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Transaction update announcement: disposal by Zeder of Zaad
ZEDER INVESTMENTS LIMITED
(Incorporated in the Republic of South Africa)
Registration number: 2006/019240/06
Share code: ZED
ISIN: ZAE000088431
LEI code: 37890022AF5FD117D649
Main Board – General Segment
("Zeder" or "the Company")
TRANSACTION UPDATE ANNOUNCEMENT: DISPOSAL BY ZEDER OF ZAAD
All capitalised terms used but not defined in this announcement shall bear the meanings ascribed
to them in the Circular.
1. INTRODUCTION
1.1. Zeder shareholders ("Shareholders") are referred to the announcement released on
SENS and the circular ("Circular") distributed to Shareholders on 31 March 2026,
advising that the Disposal is subject to the fulfilment (or where applicable, waiver) of
certain Conditions Precedent.
1.2. The purpose of this announcement is to provide Shareholders with an update on the
status of the Disposal and specifically detailing progress on the various conditions
precedent.
2. STATUS OF THE CONDITIONS PRECEDENT
2.1. As at the date of this announcement, the status of the various Conditions Precedent set
out in paragraph 4.2.1 of the Circular is as follows.
2.2. Conditions precedent fulfilled:
- paragraph 4.2.1.1: Shareholders have passed the resolutions with requisite majority
approving the Disposal in terms of the applicable provisions of the Companies Act and
JSE Listings Requirements;
- paragraph 4.2.1.5: no valid demands have been received by the Company from any
Shareholder in terms of sections 164 and 115 of the Companies Act;
- paragraph 4.2.1.6: Zeder Financial Services has delivered to the Purchasers the
signed and audited consolidated financial statements of Zaad for the year ending 30
June 2025.
2.3. Conditions precedent on which significant progress has been made:
- paragraph 4.2.1.3: the South African Competition Tribunal has unconditionally
approved the Disposal. In terms of the approvals required from the remaining
Competition Authorities, the Disposal remains subject to the approval from the
following Competition Authorities: the Common Market for Eastern and Southern
Africa (COMESA), East African Community (EAC) and Fair Competition Commission
(FCC, the Tanzanian Competition Authority).
- paragraph 4.2.1.7: the EA Seed SPA has been concluded but remains subject to the
fulfilment of certain conditions precedent.
2.4. The remaining Conditions Precedent set out in paragraph 4.2.1 of the Circular, on
which the Disposal remains subject to the fulfilment or waiver (to the extent legally
permissible) thereof, are:
- Paragraph 4.2.1.3: all regulatory approvals and/or third-party approvals, consents,
waivers and notifications legally necessary for the implementation of the Disposal
(other than the approval by the Competition Authority/ies as contemplated above and
the issuance of the compliance certificate in terms of section 121(b) of the Companies
Act by the Takeover Panel, but including the requisite South African Reserve Bank
approvals and the approval of the relevant lenders of Zaad) have been obtained or
made, as the case may be;
- Paragraph 4.2.1.4: Zeder Financial Services has delivered to the Purchasers written
confirmation that the Restructure has been implemented in accordance with its terms;
- Paragraph 4.2.1.7: the conclusion of a written parent company guarantee by the
Company to and in favour of the Purchasers guaranteeing the obligations of Zeder
Financial Services in terms of the Sale Agreement and the EA Seed Transaction; and
2.5. A further update will be provided in due course.
3. RESPONSIBILITY STATEMENTS
3.1. The Independent Board individually and collectively accepts full responsibility for the
accuracy of the information contained in this announcement. In addition, the Independent
Board certifies that to the best of its knowledge and belief, the information contained in
this announcement solely pertaining to the Company is true and, where appropriate,
does not omit anything that is likely to affect the importance of the information contained
herein, and that all reasonable enquiries to ascertain such information have been made.
3.2. The Zeder Board (excluding the members of the Independent Board) ("Board")
individually and collectively accepts full responsibility for the accuracy of the information
contained in this announcement. In addition, the Board certifies that to the best of its
knowledge and belief, the information contained in this announcement solely pertaining
to the Company is true and, where appropriate, does not omit anything that is likely to
affect the importance of the information contained herein, and that all reasonable
enquiries to ascertain such information have been made.
3.3. Each Purchaser accepts full responsibility for the accuracy of the information contained
in this announcement insofar as it relates to it. In addition, each Purchaser certifies that,
to the best of its knowledge and belief, the information contained in this announcement
solely pertaining to it is true and, where appropriate, does not omit anything that is likely
to affect the importance of the information contained herein, and that all reasonable
enquiries to ascertain such information have been made.
Stellenbosch
27 May 2026
Transaction Advisor and Sponsor
PSG Capital
Date: 27-05-2026 04:54:00
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