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ZEDER INVESTMENTS LIMITED - Audited results for the year ended 28 February 2013

Release Date: 08/04/2013 15:30
Code(s): ZED     PDF:  
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Audited results for the year ended 28 February 2013

Zeder Investments Limited
Incorporated in the Republic of South Africa
(Registration number: 2006/019240/06)
JSE share code: ZED
ISIN number: ZAE000088431
("Zeder" or "the Group" or "the Company")


Audited results for the year ended 28 February 2013


Sum-of-the-parts value per share up 26,7% to R3,99

Attributable earnings per share up 52,9% to 52,3 cents

Recurring headline earnings per share down 7,9% to 25,7 cents

Headline earnings per share down 34,5% to 20,1 cents

Dividend per share of 4 cents


OVERVIEW

Zeder is an investor in the broad agribusiness industry with a specific focus on the food and beverage sectors. The value 
of its portfolio at year-end was R3,9bn, of which Agri Voedsel (with its interest of 30,7% in Pioneer Foods) represented 
37,8%. During the year under review, Zeder invested a further R538m, of which the majority relate to the investments in 
Agricol and Chayton Africa.


STRATEGY

Zeder has historically only taken non-controlling strategic stakes in entities.  The acquisition of controlling interests 
in both Agricol and Chayton illustrates Zeders refined strategy to include playing a more active role in determining strategy, 
and to help expand the respective businesses.  


RESULTS

The two key benchmarks which Zeder believes to measure performance by are sum-of-the-parts (SOTP) value per share and 
recurring headline earnings per share.

Sum-of-the-parts

Zeders SOTP value per share, calculated using the quoted market prices for all JSE-listed and over-the-counter (OTC) 
traded investments, and market-related valuations for unquoted, unlisted investments, increased by 26,7% during the year 
to R3,99.  The SOTP value is analysed in the table below:

                                                        2011                      2012                             2013
                                          Interest                       Interest                      Interest
Company                                         (%)           Rm               (%)           Rm              (%)           Rm

Agri Voedsel                                                                 44,7       1 230,4            45,0       1 475,2
Kaap Agri*                                    43,9       1 270,4             33,4         205,5            34,9         343,2
Capevin Holdings                              39,5         691,3             39,8         713,1             5,3         287,6
Capespan                                      22,7          84,7             40,9         293,0            37,1         284,2
Zaad Holdings                                 25,1          27,1             25,1          49,8            92,0         368,9
Chayton Africa                                                                                             73,4         276,9
Suidwes                                       21,8          76,1             23,7          82,7            24,1          90,2
Other                                                      348,8                          541,3                         386,0

Total investments                                        2 498,4                        3 115,8                       3 512,2
Cash and cash equivalents                                  206,0                           77,5                         692,2
Other net liabilities                                      (28,6)                        (108,6)                       (301,1)
SOTP value                                               2 675,8                        3 084,7                       3 903,3
Number of shares in issue (million)                        978,1                          978,1                         978,1
SOTP value per share (rand)                                 2,74                           3,15                          3,99
Net asset value per share (rand)		            2,58		           2,88				 3,36  

* Kaap Agri unbundled from Agri Voedsel (December 2011)


The compounded annual growth of Zeders SOTP value since listing on 1 December 2006 until 28 February 2013, calculated on the 
basis of reinvesting dividends, approximated 17,6%.

Zeders consolidated recurring headline earnings is the sum of its effective interest in that of each of its underlying
investments. The result is that investments which Zeder does not equity account in terms of accounting standards, are included
in the calculation of consolidated recurring headline earnings. This provides management and investors with a more realistic
and simplistic way of evaluating Zeders earnings performance.


