Simba Pty Ltd. entered into a transaction implementation agreement to acquire Pioneer Food Group Ltd (JSE:PFG) from a group of shareholders for ZAR 21.2 billion on July 19, 2019. Simba Pty Ltd. will pay a cash consideration of ZAR 110 per share with certain possible increases to the base price linked to dividend(s). Zeder Investments Ltd. (JSE:ZED) will receive approximately ZAR 6.4 billion through the disposal of its 58 million Pioneer Foods ordinary shares. The per share scheme consideration will be funded by PepsiCo from a combination of debt and cash. JPMorgan Chase Bank, N.A. has agreed to pay up to a maximum guaranteed amount equal to ZAR 25.4 billion in relation to the offers. Should the scheme be implemented, Pioneer Foods will be a subsidiary of PepsiCo and the Pioneer Foods ordinary shares will be delisted from the JSE. Pioneer Foods undertakes to pay to PepsiCo a break fee equal to ZAR 115 million if PepsiCo terminates the implementation agreement. PepsiCo undertakes to pay Pioneer Foods or Pioneer Foods' nominee a break fee equal to ZAR 115 million if Pioneer Foods terminates the implementation agreement.

The scheme is subject to the fulfillment or waiver, as applicable, of the condition that by no later than July 30, 2019, all agreements in respect of the transaction are signed by no later than November 30, 2019, approval by majority of votes of the Pioneer Foods shareholders, the BEE Trust Repurchase Resolution, the Pioneer Foods Class A Repurchase Resolution, the ordinary resolution to be proposed to Pioneer Foods Shareholders at the General Meeting seeking their approval of the determination pursuant to the Phantom Share Plan and the ordinary resolution to be proposed to Pioneer Foods Shareholders at the General Meeting seeking their approval for the BEE Payment. The deal is also subject to the High Court of South Africa approving the implementation of the scheme, the special of holders of Zeder Investments Limited ordinary to approve the sale and transfer by Zeder of the Pioneer Foods ordinary shares beneficially owned by Zeder and/or Zeder Financial Services Limited approved by the requisite majority of the votes of the shareholders of Zeder at the general meeting, all regulatory approvals required to implement the transaction and the Zeder Disposal are obtained, approval from the relevant competition authorities, the Financial Surveillance Department of the South African Reserve Bank granting such approvals with respect to the transaction and any financing arrangements relating thereto and the JSE granting approval. The independent board, established by Pioneer Foods unanimously recommended the offer to Pioneer Foods ordinary shareholders, the Pioneer Foods class A share comparable Offer to the holder of Pioneer Foods class A shares, the PSR comparable offer to the PSR Holders and the BEE Trust repurchase.

The deal is unanimously approved by the Boards of Directors of both companies. The general meeting of shareholders of Pioneer Food is scheduled to take place on October 15, 2019. The transaction was approved at the general meeting of shareholders of Zeder Investments Ltd. on September 30, 2019. The transaction was approved at the general meeting of shareholders of Pioneer Food on October 15, 2019. As on February 11, 2020, the transaction received antirust approval from the South African Competition Commission and Tribunal. The date of scheme implementation is expected to be on or about February 24, 2020. On March 5, 2020, the Competition Tribunal conditionally approved the transaction. As on March 18, 2020, the Competition and Markets Authority approved the transaction. Zeder will use the proceeds from sale to distribute an indicative special dividend to shareholders and the remaining portion consideration will be used to invest in new opportunities or to re- invest in Zeder's existing underlying portfolio. The estimated quantum for reduction or settlement of debt, transaction costs and all directly related obligations, will amount to approximately ZAR 1.59 billion depending on the implementation date of the transaction. As of March 6, 2020, the transaction becomes unconditional and the scheme will be implemented on March 23, 2020.

BDO Corporate Finance Proprietary Limited acted as independent expert for Pioneer Foods. PSG Capital acted as financial advisor and Webber Wentzel acted as legal advisor for Pioneer Foods. Computershare Investor Services (Proprietary) Limited acted as transfer agent and PricewaterhouseCoopers Incorporated acted as accountant for Pioneer Foods. UBS South Africa (Proprietary) Limited, J.P. Morgan Securities LLC and Centerview Partners LLC acted as financial advisors to PepsiCo. Bowman Gilfillan acted as legal advisor to PepsiCo.

Simba Pty Ltd. completed the acquisition of Pioneer Food Group Ltd (JSE:PFG) from a group of shareholders on March 23, 2020.