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ZEDER INVESTMENTS LIMITED - Summary unaudited interim results for the six months ended 31 August 2013

Release Date: 07/10/2013 14:08
Code(s): ZED     PDF:  
Wrap Text
Summary unaudited interim results for the six months ended 31 August 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")

Summary unaudited interim results for the six months ended 31 August 2013

See-through SOTP value per share increased by 8,7% to R4,73 since year-end
SOTP value per share increased by 8,8% to R4,34 since year-end
Recurring headline earnings per share increased by 8,2% to 9,2 cents
Headline earnings per share increased by 25.4% to 7.4 cents


COMMENTARY

OVERVIEW

Zeder is an investor in the broad agribusiness industry with a specific focus on the food and beverage sectors.
The value of its underlying portfolio of investments amounted to R4,36bn (R4,74bn on a see-through basis) as at
31 August 2013. Agri Voedsel (with its interest of 30,5% in Pioneer Foods) remains a large and strategic
investment representing 39,2% of the portfolio.  During the six months under review, Zeder invested a further
R469,4m, of which R353,3m was for an additional stake in Capespan.

STRATEGY

Over the past 12 months, Zeder has communicated a refined strategy to the market. It seeks larger, strategic
stakes in entities that allow it to play a more active role in its underlying portfolio companies and assist
with the determination of appropriate long-term strategies to help expand the respective businesses. Significant
progress has been made in this regard and the investments in Zaad, Chayton Africa and Capespan are examples thereof.
Zeder is actively engaged with its existing portfolio of companies, while continuously seeking new opportunities
and remains optimistic about the sector.

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.

SOTP
Zeders SOTP value per share, calculated using the quoted market prices for all JSE-listed and over-the-counter
traded investments, and market-related valuations for unquoted, unlisted investments, increased by 8,8% to R4,34
since 28 February 2013.  Zeders see-through SOTP value per share, calculated on the exact same basis, apart from
using the see-through JSE-listed market price for Agri Voedsels investment in Pioneer Foods instead of Agri
Voedsels own OTC share price, increased by 8.7% to R4.73 since 28 February 2013. At the close of business on
Friday, 4 October 2013, Zeders SOTP and see-through SOTP value per share were R4,53 and R4,99 respectively.



                                                August 2012            February 2013             August 2013
Company                                   Interest         Rm    Interest          Rm    Interest            Rm
                                               (%)                    (%)                     (%)

Agri Voedsel                                 44,7     1 068,8       45,0       1 475,2       46,8        1 666,0

Kaap Agri                                    33,8       205,6       34,9         343,2       39,7          453,1

Capevin Holdings                             20,3       963,9        5,3         287,6        5,1          312,3

Capespan                                     37,0       283,4       37,1         284,2       71,7          742,8

Zaad Holdings                                92,0       182,4       92,0         368,9       92,0          368,9

Chayton                                      93,8       276,9       73,4         276,9       76,5          293,3

Suidwes                                      24,1        90,2       24,1          90,2       24,1           97,0

NWK                                          19,9       220,4       19,9         224,7       19,9          228,0

Overberg Agri                                18,6       108,8       18,6         107,3       18,6          145,6

Other                                                   213,2                     54,0                      53,3

Total investments                                     3 613,6                  3 512,2                   4 360,3

Cash and cash equivalents                                32,8                    692,2                     216,6

Other net liabilities                                  (408,8)                  (301,1)                   (324,3)

SOTP value                                            3 237,6                  3 903,3                   4 252,6


Number of shares in issue (million)                     978,1                    978,1                     980,2

SOTP value per share (rand)                              3,31                     3,99                      4,34

See-through SOTP value per share (rand)                  3,56                     4,35                      4,73



Net asset value per share (rand)                         2,94                     3,36                      3,48



Zeder's net asset value per share increased by 3,6% since 28 February 2013 to R3,48 per share.


Recurring headline earnings

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.


