdf)
and PepsiCo’s website (https://www.pepsico.com/docs/album/shareholder-information/combined-circular-to-pioneer-foods-shareholders.pdf?sfvrsn=3b2814d3_0).

IMPORTANT DATES AND TIMES

Pioneer Foods Shareholders
are referred to the table below setting out important dates and times in relation
to the Scheme. Capitalised terms used below and elsewhere in this announcement and
that are not otherwise defined, bear the meaning ascribed to them in the Circular.

2019
Record date to determine which Pioneer Foods Shareholders are entitled to receive the Circular Friday, 23 August
Circular posted to Pioneer Foods Shareholders and notice convening the General Meeting released on SENS on Thursday, 29 August
Notice of General Meeting published in the South African press on Friday, 30 August
Last day to trade in order to be recorded in the Register on the Scheme Voting Record Date in order to be eligible to vote at the General Meeting Tuesday, 1 October
Scheme Voting Record Date being 17:00 on Friday, 4 October
For administrative reasons, Forms of Proxy to be lodged with Computershare by 10:00 on Friday, 11 October
Forms of Proxy to be handed to the chairperson of the General Meeting or Computershare at the General Meeting, at any time before the proxy exercises any rights of the Pioneer Foods Shareholder at the General Meeting on Tuesday, 15 October
Last date and time for Pioneer Foods Shareholders to give notice to Pioneer Foods objecting, in terms of section 164(3) of the Companies Act, to the Scheme Resolutions or Pioneer Foods Class A Repurchase Resolution (or any other applicable Resolution) to be able to invoke Appraisal Rights by 10:00 on Tuesday, 15 October
General Meeting of Pioneer Foods Shareholders to be held at 10:00 on Tuesday, 15 October
Results of General Meeting released on SENS on Tuesday, 15 October
Results of General Meeting published in the South African press on Wednesday, 16 October
If the Scheme or the Pioneer Foods Class A Repurchase (or any other applicable Resolution) is approved by Pioneer Foods Shareholders at the General Meeting:
Last date for Pioneer Foods Shareholders who voted against the Scheme Resolutions or the Pioneer Foods Class A Repurchase Resolution (or any other applicable Resolution), to require Pioneer Foods to seek court approval for the Scheme Resolutions or the Pioneer Foods Class A Repurchase Resolution (or any other applicable Resolution), in terms of section 115(3)(a) of the Companies Act (where applicable) on Tuesday, 22 October
Last date for Pioneer Foods Shareholders who voted against the Scheme Resolutions or the Pioneer Foods Class A Repurchase Resolution (or any other applicable Resolution), to apply to court for leave to apply for a review of the Scheme Resolutions or the Pioneer Foods Class A Repurchase Resolution (or any other applicable Resolution), in terms of section 115(3)(b) of the Companies Act on Tuesday, 29 October
Last date for Pioneer Foods to send objecting Pioneer Foods Shareholders notices of the adoption of the Scheme Resolutions and/or the Pioneer Foods Class A Repurchase Resolution (and/or any other applicable Resolution), in accordance with section 164(4) of the Companies Act, on Tuesday, 29 October
Last day for objecting Pioneer Foods Shareholders, by reason of the adoption of the Scheme Resolutions or the Pioneer Foods Class A Repurchase Resolution (or any other applicable Resolution), to make a demand to Pioneer Foods to pay such objecting Pioneer Foods Shareholders the fair value of all Pioneer Foods Shares held by them, in terms of section 164(7) of the Companies Act. Tuesday, 26 November
Action
The following dates assume that all conditions precedent to the Scheme are fulfilled or, where applicable, waived and that neither court approval nor the review of the Scheme Resolutions or the Pioneer Foods Class A Repurchase Resolution (or any other applicable Resolution) is required and will be confirmed in the finalisation announcement if all conditions precedent to the Scheme are fulfilled or, where applicable, waived:
2020
Scheme Finalisation Date expected to be on Tuesday, 11 February
Scheme Finalisation Date announcement expected to be released on SENS on Tuesday, 11 February
Scheme Finalisation Date announcement expected to be published in the South African press on Wednesday, 12 February
Scheme LDT expected to be on Tuesday, 18 February
Trading in Pioneer Foods Ordinary Shares on the JSE suspended from commencement of trade on or about Wednesday, 19 February
Scheme Consideration Record Date to be recorded in the Register in order to receive the Per Share Scheme Consideration expected to be on Friday, 21 February
Scheme Implementation Date expected to be on Monday, 24 February
Per Share Scheme Consideration payment to Dematerialised Pioneer Foods Ordinary Shareholders expected to take place on Monday, 24 February
Per Share Scheme Consideration payment to Certificated Pioneer Foods Ordinary Shareholders expected to take place within 5 South African Business Days of (assuming surrender of Documents of Title and duly completed Form of Surrender, Transfer or Acceptance) Monday, 24 February
Termination of listing of Pioneer Foods Ordinary Shares on the JSE at commencement of trade on or about Tuesday, 25 February

