ZEDER INVESTMENTS LIMITED - Internalisation of Management Agreement: Results of the General Meeting of Shareholders

Internalisation of Management Agreement: Results of the General Meeting of Shareholders

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

INTERNALISATION OF MANAGEMENT AGREEMENT: RESULTS OF THE GENERAL MEETING OF SHAREHOLDERS (“GENERAL MEETING”)

1.   INTRODUCTION

     Shareholders are referred to the SENS announcements released by Zeder on 24 June 2016 and 28 July 2016,
     regarding the proposed internalisation of the existing management agreement between Zeder and a wholly-
     owned subsidiary of PSG Group Limited (“PSG”) (“Internalisation”). Detailed information regarding the
     proposed Internalisation appears in the circular to Zeder shareholders dated 28 July 2016(“Circular”).

2.   RESULTS OF THE GENERAL MEETING

     Shareholders are advised that at the General Meeting of Zeder held today, 29 August 2016, in order to
     consider and approve the Internalisation, all of the resolutions set out in the notice of General Meeting
     were passed by the requisite majorities of Zeder shareholders, as set out below:

                       Votes for as a    Votes against     Number of         Number of         Number of
                       percentage of     as a percentage   shares voted at   shares voted as   shares
                       total number of   of total number   the General       a percentage of   abstained as a
                       shares voted      of shares voted   Meeting           votes             percentage of
                       (%)               (%)                                 exercisable (%)   votes
                                                                                               exercisable (%)

     Ordinary           99.66             0.34             499 015 355        50.04             0.11
     Resolution
     Number 1:
     Approval of the
     Acquisition

     Ordinary           99.40             0.60             499 015 355        50.04             0.11
     Resolution
     Number 2:
     Waiver of
     Mandatory Offer

     Ordinary           82.46             17.54            1 024 733 653      67.29             0.07
     Resolution 
     Number 3:
     Adoption of
     Share Incentive
     Scheme

     Special            82.37             17.63            1 025 824 966      67.36             0.00
     Resolution
     Number 1: Issue
     of Shares or
     granting of
     options to
     Directors and
     prescribed
     officers

     Special            99.73             0.27             1 025 824 966      67.36             0.00
     Resolution
     Number 2:
     Approval of
     Share Issue


      Notes:
       -  Any terms appearing in title case in the table above and that are not defined in this announcement,
          shall bear the meanings assigned to them in the Circular and notice of General Meeting.
       -  PSG group companies and their associates were not entitled to vote in respect of Ordinary Resolutions
          Numbers 1 and 2 and were not taken into account for purposes of determining the quorum for Ordinary
          Resolution Number 2.
       -  Had PSG group companies not voted on Special Resolution Number 2, the votes for as a percentage of
          total number of shares voted would have been 99.44%.

     Shareholders are advised that, in light of the approval of Ordinary Resolution Number 2 above, the
     Takeover Regulation Panel (“TRP”) has, in terms of section 119(6) of the Companies Act, No. 71 of 2008
     (“the Act”), waived the need for PSG to make a mandatory offer to the remaining Zeder shareholders under
     section 123 of the Act. Shareholders are advised that they may request the Takeover Special Committee to
     review the TRP’s above ruling within 5 business days of this announcement being released on SENS.

3.   ANTICIPATED TIMING OF INTERNALISATION

     It is anticipated that the final outstanding conditions precedent to the Internalisation will be fulfilled
     during the course of September 2016, following which the Internalisation will be implemented on the basis
     detailed in the Circular. Zeder will keep shareholders apprised of further developments.

     29 August 2016
     Stellenbosch

     Transaction advisor and Sponsor
     PSG Capital Proprietary Limited

Date: 29/08/2016 05:01:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE'). 
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