                                                                               Audited    Unaudited    Unaudited
                                                                              Feb 2013     Aug 2012     Aug 2013
                                                                             12 months     6 months     6 months
                                                                                    Rm           Rm           Rm

Earnings analysis

 Food, beverages and related services                                            205,7         71,1         80,3

 Agri-related retail, trade and services                                         120,4         56,2         42,0

 Agri-inputs                                                                      28,7          2,4         11,5

 Agri-production                                                                 (21,8)        (8,4)        (9,9)

Net interest, taxation and other income and expenses                             (23,3)       (10,2)        (6,0)
 
Management fee                                                                   (58,6)       (28,0)       (28,2)

Recurring headline earnings                                                      251,1         83,1         89,7

Non-recurring headline earnings, net of taxation                                 (54,8)       (25,8)       (17,3)
                          
Headline earnings                                                                196,3         57,3         72,4

Non-headline items                                                               315,4         50,6         31,7

Attributable earnings                                                            511,7        107,9        104,1


Recurring headline earnings per share (cents)                                     25,7          8,5          9,2

Headline earnings per share (cents)                                               20,1          5,9          7,4
  
Attributable earnings per share (cents)                                           52,3         11,0         10,6


Recurring headline earnings

Recurring headline earnings per share increased by 8,2% to 9,2 cents, mainly due to improved
contributions from Capespan, Zaad and Kaap Agri during the period under review. However, the positive
effect of the aforementioned was to some extent offset by:

 the cash proceeds from the disposal of the bulk of Zeders Capevin Holdings shares yielded a lower return than 
  what the Capevin Holdings investment did during the comparative period; and
 as anticipated, the investment in Chayton, a start-up business in its development phase, incurred a loss, while
  drought conditions negatively affected the performance of NWK and Suidwes.

Headline earnings

Headline earnings per share increased by 25,4% to 7,4 cents. The aforementioned, coupled with a decrease in 
non-recurring costs incurred by investee companies during the period under review, resulted in the increase in
headline earnings per share.

Attributable earnings

Attributable earnings per share decreased by 3,6% to 10,6 cents as a result of less non-headline gains made
within Zeders investment portfolio during the period under review. Profit before finance costs and taxation 
increased by 50% to R193,8m predominantly as a result of the first-time consolidation of Capespans results
following Zeders acquisition of a controlling interest in this company.

Agri Voedsel (Pioneer Foods)

Agri Voedsel is an unlisted investment holding company that owns a 30,5% economic interest in the JSE-listed
Pioneer Foods. During the period under review, Zeder increased its share in Agri Voedsel from 45,0% to 46,8%
for R63,7m. In line with its competitors, Pioneer Foods overall performance remained constrained by a
prolonged high commodity price cycle and structural challenges within the poultry industry. However, the core
divisions within the organisation are performing well and 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.

Pioneer Foods results can be viewed at www.pioneerfoods.co.za.

Kaap Agri

Kaap Agri is an unlisted retail, trade and services group which supplies a variety of products and services
to the agricultural sector and the general public. It has 154 operating points throughout South Africa, as well
as a growing exposure to the rest of Africa. Kaap Agris underlying performance remains encouraging and the
company produced satisfactory results for the six months ended 31 March 2013 with a 31,8% increase in headline
earnings per share. Zeder invested an additional R29m to increase its interest from 34,9% to 39,7% in Kaap Agri
during the period under review.

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

Capespan

Capespan is an unlisted fruit and logistics group with a corporate history spanning more than 70 years. Its
core business activities are focused around the production, procurement, distribution and marketing of fruit
from more than 12 countries to customers in more than 60 countries around the world. Capespan continued to
deliver satisfactory results and reported an increase of 30% in recurring headline earnings per share for the
six months ended 30 June 2013. While the groups underlying performance remains stable, exposure to the
European markets and normal agricultural risks will need to be carefully monitored. Zeder remains optimistic
about Capespans growth potential in both its fruit and logistics divisions and has invested R353,3m to
increase its interest from 37,1% to 71,7% during the period under review.

