Wrap Text
Summary Preliminary Consolidated Financial Results For The Year Ended 28 February 2019
Zeder Investments Limited
Incorporated in the Republic of South Africa
(Registration number: 2006/019240/06)
JSE Limited ("JSE") share code: ZED
ISIN number: ZAE000088431
("Zeder" or "the group")
SUMMARY PRELIMINARY CONSOLIDATED FINANCIAL RESULTS
for the year ended 28 February 2019
HIGHLIGHTS
- SOTP value per share R5,79 as at 15 April 2019
- Recurring headline earnings remained flat at 27,7 cents per share
- Headline earnings increased by 81,9% to 45,1 cents per share
- Dividend maintained at 11 cents per share
OVERVIEW
Zeder is an investor in the broad agribusiness and adjacent industries, with a historical focus on the food and beverage
sectors. Its underlying investment portfolio was valued at R10,78bn on 28 February 2019. Zeder's 27,1% interest in
Pioneer Foods remains its largest investment, representing 43,5% (2018: 53,9%) of the portfolio.
CORPORATE POSITIONING
Zeder is a long-term investor that owns large, strategic interests in companies and plays an active role therein. It
assists with the determination of appropriate long-term strategies, optimal allocation of capital and ongoing
measurement and monitoring of performance.
STRATEGIC FOCUS
The macro environment in which Zeder and its portfolio companies operated in remained constrained during the period
under review and our strategic focus was therefore deliberately cautious, conservative and largely unchanged. The effect
thereof was that we dedicated most of our efforts to existing investments, strengthening their operating models and
balance sheets where possible while driving for additional growth from within existing investment platforms. New and
adjacent opportunities are continuously reviewed and we will add to our portfolio when opportune.
NOTEWORTHY TRANSACTIONS
During the year, Capespan Group Limited disposed of its entire shareholding in the Joy Wing Mau Group in China.
Net cash of R988m was received and this enabled Capespan to inject capital into its core fruit and farming
divisions and reduce debt levels.
Furthermore, Capespan separated and unbundled its logistics division on 2 January 2019 and this division now operates
independently as The Logistics Group. The fruit and farming operations remain within Capespan. Zeder also transferred
its investment in the logistical application business, The Logistic Company, to The Logistics Group, to ensure The
Logistics Group benefits from the logistics-related technology developed within.
REVIEW OF BUSINESS ENVIRONMENT
The share prices of most South African companies, especially those exposed to the underlying consumer economy, declined
significantly during the period under review with the JSE Food Producer's index down 34,7%. Zeder and its investee
companies were similarly affected resulting in a decline in Sum-of-the-Parts valuations. The overall investor sentiment
towards Zeder and the sector it operates in continues to be negative in this regard but our positioning as strategic
investor in leading companies should ensure recovery participation once positive sentiment returns.
From an operational point of view, Zeder and its investee companies managed controllable elements well under challenging
conditions. At an aggregate level, satisfactory results were delivered with total recurring headline earnings per share
being in line with the prior year, mainly due to the expected recovery from the majority of Zeder's investee companies
during the year under review. Apart from Capespan's fruit and farming divisions, all portfolio companies stabilised or
reversed the corresponding lower levels of profitability reported in the results for the previous year. In addition to
the recurring headline earnings, a substantial increase in headline earnings was recorded as a result of the upward fair
value adjustment relating to Capespan's interest in its Chinese investment, Joy Wing Mau (previously known as Golden
Wing Mau), that was subsequently disposed.
FINANCIAL RESULTS
The two key benchmarks which Zeder believes to measure performance by are Sum-of-the-Parts value per share and recurring
headline earnings per share.
