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Transaction update announcement: disposal by Zeder of Zaad
ZEDER INVESTMENTS LIMITED
(Incorporated in the Republic of South Africa)
Registration number: 2006/019240/06
Share code: ZED
ISIN: ZAE000088431
LEI code: 37890022AF5FD117D649
Main Board – General Segment
("Zeder" or "the Company")
TRANSACTION UPDATE ANNOUNCEMENT: DISPOSAL BY ZEDER OF ZAAD
All capitalised terms used but not defined in this announcement shall bear the meanings ascribed
to them in the Circular.
1. INTRODUCTION
1.1. Zeder shareholders (“Shareholders”) are referred to the circular distributed to
Shareholders on 31 March 2026 relating to the Disposal of Zaad (“Circular”), and the
announcement released on 27 May 2026 detailing the progress on the various conditions
precedent (“Initial Conditions Precedent Update Announcement”).
1.2. The purpose of this announcement is to provide Shareholders with a further update on
the progress on the various conditions precedent.
2. STATUS OF THE CONDITIONS PRECEDENT
2.1. As at the date of this announcement, the status of the various Conditions Precedent set
out in paragraph 4.2.1 of the Circular are set out below.
2.2. Conditions precedent 4.2.1.1, 4.2.1.5 and 4.2.1.6 were fulfilled, as reported in the Initial
Conditions Precedent Update Announcement.
2.3. Conditions precedent fulfilled since the Initial Conditions Precedent Update
Announcement:
2.3.1. Paragraph 4.2.1.2: all the Competition Authority/ies have approved the Disposal
unconditionally;
2.3.2. Paragraph 4.2.1.7: the written parent company guarantee has been provided by the
Company to and in favour of the Purchasers guaranteeing the obligations of Zeder
Financial Services in terms of the Sale Agreement and the EA Seed Transaction.
2.4. Remaining Conditions Precedent set out in paragraph 4.2.1 of the Circular, on which
the Disposal remains subject to, are:
2.4.1. Paragraph 4.2.1.3: "all regulatory approvals and/or third-party approvals, consents,
waivers and notifications legally necessary for the implementation of the Disposal
(other than the approval by the Competition Authority/ies as contemplated above and
the issuance of the compliance certificate in terms of section 121(b) of the Companies
Act by the Takeover Panel, but including the requisite South African Reserve Bank
approvals and the approval of the relevant lenders of Zaad) have been obtained or
made, as the case may be.” Some approvals remain outstanding, most notably the
requisite approval from the South African Reserve Bank.
2.4.2. Paragraph 4.2.1.4: “the Restructure has been implemented in accordance with its
terms.” The relevant Restructuring documents have been prepared and are in near
final form. Once the Restructuring documents are signed, the implementation will
follow.
2.4.3. Paragraph 4.2.1.8: “the EA Seed Transaction has been concluded and has become
unconditional in accordance with its terms.” The EA Seed Transaction agreement has
been concluded and the transaction becoming unconditional in accordance with its
terms is being finalised with the closing steps being addressed currently.
2.5. A further update will be provided in due course. We continue to believe the transaction
will be completed on/before the Longstop Date of 30 November 2026.
3. RESPONSIBILITY STATEMENTS
3.1. The Independent Board individually and collectively accepts full responsibility for the
accuracy of the information contained in this announcement. In addition, the Independent
Board certifies that to the best of its knowledge and belief, the information contained in
this announcement solely pertaining to the Company is true and, where appropriate,
does not omit anything that is likely to affect the importance of the information contained
herein, and that all reasonable enquiries to ascertain such information have been made.
3.2. The Zeder Board (excluding the members of the Independent Board) (“Board”)
individually and collectively accepts full responsibility for the accuracy of the information
contained in this announcement. In addition, the Board certifies that to the best of its
knowledge and belief, the information contained in this announcement solely pertaining
to the Company is true and, where appropriate, does not omit anything that is likely to
affect the importance of the information contained herein, and that all reasonable
enquiries to ascertain such information have been made.
3.3. Each Purchaser accepts full responsibility for the accuracy of the information contained
in this announcement insofar as it relates to it. In addition, each Purchaser certifies that,
to the best of its knowledge and belief, the information contained in this announcement
solely pertaining to it is true and, where appropriate, does not omit anything that is likely
to affect the importance of the information contained herein, and that all reasonable
enquiries to ascertain such information have been made.
Stellenbosch
12 October 2026
Transaction Advisor and Sponsor
PSG Capital
Date: 12/10/2026 03:00:00
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