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

Zaad Holdings

Zeder owns a 92% interest in Zaad Holdings, a company that owns 100% of Agricol and 49% of Klein Karoo Seed
Marketing (KKS). Agricol is a seed business that has established itself in both the South African and
international markets for more than 50 years. KKS is a seed company that develops and distributes vegetable,
pasture and agronomic seed in developing countries, mainly Africa and the Middle East. KKS has offices and
research stations in, inter alia, South Africa, Zambia, Zimbabwe, Jordan and the Netherlands. The financial
performance of Zaad is encouraging, with a 71,8% growth in recurring headline earnings per share for the
period under review.

Zeder remains optimistic about the potential that the seed market offers, particularly in an African context
where the demand for agricultural inputs is expected to grow exponentially as it provides food for its own
needs, as well as the rest of the world.

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

Chayton Africa

Chayton Africa is a holding company which currently owns and operates large-scale commercial farming operations
in Zambia. The vision of this company is to own and operate vertically integrated grain-related agribusinesses
across Southern Africa. In less than 18 months, the company has managed to increase its productive farmland
under irrigation from 420 hectares to 4 200 hectares and is actively evaluating related development and
acquisitive opportunities on an ongoing basis in order to reach the needed scale. While the company remains
in the development phase, operational performance has been encouraging with actual agricultural yield results
exceeding expectations. Zeder believes that the demand for primary food in sub-Saharan Africa is strong and
sustainable and therefore remains optimistic about this investment.

Further information about Chayton Africa can be viewed at www.chaytonafrica.com.

Capevin Holdings (Distell)

Capevin Holdings (CVH) is a listed holding company with its core asset being an effective interest of 28,9%
in JSE-listed Distell. During the previous reporting period, Zeder announced its strategic decision to exit its
investment in CVH and reported its disposal of 15,1% in CVH for R799,8m. Since year-end, Zeder has obtained the
required shareholder approval and will dispose of its remaining 5,1% interest in CVH at the appropriate time.

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

DISPOSALS

In line with its refined strategy, Zeder has been in the process of disposing a number of its investments where
it had a small percentage share or minimal influence in the underlying companies. In the period under review,
Zeder entered into binding agreements that gave effect to the disposal of its entire shareholding in NWK and
Suidwes. The total proceeds of R325m from these disposals were received since the reporting date.

PSG MANAGEMENT FEE

As reported at year-end, PSG and Zeder shareholders engaged in a thorough process to restructure the management
fee payable to PSG. The process was completed prior to the AGM and Zeder shareholders approved a revised fee
arrangement, effective 1 March 2013.

For the period under review, Zeders results include a base management fee of R28,2m (2012: R28m) and a
performance fee of R26,1m (non-recurring headline cost), which have been calculated in terms of the revised fee
arrangement. The performance fee remains conditional upon Zeder outperforming a hurdle share price for the
financial year, which will only be determined at 28 February 2014. Management has, however, followed the prudent
approach to provide for same as the Zeder share price outperformed the hurdle price during the six months under
review.

PROSPECTS

We continue to believe that the agribusiness, food and beverage sectors offer rewarding investment opportunities,
both locally and abroad. It is for this reason that we are passionate about investment opportunities in Africa
and beyond.

DIVIDEND

It is Zeders policy to only declare a final dividend at year-end.