SUM-OF-THE-PARTS ("SOTP")
Zeder's SOTP value per share, calculated using the quoted market prices for all JSE-listed investments, and
market-related valuations for unlisted investments, decreased by 28,2% during the reporting period to R5,64 as at
28 February 2019. At the close of business on Monday, 15 April 2019, Zeder's SOTP value per share was R5,79.
28 Feb 2018 28 Feb 2019 15 Apr 2019
Interest Interest Interest
Company (%) Rm (%) Rm (%) Rm
Pioneer Foods 27,0 7 660 27,1 4 689 28,6 4 928
Zaad 93,2 2 043 95,3 2 235 95,3 2 235
Capespan 97,5 2 259 97,4 1 193 97,4 1 193
The Logistics Group 97,4 978 97,4 978
Kaap Agri 40,9 1 376 41,1 959 41,1 968
Agrivision Africa 56,0 591 56,0 493 56,0 493
Quantum Foods 27,7 246 29,3 216 29,3 234
Other 33 19 24
Total investments 14 208 10 782 11 053
Cash and cash equivalents 111 254 251
Other net assets 108 109 112
Debt funding (1 000) (1 500) (1 515)
SOTP value 13 427 9 645 9 901
Number of shares in issue (net of treasury shares) (million) 1 710 1 710 1 710
SOTP value per share (rand) 7,85 5,64 5,79
Note: Zeder's live SOTP is available at www.zeder.co.za.
Recurring headline earnings
Zeder's consolidated recurring headline earnings is the sum of its effective interest in that of each of its underlying
investments. The result is that investments in which Zeder holds less than 20% and are generally not equity accountable
in terms of accounting standards, are included in the calculation of consolidated recurring headline earnings, whilst
once-off (i.e. non-recurring) income and expenses are excluded. This provides management and investors with a more
realistic and transparent way of evaluating Zeder's earnings performance.
28 Feb 18 Change 28 Feb 19
AUDITED Rm % Rm
Recurring headline earnings from investments 576 604
Net interest, taxation and other income and expenses (102) (133)
Recurring headline earnings 474 (0,6) 471
Non-recurring headline earnings (49) 296
Headline earnings 425 80,5 767
Non-headline items (171) (678)
Attributable earnings 254 (65,0) 89
Weighted average number of shares in issue (net of treasury shares)(million) 1 717 1 702
Recurring headline earnings per share (cents) 27,6 0,4 27,7
Headline earnings per share (cents) 24,8 81,9 45,1
Attributable earnings per share (cents) 14,8 (64,9) 5,2
Recurring headline earnings per share of 27,7 cents in line with prior year mainly due to a recovery in earnings from
most of its underlying investee companies, except for Capespan.
Headline earnings per share increased by 81,9% to 45,1 cents mainly due to the upward fair value adjustment reflecting
the disposal value of Capespan's investment in Joy Wing Mau.
Attributable earnings per share decreased by 64,9% to 5,2 cents mainly due to the significant impairment charge
recognised by Zeder on its associate investment Pioneer Foods, following the decline in its share price.
Pioneer Foods
Pioneer Foods reported a 25% increase in adjusted headline earnings per share from continuing operations for the year
ended 30 September 2018 with a corresponding strong increase in net cash generated from operating activities resulting
in a maintained dividend. This improvement was largely due to a strong recovery in the Essential and International
divisions following the negative effect of the unfavourable procurement position on maize during the prior year.
Continuing initiatives to enhance operating margins through cost mitigation and efficiency interventions remain well
entrenched contributing to sound cash flow generation. Pioneer Foods remains one of the leading food companies in South
Africa with a strong balance sheet and management team.
Pioneer Foods is listed on the JSE and further information is available at www.pioneerfoods.co.za.
Zaad
Zaad is positioned as a strategic holding company that invests and operates in the specialised agri-inputs industry. It
currently owns, develops, imports and distributes a broad range of agricultural seeds in Africa, Europe and other
international emerging markets. In recent years, Zaad has added strategic plant nutrition and agri-chemicals to its
portfolio to complement its product offering, particularly in emerging markets. Its portfolio of companies represents a
proud history spanning more than 50 years and it exports to more than 100 countries. Zaad's portfolio and operating
divisions combine relatively mature cash generating activities on the one hand with significant research and development
or green-fields investment on the other. This combination ensures a blended approach to earnings and cash generation in
the short term with significant investment in growth for the longer term.
