ZEDER INVESTMENTS LIMITED - Proposed Agri Voedsel Limited scheme of arrangement

Proposed Agri Voedsel Limited scheme of arrangement

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

PROPOSED AGRI VOEDSEL LIMITED SCHEME OF ARRANGEMENT

1. Shareholders are advised that Zeder has proposed a scheme of
   arrangement in terms of section 114 of the Companies Act,
   2008 to the Agri Voedsel Limited (“AVL”) board of directors,
   involving the acquisition by Zeder of all ordinary shares in
   AVL, not already held by Zeder (“the Scheme”), with the
   effect that AVL will thereafter be a wholly-owned subsidiary
   of Zeder.

2. In the event that the Scheme becomes unconditional, the AVL
   board proposes the Scheme to its shareholders and the Scheme
   is implemented, Zeder will issue to AVL shareholders a
   scheme consideration of 16.2 (sixteen point two) listed
   Zeder shares for every 1 (one) unlisted AVL share disposed
   of in terms of the Scheme, rounded to the nearest whole
   number (“the Scheme Consideration”). The see-through value
   of AVL (approximately R99 per AVL share) and the see-through
   value of Zeder (approximately R6.11 per Zeder share) have
   been used to calculate same. The Scheme Consideration will
   not have a cash alternative.

3. Shareholders should note that this announcement is not a
   firm intention offer announcement. Following the fulfilment
   of certain preconditions to the offer, a formal detailed
   firm intention offer announcement will be made by Zeder and
   by AVL to their shareholders (“Firm Intention Offer
   Announcement”).

4. The Scheme will be subject to various conditions precedent,
   including, but not limited to, the requisite approvals being
   obtained from AVL shareholders and from Zeder shareholders.
   In this regard, numerous AVL and Zeder shareholders have
   already provided firm commitments to vote in favour of
   and/or accept the transaction.

5. The implementation of the Scheme will amount to a category 1
   acquisition by Zeder in terms of the Listings Requirements
   of the JSE Limited (“JSE”).

6. The full terms of the Scheme will be announced in due course
   in the anticipated Firm Intention Offer Announcement.

7. Shareholders are referred to the Company’s cautionary
   announcement on 18 June 2014. Shareholders are advised
   that, whereas the proposed Scheme is still being considered
   by the AVL board of directors, shareholders should continue
   exercising caution when dealing in the Company’s securities
   until the Firm Intention Offer Announcement is made.


Stellenbosch
20 June 2014

PSG Capital: Transaction adviser and sponsor to Zeder




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