SUMMARY CONSOLIDATED INCOME STATEMENT

                                                                                    Unaudited           Audited
                                                                              Aug 2013   Aug 2012      Feb 2013
                                                                              6 months   6 months     12 months
                                                                     	            Rm         Rm            Rm
Revenue from sale of goods                                                     1 779,9       79,3         328,1
Cost of goods sold                                                            (1 484,2)     (52,3)       (234,4)

Gross profit                                                                     295,7       27,0          93,7


Income
Change in fair value of biological assets                                         29,2                     28,7
Investment income                                                                 30,7        7,6          13,1
Net fair value gains                                                              66,0       62,5          32,5
Other operating income                                                             2,0        1,8           5,5

Total income                                                                     127,9       71,9          79,8

Expenses
Management fee (note 2)                                                          (54,3)     (28,0)        (58,6)
Marketing, administration and other expenses                                    (266,7)     (43,3)       (120,1)

Total expenses                                                                  (321,0)     (71,3)       (178,7)

Share of profits of associated companies                                         105,2      101,6         300,2
Loss on impairment of associated company                                         (14,0)
Net loss on dilution of interest in associated companies                                                 (155,3)
Net gain on disposal of investment in associated companies                                                502,9

Profit before finance costs and taxation                                         193,8      129,2         642,6
Finance costs                                                                    (31,3)     (14,9)        (37,2)

Profit before taxation                                                           162,5      114,3         605,4
Taxation                                                                         (46,7)      (7,4)        (95,9)

Profit for the period                                                            115,8      106,9         509,5


Attributable to:
  Owners of the parent                                                           104,1      107,9         511,7
  Non-controlling interests                                                       11,7       (1,0)         (2,2)

                                                                                 115,8      106,9         509,5


Reconciliation to headline earnings

Attributable to owners of the parent                                             104,1      107,9         511,7
Non-headline items (note 3)                                                      (31,7)     (50,6)       (315,4)

Headline earnings                                                                 72,4       57,3         196,3


Earnings per share (cents)
  Attributable (basic and diluted)                                                10,6       11,0          52,3
  Headline (basic and diluted)                                                     7,4        5,9          20,1
  Recurring headline (basic and diluted)                                           9,2        8,5          25,7
   
Weighted average number of shares (million)                                      979,3      978,1         978,1


SUMMARY CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME

                                                                                    Unaudited           Audited
                                                                              Aug 2013   Aug 2012      Feb 2013
                                                                              6 months   6 months     12 months
                                                                                    Rm         Rm            Rm

Profit for the period                                                            115,8      106,9         509,5
Other comprehensive income for the period, net of taxation, which may
subsequently be reclassified to profit or loss                                    88,9       (1,1)         44,7

Currency translation adjustments                                                  98,0       (1,2)         13,4
Fair value gains on available-for-sale investments                                 0,2                      0,4
Share of other comprehensive income of associated companies                       11,7        0,2          32,3
Recycling of other comprehensive income of associated companies                  (20,6)                    (1,2)
Recycling of fair value gains on disposal of available-for-sale investments       (0,4)
Share of other equity movements of associated companies                                      (0,1)         (0,2)

Total comprehensive income for the period                                        204,7      105,8         554,2


Attributable to:
 Owners of the parent                                                            162,0      106,9         552,6
 Non-controlling interests                                                        42,7       (1,1)          1,6

                                                                                 204,7      105,8         554,2


SUMMARY CONSOLIDATED STATEMENT OF FINANCIAL POSITION

                                                                                    Unaudited           Audited
                                                                              Aug 2013   Aug 2012      Feb 2013
                                                                                    Rm         Rm            Rm

Assets

Non-current assets                                                             3 188,1    3 294,8       2 838,5

Property, plant and equipment                                                    746,0      352,5         381,8
Intangible assets                                                                246,5       99,8         158,9
Investment in ordinary shares of associated companies                          1 857,2    2 517,2       2 126,5
Loans to and preference share investments in associated companies                 54,5       54,5          54,5
Investment in ordinary shares of joint ventures                                    0,4
Loans to joint ventures                                                            4,0
Equity securities                                                                124,1      250,6         100,5
Loans and advances                                                                62,5       20,2          16,3
Employee benefits                                                                 29,0
Deferred income tax assets                                                        63,9

Current assets                                                                 2 413,9      494,2       1 059,2

