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Category 2 Announcement: Disposal of Theewaterskloof Farm
ZEDER INVESTMENTS LIMITED
(Incorporated in the Republic of South Africa)
(Registration number: 2006/019240/06)
Share code: ZED
ISIN: ZAE000088431
LEI: 37890022AF5FD117D649
("Zeder" or "the Company")
CATEGORY 2 ANNOUNCEMENT: DISPOSAL OF THEEWATERSKLOOF FARM
1. INTRODUCTION
The Company, through its wholly-owned subsidiary Zeder Financial Services Limited
("ZFS"), holds 87.1% of the issued shares of Zeder Pome Investments Proprietary
Limited ("Pome Investments"), which in turn holds 100% of the issued shares of
Capespan Agri Proprietary Limited ("CS Agri"). CS Agri comprises three primary farming
production units as well as the Novo fruit packhouse operation situated in Paarl.
Shareholders are advised that ZFS, through its direct and indirect subsidiaries Pome
Investments and CS Agri, entered into an agreement with the trustees for the time being of
the Japie Groenewald Trust ("Purchaser"), to dispose of one of the primary farming
production units, namely, Theewaterskloof ("TWK Farming Business"), for a disposal
consideration of R283 000 000 (two hundred and eighty three million Rand) inclusive of
VAT at 0% (zero percent) plus the value of the agricultural inputs on hand and the 2025
seasonal costs already incurred (which will not exceed the category 1 threshold in terms
of the JSE Listings Requirements) ("Purchase Consideration") ("Disposal").
The beneficiaries of the Purchaser are Jacob Petrus Johannes Groenewald, Roux Wilhelm
Groenewald and Jacobus Petrus Wessel Groenewald.
2. RATIONALE FOR THE DISPOSAL
The Disposal is consistent with Zeder's strategic review and pursuant to the evaluation of
approaches received by Zeder on various portfolio assets. The Disposal is part of an
initiative to maximise wealth for Shareholders.
3. DISPOSAL CONSIDERATION
The Purchaser will settle the Purchase Consideration as follows :
- a portion of the Purchase Consideration will be paid on the 5th business day following
the fulfilment or waiver (to the extent legally permissible) of the last condition
precedent ("Takeover Date"), being the amount equal to the value of the agricultural
inputs on hand and the 2025 seasonal costs already incurred, which will be
determined at such point in time ("Initial Purchase Consideration"); and
- the remaining balance of the Purchase Consideration will be paid on the date of
registration of transfer of the immoveable properties of the TWK Farming Business
into the name of the Purchaser ("Transfer Date").
4. APPLICATION OF THE DISPOSAL CONSIDERATION
In terms of the Agreement, the Disposal Consideration will be paid to CS Agri as set out
in paragraph 3 above. To the extent the respective boards of directors of CS Agri and
Pome Investments declare and make payment of dividends (after the payment of
transaction costs and all related obligations) then Zeder intends to distribute the majority
of such dividends received to Shareholders once received.
5. CONDITIONS PRECEDENT
The Disposal is subject to the fulfilment or waiver (to the extent legally permissible), of the
following material outstanding conditions precedent ("Conditions Precedent"):
- the approval of the Disposal by the relevant competition authorities unconditionally,
or conditionally on terms and conditions reasonably acceptable to ZFS and the
Purchaser;
- the written consent to the Disposal of applicable counterparties to material
agreements with CS Agri;
- certain regulatory approvals and consents relating to dam safety and water use
rights in relation to the TWK Farming Business.
The last of the Conditions Precedent must be fulfilled or waived (to the extent legally
permissible) by not later than 30 September 2024, which date may be extended by
agreement between the parties in writing.
6. TRANSFER DATE OF THE DISPOSAL
The TWK Farming Business will be transferred by CS Agri to the Purchaser on the
Takeover Date against payment of the Initial Purchase Consideration and the
immoveable properties of the TWK Farming Business will be transferred by CS Agri to
the Purchaser on the Transfer Date, against payment of the remaining balance of the
Purchaser Consideration.
7. FINANCIAL INFORMATION
The value of the net assets comprising the TWK Farming Business as at 31 December 2023,
being the date of the last audited annual financial statements of CS Agri, was R231,000,000.
The audited profits after tax attributable to the TWK Farming Business for the period ended
31 December 2023, was R1,600,000, based on the audited annual financial statements of CS
Agri for the year ending 31 December 2023, which were prepared in terms of IFRS.
8. WARRANTIES AND OTHER SIGNIFICANT TERMS OF THE AGREEMENT
The Agreement contains representations and warranties by Pome Investments in favour
of the Purchaser which are standard for a transaction of this nature, but does not include
any profit linked warranties.
9. CLASSIFICATION OF THE DISPOSAL
The Disposal constitutes a category 2 transaction in terms of the JSE Listings
Requirements.
Stellenbosch
19 June 2024
Transaction Advisor and Sponsor
PSG Capital
Date: 19-06-2024 05:05:00
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