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Offer To Acquire All The Ordinary Shares In Agri Voedsel Limited, Not Already Held By Zeder, By Way Of A Scheme
Zeder Investments Limited
(Incorporated in the Republic of South Africa)
Registration number: 2006/019240/06
Share code: ZED
ISIN code: ZAE000088431
(“Zeder” or “the Company”)
Agri Voedsel Limited
(Incorporated in the Republic of South Africa)
Registration Number: 2007/015880/06
(“AVL”)
OFFER TO ACQUIRE ALL THE ORDINARY SHARES IN AGRI VOEDSEL LIMITED, NOT
ALREADY HELD BY ZEDER, BY WAY OF A SCHEME OF ARRANGEMENT OR A VOLUNTARY
GENERAL OFFER – POSTING OF CIRCULAR AND PROSPECTUS, NOTICE OF GENERAL
MEETING AND ABRIDGED REVISED LISTING PARTICULARS OF ZEDER
1. INTRODUCTION
1.1. Shareholders of the Company (“Shareholders”) are referred to the
joint announcements released by the Company and AVL on 25 June and
25 July 2014 (“the Announcements”), whereby Shareholders were
advised that the Company had made a firm intention to make an
offer to acquire all the 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”) (collectively
“the Proposed Transaction”).
1.2. As indicated in the Announcements, in the event that the Scheme is
implemented or the General Offer accepted, AVL shareholders will
receive 16.2 newly JSE-listed Zeder ordinary shares for every 1
unlisted AVL share disposed of in terms of the Scheme or the
General Offer, rounded to the nearest whole number and credited as
fully paid (“Consideration Shares”).
1.3. For information purposes, Shareholders are advised that Deloitte &
Touche, who was appointed by the AVL independent board as
independent expert to the AVL independent board, has provided a
formal opinion confirming that the consideration offered in terms
of the Proposed Transaction is fair and reasonable to AVL
shareholders.
1.4. The Proposed Transaction is a category 1 acquisition by Zeder in
terms of the Listings Requirements of the JSE Limited (“JSE
Listings Requirements”) and will require a circular to be
distributed to Shareholders (“Circular”).
1.5. In addition to the Circular, Zeder is also required to distribute
revised listing particulars to its shareholders in terms of
paragraph 6.19(g) of the JSE Listings Requirements. In addition,
in terms of the Companies Act, No 71 of 2008 (“Companies Act”),
Zeder is required to distribute a prospectus to AVL shareholders
in order to provide AVL shareholders with information regarding
Zeder. The revised listing particulars and the prospectus have
been combined into a single circular that will be distributed to
both Zeder and AVL shareholders (“Prospectus”).
2. POSTING OF THE CIRCULAR AND THE PROSPECTUS
2.1. Shareholders are hereby advised that the Circular, containing
details of the Proposed Transaction, will be posted to
Shareholders today, 15 August 2014 (“Circular”). The Circular
incorporates a notice convening a general meeting of Shareholders
for purposes of adopting resolutions approving the Proposed
Transaction.
2.2. Shareholders are hereby further advised that the Prospectus,
incorporating revised listing particulars in respect of the
Company, will be posted to Shareholders today, 15 August 2014.
2.3. Shareholders are advised to review the Circular and the Prospectus
for detailed information regarding the Proposed Transaction, Zeder
and related aspects. The Circular and the Prospectus will be
available on the Company’s website at www.zeder.co.za from today,
15 August 2014.
3. NOTICE OF GENERAL MEETING
Notice is hereby given that a general meeting of Shareholders will
be held at 10h00 on Monday, 15 September 2014, at NH The Lord
Charles Hotel, Corner of Main Road (M9) and Broadway Boulevard
(R44), Somerset West, Western Cape (“General Meeting”) for the
purpose of considering and, if deemed fit, passing with or without
modification, the resolutions set out in the notice of the General
Meeting included in the Circular.
4. IMPORTANT DATES AND TIMES
Shareholders are referred to the table below setting out important
dates and times in relation to the Proposed Transaction. Capitalised
terms used below and elsewhere in this announcement and that are not
otherwise defined, bear the meanings ascribed to them in the
Circular.
