ZEDER INVESTMENTS LIMITED - Update On The AVL Scheme Of Arrangement, Update Of Zeder Sum Of The Parts And Change To The Zeder Board Of Directors

Update On The AVL Scheme Of Arrangement, Update Of Zeder Sum Of The Parts And Change To The Zeder Board Of Directors

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

AGRI VOEDSEL LIMITED
(Incorporated in the Republic of South Africa)
Registration Number: 2007/015880/06
(“AVL”)

UPDATE ON THE AVL SCHEME OF ARRANGEMENT, UPDATE OF ZEDER SUM
OF THE PARTS AND CHANGE TO THE ZEDER BOARD OF DIRECTORS

1.   UPDATE ON AVL SCHEME OF ARRANGEMENT

1.1.   Shareholders are referred to the joint SENS announcement
       by Zeder and AVL dated 25 June 2014 (“Firm Intention
       Announcement”), detailing Zeder’s firm intention to make
       an offer to acquire all ordinary shares in AVL, not
       already held by Zeder, by way of a scheme of arrangement
       (“Scheme”), or, in the unlikely event that the Scheme
       fails, by way of a voluntary general offer to AVL
       shareholders (“General Offer”).

1.2.   The independent board of directors of AVL (“AVL
       Independent Board”) appointed Deloitte & Touche as
       independent expert ("Independent Expert"), as required
       in terms of section 114 of the Companies Act, 2008 and
       in terms of the Companies Regulations, 2011, to provide
       the AVL Independent Board with independent, external
       advice in relation to the Scheme in the form of a fair
       and reasonable opinion.

1.3.   Whilst the contents of the Independent Expert's advice
       and opinion and the final views of the AVL Independent
       Board will be detailed in the Scheme and General Offer
       circular to AVL shareholders, the AVL Independent Board
       and the Independent Expert have now formed an initial
       view that the consideration to be offered by Zeder to
       AVL shareholders under the Scheme or, should the Scheme
       fail, under the General Offer, (“Consideration”) is fair
       and reasonable to AVL shareholders, such Consideration
       amounting to 16.2 listed Zeder shares for every one
       unlisted AVL share disposed of by an AVL shareholder
       under the Scheme or the General Offer, as the case may
       be.

2.   UPDATE OF ZEDER SUM OF THE PARTS (“SOTP”)
2.1.   Shareholders are advised that at the close of business
       on 24 July 2014, Zeder’s see-through SOTP value per
       share amounted to R6.81, representing an increase of
       11.5% from the see-through SOTP value of R6.11 per share
       disclosed by Zeder in the Firm Intention Announcement
       (which was calculated as at 4 June 2014). Zeder’s see-
       through SOTP value per share is calculated using the
       quoted   market   prices  for   all   JSE-listed   traded
       investments, apart from using the see-through market
       price of Pioneer Foods for Zeder’s investment in AVL.
       Directors’ valuations or most recent over-the-counter
       share prices have been used for all other investments.

2.2.   Although shareholders are able to calculate the above
       change in the see-through SOTP value themselves, Zeder
       is disclosing the updated value in order to assist
       shareholders in evaluating the Consideration. Such
       disclosure is done on a voluntary basis for the sake of
       transparency.

3.   CHANGE TO THE BOARD OF DIRECTORS

     In compliance with paragraph 3.59(b) of the JSE Listings
     Requirements, Zeder hereby advises shareholders that Mr
     Lambert Retief has resigned from the Zeder board with
     immediate effect. The board wishes to thank Mr Retief for
     his valuable contribution as director of Zeder.

Stellenbosch
25 July 2014

PSG Capital: Transaction adviser and sponsor to Zeder

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