Notes:

  1. The above dates and times are subject to such changes as may be agreed to by Pioneer Foods and PepsiCo and approved by the Takeover Panel and/or the JSE, if required. If the Scheme Finalisation Date is not on Tuesday, 11 February 2020 (or if the Scheme Finalisation Date falls on a day before Tuesday, 11 February 2020), an updated timetable will be released on SENS.
  2. Completed Forms of Proxy and the authority (if any) under which they are signed must be (i) lodged with or posted to Computershare at Rosebank Towers, 15 Biermann Avenue, Rosebank, Johannesburg, 2196 (PO Box 61051, Marshalltown, 2107), to be received by them no later than 10:00 on Friday, 11 October 2019 or (ii) thereafter handed to the chairperson of the General Meeting or Computershare at the General Meeting at any time before the proxy exercises any rights of the Pioneer Foods Shareholder at such General Meeting.
  3. Pioneer Foods Ordinary Shareholders should note that, as trade in Pioneer Foods Ordinary Shares on the JSE is settled in the electronic settlement system administered by Strate, settlement of trades takes place 3 South African Business Days after the date of such trades. Therefore, Pioneer Foods Ordinary Shareholders who acquire Pioneer Foods Ordinary Shares on the JSE after the voting last day to trade, expected to be on Tuesday, 1 October 2019, being the last day to trade in Pioneer Foods Ordinary Shares so as to be recorded in the Register on the Scheme Voting Record Date, will not be entitled to vote at the General Meeting.
  4. Pioneer Foods Shareholders who wish to exercise their Appraisal Rights are referred to Annexure 7 to the Circular for purposes of determining the relevant timing for the exercise of their Appraisal Rights.
  5. The exercise of Appraisal Rights may result in changes to the above salient dates and times and Pioneer Foods Shareholders will be notified separately of the applicable dates and times resulting from any such changes.
  6. Pioneer Foods Shareholders who wish to exercise their right in terms of section 115(3) of the Companies Act, to require the approval of a court for the Scheme or the Pioneer Foods Class A Repurchase (or any other applicable Resolution), should refer to Annexure 7 to the Circular which includes an extract of section 115 of the Companies Act. Should Pioneer Foods Shareholders exercise their rights in terms of section 115(3) of the Companies Act, the dates and times set out above may change, in which case an updated timetable will be released on SENS.
  7. Dematerialised Pioneer Foods Ordinary Shareholders, other than those with Own-Name Registration, must provide their CSDP or Broker with their instructions for voting at the General Meeting by the cut-off time and date stipulated by their CSDP or Broker in terms of their respective Custody Agreements between them and their CSDP or Broker.
  8. No dematerialisation or rematerialisation of Pioneer Foods Ordinary Shares may take place from the commencement of business on the South African Business Day following the Scheme LDT. The Scheme LDT is expected to be on Tuesday, 18 February 2020.
  9. If the General Meeting is adjourned or postponed, the above dates and times will change, but the Forms of Proxy submitted for the initial General Meeting will remain valid in respect of any adjournment or postponement of the General Meeting.
  10. Although the salient dates and times are stated to be subject to change, such statement shall not be regarded as consent or dispensation for any change to time periods which may be required in terms of the Companies Act, the Companies Regulations and the JSE Listings Requirements, where applicable, and any such consents or dispensations must be specifically applied for and granted.
  11. Should a Standby Offer Trigger Event occur, the Standby Offer will automatically become effective in accordance with the provisions of Annexure 10 to the Circular. In such event, an announcement will be issued on SENS, confirming that the Scheme will not proceed and that the Standby Offer has become effective, and advising Pioneer Foods Shareholders of all the salient dates and times pertinent to the Standby Offer.
  12. All times referred to in this announcement are references to South African Standard Time.

Tygervalley
29 August 2019

Media Contact

Deborah-Ann Sharwood
Manager, Group Communication

Glacier Place
1 Sportica Crescent
Tygervalley
7530
South Africa

Tel: +27 21 974 4156

Email me

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