Biological assets                                                                194,6       73,3          31,3
Inventories                                                                      292,7      113,4         174,6
Trade and other receivables                                                    1 336,9       62,3         100,7
Current income tax receivable                                                      4,4
Cash, money market investments and other cash equivalents                        585,3      245,2         752,6

Non-current assets held for sale (note 5)                                        633,4                    287,7

Total assets                                                                   6 235,4    3 789,0       4 185,4


Equity and liabilities

Ordinary shareholders' equity		                                       3 409,6    2 870,5       3 283,5
Non-controlling interests                                                        393,6       31,4         109,1

Total equity                                                                   3 803,2    2 901,9       3 392,6

Non-current liabilities                                                        1 117,1      459,7         544,8

Deferred income tax                                                              116,2       37,2          53,9
Borrowings                                                                       826,7      422,5         445,2
Derivative financial instrument                                                   46,5                     45,7
Employee benefits                                                                127,7

Current liabilities                                                            1 315,1      427,4         248,0

Borrowings                                                                       505,6      308,4          60,0
Trade and other payables                                                         775,4      113,8         187,5
Current income tax payable                                                        20,6        5,2           0,5
Employee benefits                                                                 13,5

Total liabilities                                                              2 432,2      887,1         792,8

Total equity and liabilities                                                   6 235,4    3 789,0       4 185,4


Net asset value per share (cents)                                                347,8      293,5         335,7
Tangible net asset value per share (cents)                                       322,7      283,3         319,5
Number of shares in issue (million)						 980,2	    978,1	  978,1	


SUMMARY CONSOLIDATED STATEMENT OF CHANGES IN EQUITY

                                                                                    Unaudited           Audited
                                                                              Aug 2013   Aug 2012      Feb 2013
                                                                              6 months   6 months     12 months
                                                                                    Rm         Rm            Rm


Ordinary shareholders' equity at beginning of the period                       3 283,5    2 817,0       2 817,0
Issue of shares                                                                    8,2
Total comprehensive income for the period                                        162,0      106,9         552,6
Transactions with non-controlling interests                                       (5,0)     (14,3)        (47,0)
Dividend paid                                                                    (39,1)     (39,1)        (39,1)

Ordinary shareholders' equity at end of the period                             3 409,6    2 870,5       3 283,5
Non-controlling interests at end of the period                                   393,6       31,4         109,1

Non-controlling interests at beginning of the period                             109,1
Transactions with non-controlling interests                                      241,8       32,5         107,5
Total comprehensive income/(loss) for the period                                  42,7       (1,1)          1,6


Total equity                                                                   3 803,2    2 901,9       3 392,6

Dividend per share (cents)										    4,0	


SUMMARY CONSOLIDATED STATEMENT OF CASH FLOWS

                                                                                    Unaudited           Audited
                                                                              Aug 2013   Aug 2012      Feb 2013
                                                                              6 months   6 months     12 months
                                                                                    Rm         Rm            Rm


Net cash flow from operating activities                                         (189,4)      56,9          44,8
Net cash flow from investment activities                                        (163,0)    (126,8)        386,3
Net cash flow from financing activities                                          163,7      237,6         242,7

Net (decrease)/increase in cash and cash equivalents                            (188,7)     167,7         673,8
Exchange gains on cash and cash equivalents                                       21,4                      1,3
Cash and cash equivalents at beginning of the period                             752,6       77,5          77,5
Cash and cash equivalents at end of the period                                   585,3      245,2         752,6


NOTES TO THE SUMMARY CONSOLIDATED FINANCIAL STATEMENTS


1.  Basis of presentation and accounting policies

    These summary interim consolidated financial statements have been prepared in accordance with the recognition
    and measurement principles of International Financial Reporting Standards ("IFRS") as issued by the
    International Accounting Standards Board, 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 71
    of 2008, as amended; and the Listings Requirements of the JSE Ltd.

