PIONEER FOOD GROUP LIMITED - Acceptance Of Allocated Phantom Share Rights In Terms Of The Pioneer Foods Equity Settled Phantom Share Plan

2017-03-20 12:15:00

PFG 201703200022A
Acceptance Of Allocated Phantom Share Rights In Terms Of The Pioneer Foods Equity Settled Phantom Share Plan

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”)

ACCEPTANCE OF ALLOCATED PHANTOM SHARE RIGHTS IN TERMS OF THE PIONEER FOODS
EQUITY SETTLED PHANTOM SHARE PLAN

In compliance with rules 3.63 to 3.74 of the JSE Listings Requirements,
the following information is disclosed:

  1.
  NAME OF DIRECTOR                         PM Roux
  COMPANY OF WHICH I AM A DIRECTOR         Pioneer Food Group Limited
  STATUS:EXECUTIVE/NON-EXECUTIVE           Executive
  TYPE OF SECURITIES                       Equity Settled Phantom Share
                                           Rights
  CLASS OF SECURITIES                      Ordinary Shares
  DATE OF PHANTOM SHARE RIGHT GRANT        22 February 2017
  DATE OF PHANTOM SHARE RIGHT ACCEPTANCE   17 March 2017
  PHANTOM SHARE RIGHT STRIKE PRICE         16 620
  (CENTS)
  NUMBER OF PHANTOM SHARE RIGHTS           117 701
  ALLOCATED
  STRIKE DATES OF PHANTOM SHARE RIGHTS     22 February 2020; 22 February
                                           2021 and 22 February 2022
  PERIOD OF EXERCISE                       Participants have until
                                           midnight on the 6 month
                                           anniversary of the relevant
                                           vesting date during which the
                                           Phantom Share Rights can be
                                           exercised
  NATURE OF TRANSACTION                    Acceptance of Phantom Share
                                           Rights in terms of the Pioneer
                                           Foods Equity Settled Phantom
                                           Share Plan
                                           (Off-market transaction)
  NATURE AND EXTENT OF INTEREST IN THE
  TRANSACTION                              Direct, Beneficial

  2.
  NAME OF DIRECTOR                         JA Jacobs
  COMPANY OF WHICH I AM A DIRECTOR         Pioneer Food Group Limited
  STATUS:EXECUTIVE/NON-EXECUTIVE           Executive – Company Secretary
  TYPE OF SECURITIES                       Equity Settled Phantom Share
                                           Rights
  CLASS OF SECURITIES                      Ordinary Shares
  DATE OF PHANTOM SHARE RIGHT GRANT        22 February 2017
  DATE OF PHANTOM SHARE RIGHT ACCEPTANCE   17 March 2017
  PHANTOM SHARE RIGHT STRIKE PRICE         16 620
  (CENTS)
  NUMBER OF PHANTOM SHARE RIGHTS           17 949
  ALLOCATED
  STRIKE DATES OF PHANTOM SHARE RIGHTS     22 February 2020; 22 February
                                           2021 and 22 February 2022
  PERIOD OF EXERCISE                       Participants have until
                                           midnight on the 6 month
                                           anniversary of the relevant
                                           vesting date during which the
                                           Phantom Share Rights can be
                                           exercised
  NATURE OF TRANSACTION                    Acceptance of Phantom Share
                                           Rights in terms of the Pioneer
                                           Foods Equity Settled Phantom
                                           Share Plan
                                           (Off-market transaction)
  NATURE AND EXTENT OF INTEREST IN THE
  TRANSACTION                              Direct, Beneficial

 3.
  NAME OF DIRECTOR/COMPANY SECRETARY       F Lombard
  COMPANY OF WHICH I AM A DIRECTOR         Pioneer Foods Groceries
                                           Proprietary Limited(major
                                           subsidiary)
  STATUS:EXECUTIVE/NON-EXECUTIVE           Executive
  TYPE OF SECURITIES                       Equity Settled Phantom Share
                                           Rights
  CLASS OF SECURITIES                      Ordinary Shares
  DATE OF PHANTOM SHARE RIGHT GRANT        22 February 2017
  DATE OF PHANTOM SHARE RIGHT ACCEPTANCE   17 March 2017
  PHANTOM SHARE RIGHT STRIKE PRICE         16 620
  (CENTS)
  NUMBER OF PHANTOM SHARE RIGHTS           60 776
  ALLOCATED
  STRIKE DATES OF PHANTOM SHARE RIGHTS     22 February 2020; 22 February
                                           2021 and 22 February 2022

  PERIOD OF EXERCISE                       Participants have until
                                           midnight on the 6 month
                                           anniversary of the relevant
                                           vesting date during which the
                                           Phantom Share Rights can be
                                           exercised
  NATURE OF TRANSACTION                    Acceptance of Phantom Share
                                           Rights in terms of the Pioneer
                                           Foods Equity Settled Phantom
                                           Share Plan
                                          (Off-market transaction)
  NATURE AND EXTENT OF INTEREST IN THE
  TRANSACTION                              Direct, Beneficial


 4.
  NAME OF DIRECTOR/COMPANY SECRETARY       CR Lamprecht
  COMPANY OF WHICH I AM A DIRECTOR         Pioneer Food Group Limited
  STATUS:EXECUTIVE/NON-EXECUTIVE           Executive
  TYPE OF SECURITIES                       Equity Settled Phantom Share
                                           Rights
  CLASS OF SECURITIES                      Ordinary Shares
  DATE OF PHANTOM SHARE RIGHT GRANT        22 February 2017
  DATE OF PHANTOM SHARE RIGHT ACCEPTANCE   17 March 2017
  PHANTOM SHARE RIGHT STRIKE PRICE         16 620
  (CENTS)
  NUMBER OF PHANTOM SHARE RIGHTS           20 699
  ALLOCATED
  STRIKE DATES OF PHANTOM SHARE RIGHTS     22 February 2020; 22 February
                                           2021 and 22 February 2022
  PERIOD OF EXERCISE                       Participants have until
                                           midnight on the 6 month
                                           anniversary of the relevant
                                           vesting date during which the
                                           Phantom Share Rights can be
                                           exercised
  NATURE OF TRANSACTION                    Acceptance of Phantom Share
                                           Rights in terms of the Pioneer
                                           Foods Equity Settled Phantom
                                           Share Plan
                                          (Off-market transaction)
  NATURE AND EXTENT OF INTEREST IN THE
  TRANSACTION                             Direct, Beneficial

Notes:

a.     Clearance to deal in these Phantom Share Rights was obtained in
       accordance with Rule 3.66 of the JSE Listings Requirements.
b.     50% of the Phantom Share Rights will vest in 3 tranches of 33.33% each
       on the vesting dates specified above.
c.     The remaining 50% of the Phantom Share Rights will vest in 3 tranches
       of 33.33% on the vesting dates specified above, subject to a formula
       based on the compound growth of the Company´s headline earnings per
       share from the financial year prior to the date of grant of the Phantom
       Share Rights to the financial year prior to the date of exercise.
d.     The total number of Pioneer Foods shares that will be issued to the
       directors pursuant to the exercise of the Phantom Share Rights will be
       determined according to a formula based on the growth in the share
       price of Pioneer Foods from the date of grant of the Phantom Share
       Rights to the date of exercise. Accordingly, the total number of shares
       and monetary value thereof will only be determined at a future date.
e.     An additional SENS announcement will be made upon the exercise of the
       Phantom Share Rights by each director disclosing the exact number of
       shares issued and the monetary value thereof in accordance with the JSE
       Listings Requirements.

20 March 2017
Bellville

Sponsor
PSG Capital

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