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ZEDER INVESTMENTS LIMITED - Posting of Scheme Circular and Notice of General Meeting of the Shareholders of Capespan Group Limited

Release Date: 25/05/2015 17:08
Code(s): ZED     PDF:  
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Posting of Scheme Circular and Notice of General Meeting of the Shareholders of Capespan Group Limited

Zeder Investments Limited
(Incorporated in the Republic of South Africa)
Registration Number: 2006/019240/06
Share Code: ZED
ISIN Code: ZAE000088431
(“Zeder”)

Capespan Group Limited
(Incorporated in the Republic of South Africa)
Registration Number: 2008/016971/06
(“Capespan”)

OFFER TO ACQUIRE ALL THE ORDINARY SHARES IN CAPESPAN NOT
ALREADY HELD BY ZEDER AND MEMBERS OF CAPESPAN’S MANAGEMENT,
EXCLUDING TREASURY SHARES, BY WAY OF A SCHEME OF ARRANGEMENT –
POSTING OF CIRCULAR AND NOTICE OF GENERAL MEETING

1.    INTRODUCTION

1.1.    Shareholders are referred to the joint announcement
        published by Zeder and Capespan on SENS and on their
        respective websites (www.zeder.co.za and
        www.capespangroup.com) on 8 April 2015 (“the
        Announcement”), and in the press on 9 April 2015,
        advising of the firm intention of Zeder to make an offer
        to acquire all the issued shares in Capespan (excluding
        treasury shares) not already held by Zeder and members
        of Capespan’s management, by way of a scheme of
        arrangement in terms of section 114 of the Companies
        Act, No. 71 2008 (“Companies Act”)(“Scheme”).

1.2.    Shareholders of Capespan (“Capespan Shareholders”) will
        be requested to consider and, if deemed fit, to pass the
        special resolution relating to the Scheme as set out in
        the notice of general meeting referred to in paragraph 3
        below.

1.3.    As indicated in the Announcement, in the event that the
        Scheme is implemented, Capespan Shareholders will
        receive 85 newly issued JSE-listed Zeder ordinary shares
        for every 100 unlisted Capespan ordinary shares disposed
        of in terms of the Scheme, rounded to the nearest whole
        number and credited as fully paid (“Consideration
        Shares”).

 1.4.   In accordance with the Companies Act Regulations, 2011,
        an independent Capespan board, comprised of independent
        non-executive directors, was appointed by the board of
        directors of Capespan to evaluate the Scheme. Ernst &
        Young Advisory Services Proprietary Limited was
        appointed by the Capespan independent board as
        independent expert to the Capespan independent board in
        connection with the Scheme and has provided a formal
        opinion confirming that the consideration offered in
        terms of the Scheme is fair and reasonable to Capespan
        Shareholders.

1.5.    The Capespan independent board, taking into account the
        report of the independent expert, has considered the
        terms and conditions of the Scheme and is unanimously of
        the opinion that the terms and conditions thereof are
        fair and reasonable to Capespan Shareholders.

1.6.    The full details of the Scheme are contained in a
        circular to be posted to Capespan Shareholders as set
        out in paragraph 2.1 below (“Scheme Circular”).

2.   POSTING OF THE SCHEME CIRCULAR

2.1.    Capespan Shareholders are hereby advised that the Scheme
        Circular, containing full details of the Scheme, will be
        posted to Capespan Shareholders today, 25 May 2015. The
        Scheme Circular incorporates a notice convening a
        general meeting of Capespan Shareholders for purposes of
        adopting the resolution approving the Scheme.

2.2.    Capespan Shareholders are advised to review the Scheme
        Circular for detailed information regarding the Scheme.
        The Scheme Circular will also be available on the
        respective websites of Zeder and Capespan from today,
        25 May 2015.

3.   NOTICE OF GENERAL MEETING

     Notice is hereby given that a general meeting of Capespan
     Shareholders will be held at 11:00 on Wednesday,
     24 June 2015 at Spier Wine Estate, Baden Powell Drive,
     Stellenbosch (“General Meeting”) for the purpose of
     considering and, if deemed fit, passing with or without
     modification, the resolution set out in the notice of the
     General Meeting included in the Scheme Circular.

4.   IMPORTANT DATES AND TIMES

     Capespan Shareholders are referred to the table below
     setting out important dates and times in relation to the
     Scheme. Capitalised terms used below and elsewhere in this
     announcement and that are not otherwise defined, bear the
     meanings ascribed to them in the Scheme Circular.

                                                Date

     Proxy forms to be lodged at the            Monday, 22 June
     transfer secretaries or Capespan’s         2015
     company secretary by 11:00 on

     Proxy forms not lodged with the            Wednesday,
     transfer secretaries or Capespan’s         24 June 2015
     company secretary to be handed
     to the chairman of the General
     Meeting before 11:00 on

     General Meeting of Capespan                Wednesday,
     Shareholders to be held at 11:00 on        24 June 2015

     If the Scheme is approved by Capespan
     Shareholders at the General Meeting:

     Finalisation date expected to be on        Thursday,
                                                9 July 2015

     Expected operative date of the             Monday, 27 July
     Scheme on                                  2015


     Issue of Scheme Consideration              Monday, 27 July
     Shares expected to take place on           2015
     and trading in the Scheme
     Consideration Shares expected
     to commence on

     Notes:
     (1) The above dates and times are subject to such changes
         as may be agreed to by Capespan and Zeder and approved
         by the JSE and/or the Takeover Regulation Panel, if
         required. If the Scheme Conditions are not met by
         31 August 2015, an updated timetable will be released
         on SENS and published in the South African press.
     (2) If the General Meeting is adjourned or postponed,
         forms of proxy submitted for the initial General
         Meeting will remain valid in respect of any
         adjournment or postponement of the General Meeting.
     (3) Although the salient dates and times are stated to be
         subject to change, such statement may not be regarded
         as consent or dispensation for any change to time
         periods which may be required in terms of the
         Companies Act Regulations, 2011, where applicable, and
         any such consents or dispensations must be
         specifically applied for and granted.
     (4) All times referred to in this Circular are references
         to South African time.

5.   COPIES OF THE SCHEME CIRCULAR

     Copies of the Scheme Circular will be available for
     inspection by Capespan Shareholders during normal business
     hours at the registered offices of Capespan, Zeder and PSG
     Capital Proprietary Limited from Monday, 25 May 2015 until
     the date of the General Meeting.

25 May 2015
Stellenbosch

Transaction advisor and sponsor to Zeder: PSG Capital
Proprietary Limited

Independent reporting accountant to Zeder and Capespan:
PricewaterhouseCoopers Incorporated

Legal advisor to Zeder and Capespan: Cliffe Dekker Hofmeyr
Incorporated

Independent expert to Capespan: Ernst & Young Advisory
Services Proprietary Limited

Date: 25/05/2015 05:08:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE'). 
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