                                                                   2011                  2012                  2013
                                                                     Rm                    Rm                    Rm


Recurring headline earnings of subsidiaries                             				       11,1
  Zaad Holdings	                                                        			               32,9          
  Chayton Africa                                                               				      (21,8)          
Recurring headline earnings of associated
companies and equity securities                                   316,8                 323,4                 321,9
  Food and agri                                                   256,5                 265,1                 255,8
  Beverages                                                        60,3                  58,3                  66,1
Net interest and other income and expenses                          1,1                  (2,4)                (23,3)
Management fees and taxation                                      (53,2)                (48,0)                (58,6)
Recurring headline earnings                                       264,7                 273,0                 251,1
Non-recurring headline earnings, net of taxation
  Investments marked-to-market and one-off items                 (79,9)                 26,9                 (54,8)

Headline earnings                                                 184,8                 299,9                 196,3
Non-headline items, net of taxation                                74,3                  34,7                 315,4
Attributable earnings                                             259,1                 334,6                 511,7

Recurring headline earnings per share (cents)                      27,1                  27,9                  25,7
Headline earnings per share (cents)                                18,9                  30,7                  20,1
Attributable earnings per share (cents)                            26,5                  34,2                  52,3
Dividend per share (cents)                                          4,0                   4,0                   4,0



Recurring headline earnings

Recurring headline earnings per share decreased by 7,9% to 25,7 cents mainly due to the initial losses incurred by Chayton,
a start-up business in its development phase, and the funding cost in respect of the debt raised to fund the acquisition of this
investment.

However, should Zeders share of the initial losses incurred by Chayton and the funding cost related to this investment be
excluded, the recurring headline earnings per share would have increased by 6.5% to 29.7 cents.


Headline earnings

Headline earnings per share decreased by 34,5% to 20,1 cents. The decrease in non-recurring headline earnings is mainly the
result of a one-off special dividend received in the prior year, less marked-to-market profits achieved in the year under review,
as well as one-off costs comprising Pioneers B-BBEE share-based payment expense, Distells provision for excise duties and Agri
Voedsels unbundling costs.

Attributable earnings

Attributable earnings per share increased by 52,9% to 52,3 cents as a result of the R315m net non-headline profit, which consists
mainly of the disposal of a 15,1% stake in Capevin Holdings and other corporate actions.


Agri Voedsel (Pioneer Foods)

Agri Voedsel is an unlisted holding company that owns a 30,7% economic interest in the listed Pioneer Foods. During the year under 
review, Zeder largely maintained its 45% share in Agri Voedsel. The year started off with a challenging first half for Pioneer 
Foods, but the business enjoyed a modest recovery during the second half, ending the year with a 6% increase in adjusted headline
earnings per share. In line with its competitors, Pioneer Foods' performance has been constrained by a prolonged high commodity price 
cycle and structural challenges within the poultry industry. Despite the current period of margin compression, Zeder remains 
optimistic about Pioneer in the long run. It is a leading food producer with strong fundamentals, which under new management 
remains well poised to benefit from the growing demand for food and beverages, both in sub-Saharan Africa and select international
markets. 

Pioneers results can be viewed at www.pioneerfoods.co.za.


Capevin Holdings (Distell)

During the year under review, Capevin Holdings (CVH) was independently listed on the JSE as a holding company following a merger
with Capevin Investments, with its core asset being an effective interest of 28,9% in Distell. Since listing, Zeder disposed of 
15,1% of its interest in CVH for R799,8m, and thereby reduced its shareholding to 5,3% (valued at R287,6m at year-end). The listing
of CVH created R208m in value for Zeder shareholders in addition to the increase attributable to the underlying performance of Distell.

Distells results can be viewed at www.distell.co.za.


Kaap Agri

Kaap Agri is a retail services group which supplies a variety of products and services to the agricultural sector and the general 
public. It has 148 operating points throughout South Africa, as well as a growing exposure to the rest of Africa. Kaap Agri produced
satisfactory results with its headline earnings per share having increased by 26% to 148,05 cents per share for the year ended 
30 September 2012. Zeders interest in Kaap Agri was 34,9% at year-end, and has subsequently increased to above 35% through the 
current voluntary, partial offer to shareholders at R13,25 per Kaap Agri share.

Kaap Agris results can be viewed at www.kaapagri.co.za.


Capespan

Capespan continued to deliver satisfactory results. While its underlying performance remains stable, exposure to the European 
markets, normal agricultural risks and labour implications will need to be carefully monitored going forward. However, Zeder remains 
optimistic about Capespans growth potential in both its fruit and logistics divisions, and has increased its interest to 46% since 
year-end.