Zaad reported an increase in recurring headline earnings of 5,9% in absolute terms but a decrease of 5,5% on a per share
basis for its financial year ended 31 January 2019. This was due to improved but below expected sales from its mature
operations and the diluting impact of rights issues during the year to fund investment for future growth. Zeder invested
an additional R341,3m during the period under review. While these investments are attractive in the medium to long term,
the short-term impact on earnings per share may not always be positive due to the delay in earnings contribution from
such development or j-curve acquisitions. The specialised agri-inputs market, and particularly the proprietary hybrid
seed segment, remains attractive and Zaad is well positioned to benefit from it.
Further information can be viewed at www.zaad.co.za.
Capespan and The Logistics Group
Capespan is an unlisted group with a history spanning more than 70 years. The group has evolved and diversified in
recent years to the extent that it today combines asset-intensive divisions, underpinned with strong net asset values,
with earnings generating divisions that require fewer capital investments but offer scalable earnings growth
optionality. On 2 January 2019, Capespan completed the separation and unbundling of its logistics division to
shareholders thereby ensuring that Zeder now owns two separate investments and that these companies will be managed and
reported on separately going forward. Capespan will focus on its core business activities that include the production,
procurement, distribution and marketing of fresh produce worldwide, while The Logistics Group ("TLG") will continue to
operate its existing strategic logistical and terminal assets in South Africa and expand its service offering and
capabilities to a broader customer and market base in Southern Africa.
For its financial year ended 31 December 2018, Capespan reported a significant headline profit of R317,3m, largely due
to the fair value gain on the investment in Joy Wing Mau, but delivered a disappointing loss of R21,0m in
consolidated recurring headline earnings. The losses were largely incurred within South African and Namibian grape
farming divisions where lower production volumes and suppressed market pricing impacted negatively on the group results.
These losses were offset by strong earnings delivered within the logistical division and fruit associates. Despite these
losses, Zeder has maintained its SOTP values assigned to Capespan as a result of the strong NAV underpin in farming, the
capital injection and corresponding debt reduction flowing from the Joy Wing Mau disposal and the strong performances
recorded in the logistics division.
Further information can be viewed at www.capespan.com and www.tlg.co.za.
Kaap Agri
With an agricultural foundation, Kaap Agri has mainly retail characteristics, which account for 80% of the revenue,
augmented by a dedicated retail fuel strategy that is gaining momentum. It supplies a variety of products and services
to the agri sector and the general public. It has been in existence for more than 100 years and has more than 200
operating points throughout South Africa and Namibia. With its strategic footprint, infrastructure, facilities and
client network, the group follows a differentiated market approach, bolstering the core retail business with financial,
grain handling and agency services.
With an operating base largely exposed to the Western Cape, the severe drought had a predictably negative impact on the
group's financial performance. Notwithstanding these challenges, Kaap Agri delivered commendable results with recurring
headline earnings per share increasing by 0,7% for their financial year ended 30 September 2018. As the Western Cape
drought was broken and dam levels improved during the previous winter months, a modest recovery is anticipated.
Kaap Agri is listed on the JSE and its results can be viewed at www.kaapagri.co.za.
Agrivision Africa
Agrivision Africa currently owns and operates two large-scale commercial farming operations and a milling business in
Zambia. It has developed extensive irrigated productive farmland since 2011 and is continuously evaluating expansion
opportunities. After rapid expansion, the focus during the past 36 months has been on achieving acceptable operational
efficiencies, while navigating an extremely volatile and challenging phase in the macro and business cycle of Zambia and
related regional markets.
While this strategy has yielded positive operational results, the corresponding financial performance has been
disappointing as the subdued commodity price cycle, lagging rainfall recovery and water levels continued to negatively
impact the farming results. Even though Agrivision improved its results compared to the prior year, it still reported a
recurring headline loss from a Zeder perspective of $0,9m for their financial year ended 31 December 2018. The current
seasonal outlook has improved with normalised rainfall recorded and initiatives are underway to address underperforming
assets and divisions.
