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Update On The AVL Scheme Of Arrangement, Update Of Zeder Sum Of The Parts And Change To The Zeder Board Of Directors
ZEDER INVESTMENTS LIMITED
(Incorporated in the Republic of South Africa)
Registration number: 2006/019240/06
Share code: ZED
ISIN number: ZAE000088431
(“Zeder”)
AGRI VOEDSEL LIMITED
(Incorporated in the Republic of South Africa)
Registration Number: 2007/015880/06
(“AVL”)
UPDATE ON THE AVL SCHEME OF ARRANGEMENT, UPDATE OF ZEDER SUM
OF THE PARTS AND CHANGE TO THE ZEDER BOARD OF DIRECTORS
1. UPDATE ON AVL SCHEME OF ARRANGEMENT
1.1. Shareholders are referred to the joint SENS announcement
by Zeder and AVL dated 25 June 2014 (“Firm Intention
Announcement”), detailing Zeder’s firm intention to make
an offer to acquire all ordinary shares in AVL, not
already held by Zeder, by way of a scheme of arrangement
(“Scheme”), or, in the unlikely event that the Scheme
fails, by way of a voluntary general offer to AVL
shareholders (“General Offer”).
1.2. The independent board of directors of AVL (“AVL
Independent Board”) appointed Deloitte & Touche as
independent expert ("Independent Expert"), as required
in terms of section 114 of the Companies Act, 2008 and
in terms of the Companies Regulations, 2011, to provide
the AVL Independent Board with independent, external
advice in relation to the Scheme in the form of a fair
and reasonable opinion.
1.3. Whilst the contents of the Independent Expert's advice
and opinion and the final views of the AVL Independent
Board will be detailed in the Scheme and General Offer
circular to AVL shareholders, the AVL Independent Board
and the Independent Expert have now formed an initial
view that the consideration to be offered by Zeder to
AVL shareholders under the Scheme or, should the Scheme
fail, under the General Offer, (“Consideration”) is fair
and reasonable to AVL shareholders, such Consideration
amounting to 16.2 listed Zeder shares for every one
unlisted AVL share disposed of by an AVL shareholder
under the Scheme or the General Offer, as the case may
be.
2. UPDATE OF ZEDER SUM OF THE PARTS (“SOTP”)
2.1. Shareholders are advised that at the close of business
on 24 July 2014, Zeder’s see-through SOTP value per
share amounted to R6.81, representing an increase of
11.5% from the see-through SOTP value of R6.11 per share
disclosed by Zeder in the Firm Intention Announcement
(which was calculated as at 4 June 2014). Zeder’s see-
through SOTP value per share is calculated using the
quoted market prices for all JSE-listed traded
investments, apart from using the see-through market
price of Pioneer Foods for Zeder’s investment in AVL.
Directors’ valuations or most recent over-the-counter
share prices have been used for all other investments.
2.2. Although shareholders are able to calculate the above
change in the see-through SOTP value themselves, Zeder
is disclosing the updated value in order to assist
shareholders in evaluating the Consideration. Such
disclosure is done on a voluntary basis for the sake of
transparency.
3. CHANGE TO THE BOARD OF DIRECTORS
In compliance with paragraph 3.59(b) of the JSE Listings
Requirements, Zeder hereby advises shareholders that Mr
Lambert Retief has resigned from the Zeder board with
immediate effect. The board wishes to thank Mr Retief for
his valuable contribution as director of Zeder.
Stellenbosch
25 July 2014
PSG Capital: Transaction adviser and sponsor to Zeder
Date: 25/07/2014 03:15:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE').
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