    The accounting policies applied in the preparation of these summary interim consolidated financial statements
    are consistent in all material respects with those used in the prior financial year, apart from the following
    new accounting standards and amendments to IFRSs which were relevant to the group's operations from
    1 March 2013:


·   IFRS 10 Consolidated Financial Statements, IFRS 11 Joint Ventures and amendments to IAS 28 Investments in 
    Associates

    The group has adopted aforementioned suite of IFRSs and amendments which deal with the accounting treatment
    for the group's interests in its investees. The group has reviewed its accounting policies and concluded that
    the adoption of same did not result in any material changes to the group's accounting for its investees.

·   IFRS 13 Fair Value Measurement

    The group has adopted the new standard on how to measure fair value and enhance fair value disclosures. The
    adoption did not result in any material impact on the financial statements.

·   Amendments to IAS 19 Employee Benefits

    The amendments became relevant to the group following its acquisition of a controlling interest in Capespan 
    (refer note 4), which operates defined benefit plans. Capespan previously elected to follow a policy of
    recognising remeasurements to employee benefit assets and liabilities in other comprehensive income, which
    has now become mandatory.

·   Amendments to IAS 34 Interim Financial Reporting

    The amendments relate to the introduction of IFRS 13 Fair Value Measurement and changes to IFRS 7 Financial
    Instruments: Disclosures. The group has complied with the requirements of the additional disclosures in these
    interim financial statements.

    The group also adopted the various other revisions to IFRS which are effective for the financial year ending
    28 February 2014. These revisions have not resulted in material impacts to the group's reported results or
    interim disclosures.

    Enhanced disclosures, as required by IFRS 12 Disclosures of Interests in Other Entities, will be provided
    in the annual financial statements for the year ending 28 February 2014.


2.  Management fee

    A management fee is payable to 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.

    The management fee payable consists of a base fee and a performance fee element. The base fee is calculated
    at the end of every half-year as 1.5% p.a (exclusive of VAT) of Zeder's volume weighted average market
    capitalisation for that half-year. The performance fee is calculated at the end of the financial year as
    20% p.a. on Zeder's share price outperformance of the GOVI yield plus 4%, adjusted for dividends.


3.  Non-headline items
                                                                                    Unaudited           Audited
                                                                              Aug 2013   Aug 2012      Feb 2013
                                                                              6 months   6 months     12 months
                                                                                   Rm          Rm            Rm


    Gross amounts
      Net loss on dilution of interest in associated companies                                            155,3
      Share of non-headline items of associated companies                        (25,3)     (32,6)        (42,8)
      Fair value adjustment on step-up acquisition of a subsidiary               (40,7)     (22,0)        (22,0)
      Impairment of investment in associated companies                            14,0
      Net gain on disposal of investments in associated companies                                        (502,9)
    Other                                                                          0,1        4,0           5.5
    Non-controlling interest                                                       0,1                      0,2
    Taxation                                                                      20,1                     91,3

                                                                                (31,7)      (50,6)       (315,4)

 
4.  Business combination

    Capespan

    Effective April 2013, the group acquired a further 25,3% shareholding in Capespan and thereby increased its 
    interest to 71,1%. At the reporting date, the group held 71,7% in Capespan. Capespan is a global fruit 
    procurement company and South Africa's largest fruit exporter. The remeasurement of the previously held
    interest in an associated company resulted in a non-headline gain of R40,7m being recognised in net fair
    value gains in the income statement. The summarised assets and liabilities recognised at acquisition
    date were:


                                                                                    Rm

    Property, plant and equipment                                                308,3
    Biological assets                                                            148,2
    Intangible assets                                                             59,5
    Investment in ordinary shares of associated companies                        173,3
    Equity securities                                                              3,5
    Loans and advances                                                            49,4
    Deferred income tax assets                                                    61,8
    Inventories                                                                   93,8
    Trade and other receivables                                                  971,8
    Cash, money market investments and other cash equivalents                    313,0
    Non-current assets held for sale                                              10,1
    Borrowings                                                                  (578,7)
    Deferred income tax liability                                                (32,5)
    Trade and other payables                                                    (540,2)
    Income tax payables                                                          (25,6)
    Employee benefits                                                            (93,3)

