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Acquisition Of Shareholding In Capespan Group Limited And Withdrawal Of 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
WITHDRAWAL OF CAUTIONARY ANNOUNCEMENT
1. INTRODUCTION
Shareholders are hereby referred to the announcement
released earlier today, 17 April 2013 (“the Acquisition
Announcement”), on SENS relating to the agreement reached
by Zeder, acting through its wholly-owned subsidiary,
Zeder Financial Services Limited, with Total Produce plc
(“Total Produce”) on 16 April 2013, to acquire the entire
shareholding held by Total Produce in Capespan Group
Limited (“Capespan”) (“the Acquisition”), resulting in
Zeder’s shareholding in Capespan increasing to
approximately 71.1% of Capespan’s total issued ordinary
share capital, net of treasury shares.
In accordance with the Acquisition Announcement, the
outstanding pro forma financial effects of the
Acquisition are disclosed below.
2. PRO FORMA FINANCIAL EFFECTS OF THE ACQUISITION
The pro forma financial effects of the Acquisition are
presented for illustrative purposes only and because of
their nature may not give a fair reflection of Zeder’s
financial position nor of the effect on future earnings
after the Acquisition.
Set out below are the unaudited pro forma financial
effects of the Acquisition, based on Zeder’s audited
results for the year ended 28 February 2013. The
directors of Zeder are responsible for the preparation of
the unaudited pro forma financial effects.
Audited
results
for the
year
ended Pro forma
For the year ended
February after the
28 February 2013
(per Zeder Investments 2013 Acquisition
ordinary share) (cents) (cents) Change(%)
Attributable earnings per
share (1)(3)(5)(6)(7)(8)(9)
(10)(11) 52.3 58.0 10.9%
Headline earnings per share
(1)(3)(5)(6)(8)(9)(10)(11) 20.1 20.1 0.0%
Recurring headline earnings
per share (1)(3)(5)(6)(8)(9)
(10)(11) 25.7 26.1 1.6%
Net asset value per share
(2)(4)(6)(7)(12) 335.7 340.0 1.3%
Tangible net asset value per
share (2)(4)(6)(7) 319.5 318.0 (0.5%)
Notes and assumptions:
The audited financial information for the year ended 28
February 2013 has been extracted from the published
results announcement of Zeder.
All the adjustments for the Acquisition will have a
continuing effect, except for the transaction costs
(refer note 11) and the fair value gain (refer note 7).
1. The attributable earnings per share, headline
earnings per share and recurring headline earnings
per share figures in the "Pro forma after the
Acquisition" column have been calculated on the
basis that the Acquisition was effected on 1 March
2012.
2. The net asset value per share and tangible net asset
value per share figures in the "Pro forma after the
Acquisition" column have been calculated on the
basis that the Acquisition was effected on 28
February 2013.
3. The attributable earnings per share, headline
earnings per share and recurring headline earnings
per share figures have been calculated using a
weighted average number of shares in issue of 978
088 517 for the year ended 28 February 2013.
4. The net asset value per share and tangible net asset
value per share calculations have been based on 978
088 517 shares in issue as at 28 February 2013.
5. The taxation rate applicable is 28%.
6. The classification of the investment has changed
from an associate to a subsidiary following the
Acquisition.
7. Following the aforementioned reclassification of the
investment in Capespan (refer note 6), a non-
headline fair value gain of R42,4m on the step-up
acquisition is recognised. This gain is based on a
fair value for Zeder's pre-acquisition non-
controlling interest, approximating Capespan's over-
the-counter traded price.
8. Zeder's additional share of Capespan's attributable
earnings, headline earnings and recurring headline
earnings for the year is R35,4m, R22,1m and R25,1m,
respectively.
9. Assuming the purchase consideration is funded
through increased borrowings, additional finance
costs of R20,9m will be incurred. The finance costs
are calculated at a rate of 8.11% nominal annual
compounded monthly, being the rate of Zeder's
redeemable preference share borrowings at 28
February 2013.
10. Zeder will receive additional interest income after
tax of R0,2m, resulting from the increased dividend
income following the Acquisition.
11. Transaction costs of R1m relating to the Acquisition
is expensed.
12. Capespan's existing intangible assets, as well as
goodwill recognised from the Acquisition, amounts to
R57m.
3. WITHDRAWAL OF CAUTIONARY ANNOUNCEMENT
Shareholders are referred to the cautionary announcement
included in the Acquisition Announcement and are advised
that since the pro forma financial effects relating to
the Acquisition have been disclosed in this announcement,
caution is no longer required to be exercised by
shareholders when dealing in the Company’s securities.
Stellenbosch
17 April 2013
Sponsor and Corporate Adviser
PSG Capital
Date: 17/04/2013 04:22:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE').
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