Date
Record date to determine which Shareholders Friday, 8 August 2014
are eligible to receive the Circular and
the Prospectus
Circular containing the notice of General Friday, 15 August
Meeting and form of proxy and the 2014
Prospectus posted to Shareholders on
Last day to trade in order to be eligible Friday, 29 August
to vote at the General Meeting 2014
Record date to be eligible to vote at the Friday, 5 September
General Meeting 2014
Last day to lodge forms of proxy in respect Thursday, 11
of the General Meeting by 10h00 on September 2014
General Meeting of Shareholders to be held Monday, 15 September
at 10h00 on 2014
Results of the General Meeting released on Monday, 15 September
SENS on 2014
Implementation of the Proposed Transaction Monday, 20 October
2014
Notes:
(1) The above dates and times are subject to amendment. Any such
amendment will be released on SENS. All times are South African
standard times.
(2) The date for the implementation of the Proposed Transaction is
determined based on the assumption that the Scheme will be
approved by AVL shareholders at the Scheme meeting and that
there will be no AVL shareholders objecting to the Scheme in
terms of section 164 and/or section 115(3) of the Companies Act.
5. ABRIDGED REVISED LISTING PARTICULARS OF ZEDER
These abridged revised listing particulars are not an invitation to
the public to subscribe for securities, but are issued in compliance
with the JSE Listings Requirements, for the purpose of providing
information to the public and Shareholders with regard to the
Company. Capitalised terms used below and that are not otherwise
defined, bear the meanings ascribed to them in the Prospectus.
5.1. Background to Zeder
Zeder Investments Limited (registration number 2006/019240/06)
(previously Friedshelf 766 Limited) was incorporated as a public
company on 21 June 2006.
5.2. Rationale for the Proposed Transaction
Zeder wishes to acquire all the AVL ordinary shares not already
held by Zeder, in order to increase its exposure to AVL’s
underlying interest in Pioneer Food Group Limited (“Pioneer
Foods”). Should the Proposed Transaction be implemented, the
issuing of the Consideration Shares should result in increased
liquidity in Zeder shares, to the benefit of both existing Zeder
Shareholders and AVL shareholders.
5.3. Overview of Zeder
Zeder is a long-term value investor with a primary focus on
agribusiness, specifically the food and beverages sectors, and is
listed on the JSE’s main board.
Zeder’s portfolio includes the following investments:
a) Zeder holds 48.5% of AVL, which has as its sole investment a
shareholding in Pioneer Foods, representing a 30.3% economic
and a 25.3% voting interest. Zeder also has a further direct
shareholding in Pioneer Foods representing a 1.4% economic
and a 1.1% voting interest. Pioneer Foods is a leading food
and beverage producer and distributor in Southern Africa,
with annual revenue in excess of R20 billion. It boasts an
impressive leadership team, intent on optimising current
operations and growing into new and international markets by
leveraging its broad consumer product basket and state-of-
the-art infrastructure. Supplying over 80 countries, Pioneer
Foods’ product portfolio spans from bread, pasta and biscuits
to fruit juices, fresh produce and some of the best-known
cereal brands. AVL has been carrying on business as an
investment holding company since 15 December 2011.
b) Zeder has a 72.1% shareholding in Capespan Group Limited
(“Capespan”). Capespan is involved in global fruit
production, procurement, marketing and distribution. Over the
past 70 years, Capespan has developed its portfolio into two
large complementary divisions, namely Fruit and Logistics,
which are increasingly less interdependent and more
individually profitable. Capespan has an annual turnover in
excess of R7 billion and has operations in 12 countries,
providing services and produce to more than 60 countries
across four continents. Capespan has been carrying on
business since 14 July 2008.
c) Zeder has a 39.9% shareholding in Kaap Agri Limited (“Kaap
Agri”). Kaap Agri is predominantly a retail, trade and
services group which supplies a wide variety of products and
services to the agricultural sector and general public, with
a market reach that spans over 140 operating points in
Southern Africa. Retail trading represents approximately 80%
of group operating profits, while group revenue is in excess
of R5 billion.
