ZEDER INVESTMENTS LIMITED - Acquisition Of Shareholding In Capespan Group Limited And Cautionary Announcement

Acquisition Of Shareholding In Capespan Group Limited And Cautionary Announcement

  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”)

  ACQUISITION OF SHAREHOLDING IN CAPESPAN GROUP LIMITED AND
  CAUTIONARY ANNOUNCEMENT

1. INTRODUCTION

  Shareholders are hereby advised that Zeder, acting
  through its wholly owned subsidiary, Zeder Financial
  Services Limited, has reached agreement with Total
  Produce plc (“Total Produce”) on 16 April 2013 (“the
  Agreement”), to acquire the entire shareholding held by
  Total Produce in Capespan Group Limited (“Capespan”)
  (“the Acquisition”).

  Following the aforementioned Acquisition, Zeder will hold
  226 806 385 ordinary shares in Capespan, equating to
  approximately 71.1% of the Capespan’s total issued
  ordinary share capital net of treasury shares.

2. THE BUSINESS OF CAPESPAN

  Capespan is a global fruit procurement company and is
  South Africa’s biggest fruit exporter. It invests in and
  manages a portfolio of companies offering a range of
  quality products,   value-added   products   and   related
  services in fresh produce and logistics internationally.

3. RATIONALE FOR THE ACQUISITION

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

  The Acquisition allows Zeder to grow its holdings in line
  with the aforementioned strategy.

4. CLASSIFICATION OF THE TRANSACTION
  The Acquisition is classified as a category 2 transaction
  in terms of the Listings Requirements of the JSE Limited.

5. DETAILS OF THE ACQUISITION

  5.1. Purchase consideration

       The purchase consideration is in the amount of R258
       million to be paid in cash by Zeder by Tuesday, 23
       April 2013 against delivery of transfer documents.

  5.2. Effective Date

       The effective date of the transfer of the Capespan
       shares in terms of the Acquisition will be five
       business days after the date of the Agreement, being
       Tuesday, 23 April 2013.

  5.3. Conditions Precedent

       The Acquisition is not subject to any conditions
       precedent.

6. PRO FORMA FINANCIAL EFFECTS OF THE ACQUISITION

  As a result of the simultaneous release of the
  Acquisition announcement details by Zeder and Total
  Produce, the pro forma financial effects in relation to
  the Acquisition is still in the process of being
  finalised and is expected to be published during the
  course of today to Zeder shareholders.

7. CAUTIONARY ANNOUNCEMENT

  Shareholders are hereby advised to exercise caution when
  dealing in the Company’s securities until an announcement
  regarding the pro forma financial effects in relation to
  the Acquisition is made, which is expected during the
  course of today.

Stellenbosch
17 April 2013

Sponsor and Corporate Adviser
PSG Capital

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