Further information about Capespan can be viewed at www.capespan.co.za.

 
Zaad Holdings

Zeder is optimistic about the potential that the seed market offers. Zeder has a 92% interest in Zaad Holdings, a company that
owns 100% of Agricol and 49% of Klein Karoo Seed Marketing (KKS).

Agricol is an agricultural and confectionary seed business that has established itself in both the South African and international 
markets for more than 50 years. Their activities include plant breeding, production, international trade, processing and the 
distribution of seed.  

KKS offers complementary services to that of Agricol.

Further information about Agricol and KKS can be viewed at www.agricol.co.za and www.seedmarketing.co.za, respectively.


Chayton Africa

At the reporting date, Zeder had a 73,4% stake in Chayton, a start-up company which acquires, develops and operates 
large-scale commercial farming operations in Zambia. The total irrigated land capacity has already reached 4 100 hectares and 
Chayton remains on track to reach its targets in that country. Although this investment is currently in a development phase and
exposed to additional risk, Zeder is optimistic about the long-term prospects of primary food demand in sub-Saharan Africa.


PSG MANAGEMENT FEE

PSG and Zeder are in the process of preparing a proposal to restructure the management fee payable to PSG. The proposal will be
presented to Zeder shareholders for approval in due course.


PROSPECTS

Zeder believes that its investments are well positioned for further growth.


DIVIDEND

On 8 April 2013, the Company declared a final dividend of 4 cents (2012: 4 cents) per share in respect of the year ended 28 February
2013, which is payable on 6 May 2013. The dividend was calculated in accordance with Zeders policy of paying 100% of free cash flow 
as a final ordinary dividend.

The Company will be utilising STC credits amounting to 4 cents per ordinary share, and as a result there will be no dividend tax 
deducted from this dividend for any Zeder shareholder. The number of ordinary shares in issue at the declaration date is 978 088 517.
The income tax number of the Company is 9406891151.

The salient dates of this dividend distribution are:

Last day to trade cum dividend		Thursday, 25 April 2013
Trading ex dividend commences		Friday, 26 April 2013
Record date				Friday, 3 May 2013
Date of payment				Monday, 6 May 2013

Share certificates may not be dematerialised or rematerialised between Friday, 26 April 2013, and Friday, 3 May 2013, both days
inclusive.

Signed on behalf of the board of directors




Jannie Mouton						        Norman Celliers
Chairman							Chief Executive Officer

8 April 2013

Directors 
JF Mouton** (chairman), N Celliers* (CEO), WL Greeff* (FD), GD Eksteen#, PJ Mouton**, CA Otto#, MS du Pré le Roux#, LP Retief# 
(* executive ** non-executive # independent non-executive)

Secretary and registered office 
PSG Corporate Services (Pty) Ltd, 1st Floor, Ou Kollege, 35 Kerk Street, Stellenbosch, 7600; PO Box 7403, Stellenbosch, 7599 

Transfer secretaries
Computershare Investor Services (Pty) Ltd, 70 Marshall Street, Johannesburg, 2001; PO Box 61051, Marshalltown, 2107 

Sponsor
PSG Capital

Auditor:
PricewaterhouseCoopers Inc.


ABRIDGED GROUP INCOME STATEMENT
for the year ended 28 February 2013
                                                                     Audited       Audited
                                                                      28 Feb        29 Feb
                                                                        2013          2012
                                                                          Rm            Rm


Sale of goods		                                               328,1
Cost of goods sold                                                    (234,4)
Gross profit 				                                93,7             -


Income
Change in fair value of biological assets                               28,7
Investment income                                                       13,1          63,7
Net fair value gains                                                    32,5          51,2
Other operating income                                                   5,5           0,6
Total income                                                            79,8         115,5

Expenses
Management fee (note 2)                                                (58,6)        (48,0)
Marketing, administration and other expenses                          (120,1)         (3,2)
Total expenses                                                        (178,7)        (51,2)

