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ZED - Zeder Investments Limited - Announcement regarding transaction whereby
Zeder will obtain a controlling interest in Agricol Holdings 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 TRANSACTION WHEREBY ZEDER WILL OBTAIN A CONTROLLING
INTEREST IN AGRICOL HOLDINGS LIMITED ("Agricol")
1 INTRODUCTION
Zeder shareholders are hereby advised that Zeder has entered into an
agreement ("the agreement") with Agricol and its existing majority
shareholder, Agrico Machinery (Proprietary) Limited, whereby Zeder will
effectively increase its interest in Agricol from the current 25,1% to 91%
("the transaction"). In terms of the agreement, an offer on similar terms
will be extended to Agricol`s other 9% minority shareholders with a view to
Zeder acquiring their shareholding in Agricol.
The agreement was entered into on Tuesday, 29 November 2011, and the
effective date, which is subject to the conditions precedent below, is
expected to be on or about 29 February 2012.
2 BACKGROUND INFORMATION
Agricol is a seed distribution company with a national presence through an
extended network of branches and agents throughout South Africa. Agricol`s
activities include plant breeding, production, international trade,
processing and distribution of seed.
3 ZEDER`S RATIONALE FOR THE TRANSACTION
Zeder has been an investor in Agricol for a number of years and remains
optimistic over its activities and the industry in which it operates.
4 CONSIDERATION
The consideration payable by Zeder in terms of the transaction amounts to
R130,7 million.
The consideration will be paid in cash following fulfillment of all
conditions precedent.
5 CONDITIONS PRECEDENT, MATERIAL TERMS
The transaction is subject to the relevant board approval, Agricol
shareholder approval and the approval of the Competition Authorities being
obtained.
In terms of the agreement, Agrico Machinery (Proprietary) Limited has
provided certain warranties/undertakings to Zeder inter alia in respect of
the business of Agricol.
6 PRO FORMA FINANCIAL EFFECTS
The pro forma financial effects of obtaining a controlling interest in
Agricol are presented for illustrative purposes only and because of their
nature may not give a fair reflection of Zeders` financial position after
the transaction.
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
transaction, based on Zeder`s unaudited interim results for the six month
period ended 31 August 2011.
Unaudited Unaudited Change
before the after the (%)
transaction transaction
(cents) (cents)
Attributable earnings per share 8,6 8,5 (1,2%)
(basic and diluted)
Headline earnings per share (basic 8,8 8,8 -
and diluted)
Recurring headline earnings per 13,1 13,3 1,5%
share
Net asset value per share 261,5 261,5 -
Net tangible asset value per share 261,5 255,4 (2,3%)
Number of shares in issue 978,1 978,1 -
(million)
Weighted average number of shares 978,1 978,1 -
in issue (million)
Notes:
1 The attributable earnings per share, headline earnings per share and
recurring headline earnings per share figures in the "Unaudited after
the transaction" column have been calculated on the basis that the
acquisition was effected on 1 March 2011.
2 The net asset value per share and net tangible asset value per share
figures in the "Unaudited after the transaction" column have been
calculated on the basis that the acquisition was effected on 31 August
2011.
3 The applicable taxation rate is assumed to be 28%.
4 The attributable earnings per share, headline earnings per share and
recurring headline earnings per share figures are calculated based on
the weighted average number of shares in issue at 31 August 2011.
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 2011.
6 The pro forma financial effects have been prepared on the assumption
that the consideration is paid in cash, and the total purchase
consideration being R130,7 million.
7 The consideration has been assumed to previously have yielded interest
income at Zeder`s average return on cash and cash equivalents.
7 CLASSIFICATION OF THE TRANSACTION
The transaction constitutes a Category 2 transaction in terms of the Listings
Requirements of the JSE Limited.
Stellenbosch
1 December 2011
Sponsor
PSG Capital
Date: 01/12/2011 17:15:02 Supplied by www.sharenet.co.za
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