ZEDER INVESTMENTS LIMITED - Internalisation of Management Agreement now unconditional, Changes to the Board and Company Secretary

Internalisation of Management Agreement now unconditional, Changes to the Board and Company Secretary

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”)

INTERNALISATION OF MANAGEMENT AGREEMENT NOW UNCONDITIONAL, CHANGES
TO THE BOARD AND COMPANY SECRETARY

1     INTERNALISATION

1.1    Shareholders are referred to the SENS announcements released
       by Zeder on 24 June 2016, 28 July 2016 and 29 August 2016
       regarding the proposed internalisation of the existing
       management agreement between Zeder and PSG Corporate Services
       Proprietary Limited (“PSGCS”), a wholly-owned subsidiary of PSG
       Group Limited (“PSG”)(“Internalisation”),which Internalisation was 
       subject to the fulfilment of certain conditions precedent as detailed 
       in the circular to Zeder shareholders dated 28 July 2016 (“Circular”).

1.2    Zeder is pleased to announce that all conditions precedent to
       the Internalisation have been fulfilled and that implementation
       of the Internalisation will, accordingly, now proceed on the
       basis detailed in the Circular.

1.3    The net effect is that Zeder will issue 207,661,758 new shares
       to PSGCS, resulting in the total number of Zeder shares in
       issue increasing from 1,522,852,890 to 1,730,514,648. Pursuant
       to the Internalisation, payment of the existing management fee
       will cease from 1 September 2016 and consequently no further
       management fees will be paid to PSG in terms of the existing
       management agreement.

2     CHANGES TO THE COMPOSITION OF THE BOARD OF DIRECTORS

2.1    Mr JH le Roux has been appointed as the financial director of
       Zeder with immediate effect, replacing Mr WL Greeff, who will
       continue to serve on the board as a non-executive director.

2.2    Mr Le Roux is a chartered accountant (SA) and holds an HDip
       (Tax). He has 17 years’ experience in financial services, of
       which the last 10 years have been within the broader PSG group.
       Since 2014, he has worked as an investment manager with Zeder
       and currently serves as a non-executive director of various
       Zeder investees, including Capespan Group Limited, Kaap Agri
       Limited and Zaad Holdings Limited.

3     CHANGES TO THE COMPOSITION OF THE AUDIT & RISK, REMUNERATION AND
      NOMINATION COMMITTEES

      In accordance with paragraph 3.59(c) of the Listings Requirements
      of the JSE Limited, shareholders are hereby advised:

3.1    Audit & Risk Committee

       that Ms NS Mjoli-Mncube (an independent non-executive director)
       has been appointed as a member of the Zeder Audit & Risk
       Committee with immediate effect, with Prof ASM Karaan (an
       independent non-executive director) hereafter no longer serving
       on the Zeder Audit & Risk Committee;

3.2    Remuneration Committee

       that Messrs CA Otto (independent non-executive chairman of the
       Remuneration Committee), GD Eksteen (an independent non-
       executive director), WL Greeff, PJ Mouton and Prof ASM Karaan
       (an independent non-executive director) have been appointed as
       members of the newly established Zeder Remuneration Committee
       with immediate effect;

3.3    Nomination Committee

       that Messrs JF Mouton (non-executive chairman of the Nomination
       Committee), GD Eksteen (an independent non-executive director)
       and CA Otto (an independent non-executive director) have been
       appointed as members of the newly established Zeder Nomination
       Committee with immediate effect.

4     CHANGE TO THE COMPANY SECRETARY

      Rose Bridge 59 Proprietary Limited, a wholly-owned subsidiary of
      Zeder, has been appointed, with immediate effect, as the company
      secretary of Zeder following the resignation of PSGCS.

8 September 2016
Stellenbosch

Transaction advisor and Sponsor
PSG Capital Proprietary Limited

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