Share of profits of associated companies                               300,2         285,8
Net loss on dilution of interest in associated companies              (155,3)         (7,9)    
Net gain/(loss) on disposal of investment in associated companies      502,9          (0.1)    

Results from operating activities                                      642,6         342,1
Finance costs                                                          (37,2)         (7,2)

Profit before taxation                                                 605,4         334,9
Taxation                                                               (95,9)         (0,3)

Profit for the year                                                    509,5         334,6


Attributable to:
  Owners of the parent                                                 511,7         334,6
  Non-controlling interest                                              (2,2)
                                                                       509,5         334,6


Attributable to owners of the parent                                   511,7         334,6
Non-headline items (note 3)                                           (315,4)        (34,7)
Headline earnings                                                      196,3         299,9


Earnings per share (cents)
  Attributable (basic and diluted)                                      52,3          34,2
  Headline (basic and diluted)                                          20,1          30,7
  Recurring headline (basic and diluted)                                25,7          27,9

Number of shares (million)
  In issue and weighted average                                        978,1         978,1




ABRIDGED GROUP STATEMENT OF COMPREHENSIVE INCOME
for the year ended 28 February 2013
                                                                     Audited       Audited
                                                                      28 Feb        29 Feb
                                                                        2013          2012
                                                                          Rm            Rm


Profit for the year                                                    509,5         334,6
Other comprehensive income for the year                                 44,7          (0,3)
Currency translation adjustments                                        13,4          
Fair value gains on available-for-sale investments                       0,4
Share of other comprehensive income of associated companies             32,3          55,3
Other equity movements of associated companies                          (0,2)        (15,2)
Reversal of other comprehensive income of associated company            (1,2)        (40,4)

Total comprehensive income for the year                                554,2         334,3


Attributable to:
 Owners of the parent                                                  552,6         334,3
 Non-controlling interest                                                1,6
                                                                       554,2         334,3


ABRIDGED GROUP STATEMENT OF FINANCIAL POSITION
at 28 February 2013
                                                                     Audited       Audited
                                                                      28 Feb        29 Feb
                                                                        2013          2012
                                                                          Rm            Rm


Assets

Non-current assets                                                   2 838,5       2 850,7
Property, plant and equipment                                          381,8
Intangible assets                                                      158,9
Investment in associated companies                                   2 126,5       2 567,1
Loans to and preference share investments in associated companies       54,5          66,1
Equity securities                                                      100,5         217,5
Loans and advances                                                      16,3

Current assets                                                       1 059,2         132,0
Biological assets                                                       31,3
Inventories                                                            174,6
Trade and other receivables                                            100,7          54,5
Cash and cash equivalents                                              752,6          77,5
Non-current assets held for sale                                       287,7

Total assets                                                         4 185,4       2 982,7


Equity and liabilities

Equity attributable to owners of the parent                          3 283,5       2 817,0
Non-controlling interest                                               109,1
Total equity                                                         3 392,6       2 817,0

Non-current liabilities                                                544,8         132,6
Deferred income tax                                                     53,9           2,6
Borrowings                                                             445,2         130,0
Derivative financial instrument                                         45,7

Current liabilities                                                    248,0          33,1
Borrowings                                                              60,0           0,7
Trade and other payables                                               187,5          32,4
Current income tax payable                                               0,5

Total liabilities                                                      792,8         165,7

Total equity and liabilities                                         4 185,4       2 982,7


Net asset asset value per share (cents)                                335,7         288,0
Tangible net asset asset value per share (cents)                       319,5         288,0


             

ABRIDGED GROUP STATEMENT OF CHANGES IN EQUITY
for the year ended 28 February 2013
                                                                     Audited       Audited
                                                                      28 Feb        29 Feb
                                                                        2013          2012
                                                                          Rm            Rm


Ordinary shareholders' equity at beginning of year                   2 817,0       2 521,8
Total comprehensive income for the year                                552,6         334,3
Transactions with owners                                               (47,0)
Dividend paid                                                          (39,1)        (39,1)
Ordinary shareholders' equity at end of year                         3 283,5       2 817,0
Non-controlling interest                                               109,1             -
Non-controlling interest at beginning of the period
Transactions with non-controlling interest                             107,5
Total comprehensive income for the year                                  1,6