d) Zeder holds 92% of Zaad Holdings Limited (“Zaad”), which acts
as holding company for two seed companies – Agricol and Klein
Karoo Seed Marketing. With a history that dates back over
half a century, the two companies are well-established
producers, marketers and distributors of a wide variety of
agricultural seeds across several countries in Africa. Zaad
reported over R700 million in turnover in its most recent
financial year and is driving an aggressive growth strategy
in Southern Africa. Zaad has been carrying on business since
1 February 1991.
e) Zeder holds 76.7% of Chayton Africa, a Mauritian-based
investment company focusing on the grain value chain. It
currently has two main investments: Chobe Agrivision Company
Limited, a company focused on the acquisition, development
and management of large-scale commercial grain operations,
and Mpongwe Milling (2009) Limited, a wheat and maize milling
operation located in the Zambian copperbelt. Despite the high
entry cost and challenges associated with farming development
in the region, Chayton Africa is in a prime industry position
to maximise opportunities in the local and regional primary
food market. The total irrigated land capacity has in the
past 18 months of ownership increased to over 4 100 hectares,
and continues to grow. Chayton Africa has been carrying on
business since 8 December 2009.
5.4. Share capital
At the date of the Prospectus, the authorised share capital of
Zeder comprised 2 000 000 000 ordinary shares of no par value and
250 000 000 cumulative, non-redeemable, non-participating
preference shares of no par value. No Zeder shares or Zeder
preference shares are held in treasury.
The total value of the stated capital account in respect of the
Zeder ordinary shares is R1 748 061 000 and the total value of the
stated capital account in respect of the Zeder preference shares
is RNil.
All Zeder ordinary shares in issue rank pari passu with each other
in all respects, including in respect of voting rights and
dividends.
If the Proposed Transaction is implemented, a maximum of
463 655 648 Consideration Shares will be issued. The Consideration
Shares will rank pari passu with the existing Zeder shares in all
respects, including in respect of voting rights and dividends.
5.5. Zeder directors
The full names, ages, business addresses and capacities of the
directors of the Company are provided below:
Full name Age Capacity Business Address
Johannes Fredericus 67 Non-executive 1st Floor, Ou Kollege,
Mouton Chairman 35 Kerk Street,
Stellenbosch, 7600
Norman Celliers 40 Chief Executive 1st Floor, Ou Kollege,
Officer 35 Kerk Street,
Stellenbosch, 7600
Wynand Louw Greeff 44 Financial 1st Floor, Ou Kollege,
Director 35 Kerk Street,
Stellenbosch, 7600
Antonie Egbert 49 Non-executive 37 Eagle Street,
Jacobs Director Brackenfell, 7560
Petrus Johannes 38 Non-executive 1st Floor, Ou Kollege,
Mouton Director 35 Kerk Street,
Stellenbosch, 7600
George Douglas 72 Independent 1st Floor, Ou Kollege,
Eksteen Non-executive 35 Kerk Street,
Director Stellenbosch, 7600
Wouter Andre 55 Independent 27 Carletta Street,
Hanekom Non-executive Paarl, 7646
Director
Chris Adriaan Otto 64 Independent 1st Floor, Ou Kollege,
Non-executive 35 Kerk Street,
Director Stellenbosch, 7600
5.6. Copies of the Circular and the Prospectus
Copies of the Circular and the Prospectus will be available for
inspection by Shareholders during normal business hours at the
registered office of the Company and at the Johannesburg office of
the Company’s sponsor, PSG Capital Proprietary Limited, at 1st
Floor, Building 8, Inanda Greens Business Park, 54 Wierda Road
West, Wierda Valley, Sandton, from Friday, 15 August 2014 until
Monday, 15 September 2014 (both days inclusive).
6. NOTICE TO AVL SHAREHOLDERS
AVL shareholders are referred to a detail announcement issued to AVL
shareholders today, 15 August 2014 which sets out full details
relating to the Scheme that are applicable to AVL shareholders (“AVL
Announcement”). The AVL Announcement is available on the website
www.kaapagri.co.za from today, 15 August 2014.
15 August 2014
Stellenbosch
Transaction adviser and sponsor to Zeder: PSG Capital Proprietary
Limited
Independent reporting accountant and auditor: PricewaterhouseCoopers
Incorporated
Legal adviser: Cliffe Dekker Hofmeyr Incorporated
Independent sponsor: Questco Proprietary Limited
Date: 15/08/2014 11:35:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE').
The JSE does not, whether expressly, tacitly or implicitly, represent, warrant or in any way guarantee the truth, accuracy or completeness of
the information published on SENS. The JSE, their officers, employees and agents accept no liability for (or in respect of) any direct,
indirect, incidental or consequential loss or damage of any kind or nature, howsoever arising, from the use of SENS or the use of, or reliance on,
information disseminated through SENS.
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