    Total identifiable net assets                                                922,4
    Non-controlling interest at fair value                                      (270,3)
    Previously held investment in Capespan at fair value                        (403,0)
    Goodwill                                                                       8,9
	
    Total consideration                                                          258,0

    Cash consideration paid                                                     (258,0)
    Cash and cash equivalents acquired                                           313,0

    Net cash inflow from business combination                                     55,0


    Goodwill recognised from the business combination can be attributed to the employee corps, geographical
    footprint and growth potential of Capespan. Acquisition costs of R1,1m were incurred with the above business
    combination, which are included in marketing, administration and other expenses in the income statement.


5.  Non-current assets held for sale

    Non-current assets held for sale consists mainly of the following:

    Zeder holds JSE-listed equity securities in CVH with a carrying value of R312.1m. These equity securities
    were classified as held for sale during the previous financial year.

    At the reporting date, Zeder was in process of disposing of its interests in NWK and Suidwes. These
    investments, being associated companies, were classified as held for sale and their aggregate carrying value
    at the reporting date amounted to R311,2m. Since the reporting date, Zeder entered into binding agreements
    that gave effect to these disposals. The total proceeds from these disposals will approximate R325m and is
    expected to materialise before the end of October 2013.


6.  Preparation

    These summary consolidated financial statements were compiled under the supervision of the group financial
    director, Mr WL Greeff, CA(SA), and were not reviewed or audited by Zeder's external auditor,
    PricewaterhouseCoopers Inc.


7.  Financial instruments

7.1 Financial risk factors

    The group's activities expose it to a variety of financial risks; market risk (including currency risk, fair
    value interest rate risk, and price risk), credit risk and liquidity risk.    

    The summary interim financial statements do not include all financial risk management information and
    disclosures required in the annual financial statements, and therefore they should be read in conjunction
    with the groups annual financial statements as at 28 February 2013. Risk management continues to be carried
    out by each major entity within the group under policies approved by the respective boards of directors.

7.2 Fair value estimation

    The information below analyses financial assets and financial liabilities, which are carried at fair value,
    by level of hierarchy as required by IFRS 7 and IFRS 13. The different levels in the hierarchy are defined
    below:

     Quoted prices (unadjusted) in active markets for identical assets or liabilities (level 1)

     Inputs other than quoted prices included within level 1 that are observable for the asset or liability,
      either directly (that is, as prices) or indirectly (that is, derived from prices) (level 2)

     Inputs for the asset or liability that are not based on observable market data (that is, unobservable
      inputs) (level 3)

    The fair value of financial assets and liabilities carried at amortised cost approximates their fair value,
    while those measured at fair value in the statement of financial position can be summarised as follows:

                                                               Level 1       Level 2       Level 3         Total
								    Rm            Rm            Rm            Rm

    Assets
      Equity securities					           1,0         119,6           3,5         124,1

    Liabilities
      Derivative financial liabilities                                                        46,5          46,5

    There have been no significant transfers between level 1, 2 or 3 during the period under review, nor were
    there any significant changes to the valuation techniques and inputs used to determine fair values.

    Non-current assets held for sale include assets measured at fair value, as set out in note 5, which is based
    on the JSE-listed share price or other observable inputs.


8.  Segmental reporting

    At 28 February 2013, the group was organised into four reportable segments, namely i) Zaad Holdings,
    ii) Chayton, iii) food and agri, and iv) beverages. Zaad Holdings and Chayton are subsidiaries, while food
    and agri and beverages comprises investments in associated companies and equity securities.

    Following Zeder obtaining a controlling interest in Capespan (refer note 4), the chief operating
    decision-maker (being PSG Groups executive committee, which manages the group) has revised their
    segmentation of how they review segments performance and allocate capital. This revision resulted in the
    reportable segments being restated to consist of the following: i) food, beverages and related services,
    ii) agri  related retail, trade and services, iii) agri  inputs and iv) agri  production.