Total equity                                                         3 392,6       2 817,0





ABRIDGED GROUP STATEMENT OF CASH FLOWS
for the year ended 28 February 2013
                                                                     Audited       Audited
                                                                      28 Feb        29 Feb
                                                                        2013          2012
                                                                          Rm            Rm


Net cash flow from operating activities                                 44,8          21,3
Net cash flow from investment activities                               386,3        (240,7)
Net cash flow from financing activities                                242,7          90,9
Net increase/(decrease) in cash and cash equivalents                   673,8        (128,5)
Exchange gains on cash and cash equivalents                              1,3
Cash and cash equivalents at beginning of period                        77,5         206,0
Cash and cash equivalents at end of period                             752,6          77,5


NOTES TO THE ABRIDGED GROUP FINANCIAL STATEMENTS


1. Basis of presentation and accounting policies

   The abridged Group financial statements have been prepared in accordance with the recognition and 
   measurement principles of International Financial Reporting Standards ("IFRS"), including IAS 34 
   ­ Interim Financial Reporting; the SAICA Financial Reporting Guides, as issued by the Accounting 
   Practices Committee; the Financial Reporting Pronouncements as issued by the Financial Reporting 
   Standards Council; the requirements of the South African Companies Act of 2008, as amended; and the 
   Listings Requirements of the JSE Ltd. The accounting policies applied in the preparation of these 
   abridged Group financial statements are consistent with those used in the previous financial year, 
   and no new accounting standards, interpretations or amendments to IFRS were relevant to the Group's 
   operations. 

   The abridged Group financial statements for the year ended 28 February 2013 for the first time 
   include the consolidated results of Chayton Africa ("Chayton") and Agricol Holdings Ltd ("Zaad Holdings"), 
   the subsidiary companies in which Zeder acquired controlling interests during the year under review 
   (refer to note 6).


2. Management fee

   A management fee is payable to PSG Group Ltd ("PSG Group"), Zeder's ultimate holding company, in terms
   of a management agreement. In accordance with the management agreement, PSG Group provides all investment, 
   administrative, advisory, financial and corporate services to the Zeder group of companies.

   Management fees payable consist of a base fee and a performance fee element. The base fee is calculated 
   at 2% p.a. (exclusive of VAT) on the net asset value of the Group (excluding cash) at the end of every 
   month and 0.15% p.a. (exclusive of VAT) on the daily average cash balances. The base fee is accrued 
   at the end of every month. The performance fee is calculated on the last day of the financial year 
   at 10% p.a. on the outperformance of the Group's equity portfolio above the equally weighted FTSE-JSE 
   Beverage Total Return Index (TRI041) and the FTSE-JSE Food Producers Total Return Index (TRI043) over 
   any financial year. No performance fee was payable for the current or prior year.

   Apart from the aforementioned management fee, no other related party transactions material to an 
   understanding of these financial results, were entered into.


3. Non-headline items
 
                                                                          Audited      Audited
                                                                           28 Feb       29 Feb
                                                                             2013         2012
                                                                               Rm           Rm
   Net of taxation and non-controlling interest

   Net loss on dilution of interest in associated companies                 155,3          7,9
   Non-headline items of associated companies                               (42,8)       (43,3)
   Net (gain)/loss on disposal of investments in associated companies      (502,9)         0,1
   Fair value adjustment on step-up acquisition of a subsidiary             (22,0)           
   Fair value adjustment on non-current asset held for sale                   7,3            
   Net profit on sale of property, plant and equipment                       (1,8)           
   Taxation effect of non-headline items				     91,3          0.6
   Non-controlling interest         					      0.2          
   Net non-headline profit                                                 (315,4)       (34,7)


4. Commitments

   In terms of a subscription agreement, the Group has a capital commitment to invest a further amount of 
   approximately R116m in Chayton for the purposes of expanding its operations.


