ZEDER INVESTMENTS LIMITED - Disposal of shareholding in Capevin Holdings Limited

Disposal of shareholding in Capevin Holdings Limited

ZEDER INVESTMENTS LIMITED
(Incorporated in the Republic of South Africa)
Registration number: 2006/019240/06
Share Code:    ZED
ISIN Number:   ZAE000088431
("Zeder" or “the Company”)

DISPOSAL OF SHAREHOLDING IN CAPEVIN HOLDINGS LIMITED

1.   INTRODUCTION

Shareholders are hereby advised that Zeder, acting
through its wholly owned subsidiary, Zeder Financial
Services Limited, has disposed of a total of 133 300 000
ordinary listed shares which it held in Capevin Holdings
Limited (“the Capevin Shares”).

Following the aforementioned disposal (“the Disposal”),
Zeder has retained 46 466 692 shares in Capevin Holdings
Limited (“Capevin”), equating to approximately 5.3% of
the total issued ordinary share capital of Capevin.

2.   THE BUSINESS OF CAPEVIN

Capevin is an investment holding company, having as its
significant asset an indirect interest of 29.0% in
Distell Group Limited (“Distell”).     Distell is South
Africa’s leading producer and marketer of fine wines,
spirits, ciders and ready-to-drinks, and its shares are
listed on the JSE.

3.   RATIONALE FOR THE DISPOSAL

Zeder is an investment holding company that mainly
invests in food, beverage and agricultural companies,
where Zeder can directly or indirectly add value.

Given the aforegoing and that Zeder cannot add meaningful
value at a Distell level, Zeder has decided to dispose of
part of its investment and to utilise the proceeds in
existing and/or new companies where Zeder can play a more
meaningful role instead.

4.   CLASSIFICATION OF THE TRANSACTION

The Disposal is classified as a category 2 transaction in
terms of the Listings Requirements of the JSE Limited
(“the Listings Requirements”).
5.    DETAILS OF THE DISPOSAL

5.1   The purchasers

The Capevin Shares were placed by PSG Capital in a
bookbuild exercise with Allan Gray and Coronation Fund
Managers in the following proportions:

5.1.1     39 150 000 of the Capevin Shares were placed
          with Allan Gray;

5.1.2     94 150 000 of the Capevin Shares were         were
          placed with Coronation Fund Managers,

(collectively “the Purchasers”).

5.2   Disposal consideration

The disposal consideration was in the amount of R6.00 per
Capevin Share, equating to a total disposal consideration
of R799.8m, and was paid in cash by the Purchasers.

5.3   Effective date

The effective date of the Disposal was 15 February 2013.

5.4   Conditions Precedent

The Disposal was not subject to any conditions precedent.

6.    FINANCIAL EFFECTS OF THE DISPOSAL

The pro forma financial        effects of the disposal are
presented for illustrative      purposes only and because of
their nature may not give       a fair reflection of Zeder’s
financial position nor of      the effect on future earnings
after the Disposal.

Set out below are the unaudited pro forma financial
effects of the Disposal, based on Zeder’s unaudited
results for the 6 month period ended 31 August 2012. The
directors of Zeder are responsible for the preparation of
the unaudited pro forma financial effects.


                       Unaudited      Pro forma      Change(%)
                          before      after the
                        Disposal       Disposal
                         (cents)       (cents)
Attributable
earnings per share           11.0            36.9           235.5
(1)(3)(4)(7)(8)(9)
Headline earnings
per share
(1)(3)(4)(8)                5.9             12.6           113.6
Recurring headline
earnings per share
(1)(3)(4)(9)(10)            8.5              8.3           (2.4)
Net asset value per
share (2)(5)              293.5            320.2               9.1
Tangible net asset
value per
share (2)(5)
                          283.3            310.0               9.4

Notes and assumptions:

The unaudited financial information for the six months
ended 31 August 2012 has been extracted from the
published interim results announcement of Zeder.
Rounding   of   figures   may   result    in   computational
discrepancies.
1.   The   attributable   earnings   per   share,   headline
     earnings per share and recurring headline earnings
     per share figures in the "Pro forma after the
     Disposal" column have been calculated on the basis
     that the Disposal was effected on 1 March 2012.
2.   The net asset value per share and tangible net asset
     value per share figures in the "Pro forma after the
     Disposal" column have been calculated on the basis
     that the Disposal was effected on 31 August 2012.
3.   The taxation rate applicable is 28%.
4.   The   attributable   earnings   per   share,   headline
     earnings per share and recurring headline earnings
     per share figures have been calculated using a
     weighted average number of shares in issue of 978
     088 517 for the period ended 31 August 2012.
5.   The net asset value per share and tangible net asset
     value per share calculations have been based on
     978 088 517 shares in issue as at 31 August 2012.
6.   Cash received by Zeder from the Disposal has been
     assumed to be invested in Zeder's Money Market
     account which yielded an average return of 5.5% for
     the period.
7.   Attributable earnings per share includes a net
     profit after tax from the Disposal of R188.1m, which
     is   largely   responsible    for   the   increase   in
     attributable earnings per share.
8.   The classification of the investment has changed
     from an associate to a financial asset carried at
     fair value through profit or loss following the
     Disposal on 1 March 2012. Attributable earnings per
      share consequently includes a fair value loss of
      R0.3m, resulting from remeasuring the carrying value
      of the remaining investment to its fair value.
9.    Attributable   earnings  per   share   and   headline
      earnings per share include a fair value gain of
      R63.0m, resulting from the increase in the fair
      value of the remaining investment after Disposal for
      the period.
10.   The decrease in recurring headline earnings is due
      to the disparity in returns between the cash
      invested as per note 6 and Zeder's share of
      Capevin's recurring headline earnings for the period
      in respect of the investment disposed of.

Stellenbosch
15 February 2013

Sponsor and Corporate Adviser
PSG Capital

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