    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.

    The segments represent different sectors in the broad agribusiness industry.  The segment report set out
    below was compiled based on the revised segmentation and comparatives have been restated accordingly. These
    restatements had no impact on reported amounts of profit or loss, assets, liabilities, equity or cash flows. 

    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 and investment income, as per the income statement.

    Sum-of-the-parts ("SOTP") is a key valuation tool used to measure Zeders performance. In determining SOTP,
    listed assets and liabilities are valued using quoted market prices, whereas unlisted assets and liabilities
    are valued using appropriate valuation methods. These values will not necessarily correspond with the values
    per the statement of financial position since the latter are measured using the relevant accounting standards
    which include historical cost and the equity accounting method.


  
                                                                                   Unaudited            Audited
                                                                             Aug 2013    Aug 2012      Feb 2013
                                                                             6 months    6 months     12 months
                                                                                   Rm          Rm            Rm

Recurring headline earnings
  Food, beverages and related services                                           80,3        71,1         205,7
  Agri-related retail, trade and services                                        42,0        56,2         120,4
  Agri-inputs                                                                    11,5         2,4          28,7
  Agri-production                                                                (9,9)       (8,4)        (21,8)
Net interest, taxation and other income and expenses                             (6,0)      (10,2)        (23,3)
Management fee                                                                  (28,2)      (28,0)        (58,6)

Recurring headline earnings                                                      89,7        83,1         251,1
Non-recurring headline earnings, net of taxation                                (17,3)      (25,8)        (54,8)

  Recurring earnings adjustment                                                   3,0        17,4          (8,6)
  One-off items
   Pioneer Foods BBBEE charge                                                    (9,6)      (22,2)        (22,2)
   Suidwes incentive scheme expense                                              (7,2)
   Distell excise duty charge                                                               (12,6)        (12,6)
   Agri Voedsel unbundling costs                                                             (6,1)         (6,1)
   Other                                                                         (3,5)       (2,3)         (5,3)

Headline earnings                                                                72,4        57,3         196,3
Non-headline items (note 3)                                                      31,7        50,6         315,4

Attributable earnings                                                           104,1       107,9         511,7


SOTP segmental analysis:

Segments
  Food, beverages and related services                                        2 721,1     2 316,1       2 047,0
  Agri-related retail, trade and services                                       977,0       838,2         819,4
  Agri-inputs                                                                   368,9       182,4         368,9
  Agri-production                                                               293,3       276,9         276,9
Cash and cash equivalents                                                       216,6        32,8         692,2
Other net liabilities                                                          (324,3)     (408,8)       (301,1)
SOTP value                                                                    4 252,6     3 237,6       3,903,3


Income segmental analysis:									
									
Food, beverages and related services*				 	      1 592,1           - 	      - 
Revenue from sale of goods*						      1 577,2 		
Investment income*					            		 14,9 		
								
Agri-related retail, trade and services									
Investment income						        	  3,4         4,1           5,9 
									
Agri-inputs							                114,8 	     79,6 	  266,6 
Revenue from sale of goods							112,8 	     78,8 	  264,7 
Investment income							          2,0         0,8 	    1,9 
									
Agri-production							 		 90,4 	      0,5 	   63,7 
Revenue from sale of goods							 89,9 	      0,5 	   63,4 
Investment income							 	  0,5	 	            0,3 
									
Unallocated investment income							  9,9 	      2,7 	    5,0 
									
IFRS revenue							 	      1 810,6 	     86,9 	  341,2 


* Note that these results include the first-time consolidation of Capespan

DIRECTORS:

JF Mouton (Chairman)**, N Celliers* (CEO), WL Greeff* (FD), AE Jacobs**, PJ Mouton**, GD Eksteen#,
MS du P le Roux#, CA Otto#, LP Retief#

7 October 2013

* 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
Website: www.zeder.co.za


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