   The Group acquired an option in terms whereof it may, during an agreed option period, elect to purchase the 
   remaining shareholding in Klein Karoo Seed Marketing (Pty) Ltd, with a reciprocal put in favour of the current 
   shareholder. Any exercise of the option is subject to approval from the relevant competition authorities. The 
   main business activities of Klein Karoo Seed Marketing and its subsidiaries are the handling, value-adding, 
   processing and marketing of seed and seed-related products.


5. Segmental reporting
   
   Following the Group's acquisition of controlling interests during the year, the Group is organised into four 
   reportable segments namely Zaad Holdings (sole shareholder of Agricol (Pty) Ltd),  Chayton, food and agri,
   and beverages. Zaad Holdings and Chayton are subsidiaries, while food and agri and beverages comprise 
   investments in associated companies and equity securities.  The subsidiary segments operates mainly in the
   Republic of South Africa, Mauritius and Zambia, whereas the other segments operate mainly in the Republic 
   of South Africa.  

   Recurring headline earnings is calculated on a see-through basis. Zeder's recurring headline earnings is 
   the sum of its effective interest in that of each of its underlying investments. The result is that 
   investments which Zeder do not equity account or consolidate in terms of accounting standards, are included
   in the calculation of recurring headline earnings.

   Non-recurring headline earnings include equity securities' see-through recurring headline earnings and the 
   related net fair value gains/losses and investment income (as recognised in the income statement). Associated 
   companies' and subsidiaries' one-off gains/losses are excluded from recurring headline earnings and included 
   in non-recurring headline earnings.

   Segmental income comprises revenue from sale of goods, change in fair value of biological assets, investment
   income, net fair value gains, share of profits of associated companies, net loss on dilution of interest 
   in associated companies and net gain/loss on disposal of investment in associated companies, as per the 
   income statement.

ABRIDGED GROUP SEGMENTAL REPORT
for the year ended 28 February 2013


                                                                     Audited       Audited
                                                                      28 Feb        29 Feb
                                                                        2013          2012
                                                                          Rm            Rm


Recurring headline earnings of subsidiaries                             11,1             -
 Zaad Holdings	                                                        32,9          
 Chayton                                                               (21,8)          
Recurring headline earnings of associated companies
and equity securities                                                  321,9         323,4
 Food and agri                                                         255,8         265,1
 Beverages                                                              66,1          58,3
Net interest and other income and expenses                             (23,3)         (2,4)
Management fees and taxation                                           (58,6)        (48,0)
Recurring headline earnings                                            251,1         273,0
Non-recurring headline earnings, net of taxation                       (54,8)         26,9
 Recurring earnings adjustment (food and agri)                          (8,6)         48,6
 One-off items
   Pioneer Foods/Competition Commission settlement impact                            (20,6)
   Pioneer Foods B-BBEE charge                                         (22,2)
   Distell excise duty charge                                          (12,6)
   Agri Voedsel unbundling costs                                        (6,1)
   Other                                                                (5,3)         (1,1)

Headline earnings                                                      196,3         299,9
Non-headline items (note 3)                                            315,4          34,7
Attributable earnings                                                  511,7         334,6


Segmental income analysis:

 Subsidiaries - Zaad Holdings                                          266,7             -
   Revenue from sale of goods                                          264,7
   Investment income                                                     1,9
   Net fair value gains                                                  0,1
 Subsidiaries - Chayton		                                        92,4             -
   Revenue from sale of goods                                           63,4
   Change in fair value of biological assets                            28,7
   Investment income                                                     0,3
 Associated companies and equity securities - food and agri            291,5         338,2
   Investment income                                                     5,8          59,9
   Net fair value gains                                                 39,7          51,2
   Share of profits of associated companies                            247,9         227,2
   Gain on dilution of interest in associated company                    2,0          
   Loss on disposal of investment in associated company                 (3,9)         (0,1)
 Associated companies and equity securities - beverages                394,5          58,6
   Net fair value gains                                                 (7,3)
   Share of profits of associated companies                             52,3          58,6
   Loss on dilution of interest in associated company                 (157,3)
   Gain on disposal of investment in associated company                506,8
 Unallocated income
   Investment income                                                     5,1           3,8

