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ZED - Zeder Investments Limited - Announcement regarding the disposal of Zeder`s shareholding in KWV Holdings Limited to Hosken Consolidated Investments Limited Zeder Investments Limited Incorporated in the Republic of South Africa (Registration number: 2006/019240/06) Share code: ZED ISIN: ZAE000088431 ("Zeder" or "the company") ANNOUNCEMENT REGARDING THE DISPOSAL OF ZEDER`S SHAREHOLDING IN KWV HOLDINGS LIMITED ("KWV Holdings") TO HOSKEN CONSOLIDATED INVESTMENTS LIMITED ("HCI") 1. INTRODUCTION Zeder shareholders are hereby advised that the board of directors of Zeder has accepted an offer from HCI for the disposal of 21 788 844 issued ordinary shares of KWV Holdings held by Zeder, constituting 31.8% of the issued ordinary shares of KWV Holdings at the effective date ("the disposal"). 2. BACKGROUND INFORMATION KWV Holdings is a commercial business focusing primarily on the wine and brandy industry, both locally and abroad. The primary activities of KWV Holdings are as follows: 2.1 the purchase of grapes and wine; distilling wine for processing and maturation; selling products in the form of wine, brandy and other distillates; 2.2 the sale, marketing and distribution of branded wine and brandy products; and 2.3 the making and managing of investments in associated businesses. 3. ZEDER` RATIONALE FOR THE PROPOSED TRANSACTION Zeder considered the HCI offer and the Zeder board is of the opinion that such a cash offer for its stake in KWV Holdings represents a fair offer and return on investment to Zeder. 4. PURCHASE CONSIDERATION The purchase consideration payable by HCI to Zeder is R11.80 per KWV Holdings share disposed by Zeder in terms of the disposal transaction. The purchase consideration for the disposal of 21 788 844 issued ordinary shares of KWV Holdings held by Zeder will be settled in cash by HCI today. 5. EFFECTIVE DATE The effective date for the disposal of Zeder`s shareholding in KWV Holdings is Monday, 7 February 2011. 6. CONDITIONS PRECEDENT The disposal to HCI is not subject to any conditions precedent and will be full and final upon receipt of the purchase consideration from HCI. 7. PRO FORMA FINANCIAL EFFECTS The pro forma financial effects of the disposal of KWV Holdings are presented for illustrative purposes only and because of their nature may not give a fair reflection of Zeders` financial position after the disposal. The directors of Zeder are responsible for the preparation of the unaudited pro forma financial information. Set out below are the unaudited pro forma financial effects of the disposal, based on the unaudited interim results for the six month period ended 31 August 2010 for Zeder. Unaudited Unaudited Change
before the after the (%) disposal disposal (cents) (cents)
Attributable earnings per share 9.9 16.6 67.7% (basic and diluted) Headline earnings per share (basic 9.3 8.8 (5.4%) and diluted) Recurring headline earnings per 12.7 12.5 (1.6%) share Net asset value per share 238.3 245.3 2.9% Net tangible asset value per share 238.3 245.3 2.9% Number of shares in issue (million) 978.1 978.1 - Weighted average number of shares in 978.1 978.1 - issue (million) Notes: 1. The attributable earnings per share, headline earnings per share and recurring earnings per share figures in the "Unaudited after the disposal" column have been calculated on the basis that the disposal was effected on 1 March 2010. 2. The net asset value per share and net tangible asset value per share figures in the "Unaudited after the disposal" column have been calculated on the basis that the disposal was effected on 31 August 2010. 3. The applicable taxation rate is assumed to be 28%. 4. The attributable earnings per share, headline earnings per share and recurring earnings per share figures are calculated based on the weighted average number of shares in issue at 31 August 2010. 5. The net asset value per share and net tangible asset value per share figures are calculated based on the number of shares in issue at 31 August 2010. 6. The pro forma financial effects have been prepared on the assumption that the disposal of the 21 788 844 KWV Holdings shares at a purchase consideration of R11.80 per KWV Holdings share is paid in cash, and the total purchase consideration being R257 108 359. 7. The proceeds of the disposal have been assumed to have been utilised for the repayment of borrowings and the remainder invested in cash and cash equivalents at Zeder`s average marginal return on excess funding. 8. CLASSIFICATION OF THE TRANSACTION The disposal constitutes a Category 2 transaction in terms of the Listings Requirements of the JSE Limited ("JSE"). Stellenbosch 7 February 2011 Sponsor PSG Capital Date: 07/02/2011 13:49:03 Supplied by www.sharenet.co.za Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited (`JSE`). The JSE does not, whether expressly, tacitly or implicitly, represent, warrant or in any way guarantee the truth, accuracy or completeness of the information published on SENS. The JSE, their officers, employees and agents accept no liability for (or in respect of) any direct, indirect, incidental or consequential loss or damage of any kind or nature, howsoever arising, from the use of SENS or the use of, or reliance on, information disseminated through SENS.