Segmental income		                                     1 050,2         400,6



Sum-of-the-parts segmental analysis:

Sum-of-the-parts of subsidiaries				       645.8             -
   Zaad Holdings                                                       368,9          
   Chayton                                                             276,9          
Sum-of-the parts of associated companies and equity securities	      2866,4        3115,8
   Food and agri				                      2578,8        2402,7
   Beverages   					                       287,6         713,1
Cash and cash equivalents					       692,2	      77,5
Other net liabilities						      (301,1)	    (108,6)
SOTP value							     3 903,3	   3 084,7


6. Business combinations

   Agricol

   On 28 March 2012, the Group acquired the remaining 74,9% of the issued share capital in Agricol. Agricol is
   incorporated in the Republic of South Africa and its activities include plant breeding, production, international 
   trade, processing and distribution of seed. In July 2012, the Group sold 8% of its stake in Agricol to a 
   non-controlling shareholder, leaving the Group with a 92% interest at the reporting date.

   Chayton

   At the reporting date, Zeder held a 73,4% interest in Chayton, a company incorporated in Mauritius, with farming
   operations in Zambia. 

   Somawhe Estates Ltd ("Somawhe")

   On 31 July 2012, Zeder, through its subsidiary Chayton, acquired 100% of the issued share capital in Somawhe, a
   company incorporated in Zambia, with farming operations there.

   The summarised assets, liabilities, consideration and goodwill resulting from these acquisitions are as follows:

                                                                     Agricol     Chayton     Somawhe          Total
   GROUP                                                                  Rm          Rm          Rm             Rm


   Property, plant and equipment                                       (38,9)     (129,0)     (177,2)        (345,1)
   Biological assets                                                               (14,0)      (55,0)         (69,0)
   Intangible assets                                                   (21,5)       (0,7)                     (22,2)
   Equity securities                                                    (2,4)                                  (2,4)
   Inventories                                                         (79,2)       (3,8)      (10,8)         (93,8)
   Trade and other receivables                                         (61,4)       (3,8)       (5,1)         (70,3)
   Cash and cash equivalents                                           (31,3)       (9,9)       (9,8)         (51,0)
   Deferred income tax liabilities                                       8,5         1,3        16,8           26,6
   Borrowings                                                                      146,3        18,0          164,3
   Current income tax liabilities                                       19,7                     1,1           20,8
   Trade and other payables                                             57,4        18,1         6,6           82,1

   Total identifiable net (assets)/liabilities                        (149,1)        4,5      (215,4)        (360,0)
   Previously held investment in Agricol at fair value                  50,4                                   50,4
   Goodwill                                                            (51,7)      (28,1)      (59,2)        (139,0)

   Total consideration                                                (150,4)      (23,6)     (274,6)        (448,6)

   Cash consideration paid                                            (150,4)      (23,6)     (274,6)        (448,6)
   Cash and cash equivalents acquired                                   31,3         9,9         9,8           51,0

   Cash outflow through business combinations                         (119,1)      (13,7)     (264,8)        (397,6)


   Goodwill recognised from the business combinations can be attributed to the employee corps and geographical footprint
   of the respective businesses, as well as expected synergies and growth potential. Acquisition costs of R6,1m were 
   incurred with the above business combinations, which are included in marketing, administration and other expenses.


7. Events after the reporting period

   The Group acquired an additional 8,7% interest in the Capespan Group Ltd, to increase its interest in same to
   approximately 46%. This is in line with the Group's refined strategy.

   On 8 April 2013, the Company declared a final dividend of 4 cents per share in respect of the year ended 28 February
   2013, which is payable on 6 May 2013. The dividend was calculated in accordance with Zeder's policy of paying 100% of 
   free cash flow as a final ordinary dividend.


8. Audited abridged financial statements

   These abridged Group financial statements were compiled under the supervision of Zeder's financial director, 
   Mr WL Greeff, CA(SA), and were audited in terms of the Companies Act of South Africa by PricewaterhouseCoopers Inc. 
   A copy of their unqualified audit opinion is available from the Company's registered office.




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