Quantum Foods
Quantum Foods is a diversified feeds and poultry business providing quality animal protein to select South African and
African markets. Having weathered adverse market conditions over the past couple of years, Quantum Foods released very
strong results for their financial year ended 30 September 2018, reporting a 234% increase in headline earnings per
share and rewarding shareholders with dividends and share buy-backs. Although it remains exposed to a highly cyclical
industry, it has successfully restructured its business and embarked on a clearly defined growth strategy that should
see it generate sustainable profits and cash flows from its established South African operations, while growing its
footprint in the rest of Africa.
Quantum Foods is listed on the JSE and its results can be viewed at www.quantumfoods.co.za.
PROSPECTS AND OUTLOOK
Zeder has enviable strategic equity interests in leading organisations that span the agribusiness
value chain. While the broader investor sentiment towards the sector and country is clearly negative at present and the
external operating environment remains challenging, the underlying fundamentals of Zeder and its portfolio have not
changed. The investee companies are well positioned with strong balance sheets and leading management teams that are committed to
delivering on their respective long term strategies. We believe that, despite inevitable cyclicality, investing in the
agribusiness industry should offer attractive long-term returns and the strength of our defensive portfolio should
ensure that we deliver the required shareholder return over time.
SPECIAL THANKS
A special word of thanks and gratitude goes to the founder and retired chairman of the group, Jannie Mouton. His
wisdom, counsel and ethical leadership was invaluable to Zeder and we thank him for his countless contributions made
over the years to grow the group into what it is today. We wish him and his family all the very best for his retirement
years.
WEBCAST
Shareholders are reminded that Zeder will be hosting a webcast and a conference call at 15:00 (South African time) on Wednesday,
17 April 2019 to present the results to shareholders and the market. To register for the webcast or the conference call, please
follow the below links.
Webcast details:
- View and listen mode, with a Q&A facility
- Link: www.ccwebcast.eu/links/zeder190417/
Conference call details:
- Listen-only mode, with an interactive Q&A at the end
- Link: www.diamondpass.net/6458812
DIVIDEND
The directors have resolved to declare a gross final dividend of 11,0 cents (2018: 11,0 cents) per share from income
reserves in respect of the year ended 28 February 2019. The final dividend amount, net of South African dividend tax of
20%, is 8,8 cents (2018: 8,8 cents) per share for those shareholders who are not exempt from dividend tax. The number of
ordinary shares in issue at the declaration date is 1 715 179 121 and the income tax number of the company is 9406891151.
The salient dates of this dividend distribution are:
Last day to trade cum dividend Monday, 6 May 2019
Trading ex-dividend commences Tuesday, 7 May 2019
Record date Friday, 10 May 2019
Date of payment Monday, 13 May 2019
Share certificates may not be dematerialised or rematerialised between Tuesday, 7 May 2019 and Friday, 10 May 2019, both
days inclusive.
Certificated shareholders should note that dividend payments will no longer occur by cheque and will only
be paid via electronic transfer into the bank accounts of certificated shareholders, whose banking details are held
by the company's transfer secretaries, Computershare Investor Services Proprietary Limited. Certificated shareholders whose bank
account details are not held by the transfer secretaries, are requested to provide such details to the transfer secretaries
to enable payment of the dividend to be made to them. The manner of payment to dematerialised shareholders will remain unchanged.
SUMMARY CONSOLIDATED INCOME STATEMENT
Feb 19 Feb 18
Audited Rm Rm
Revenue 7 641 8 485
Cost of sales (6 154) (6 996)
Gross profit 1 487 1 489
Income
Change in fair value of biological assets 194 195
Investment income 90 77
Net fair value gains 469 45
Other operating income 34 116
Total income 787 433
Expenses
Marketing, administration and other expenses (1 734) (1 671)
Reversal of impairment/(impairment) of trade and other receivables 6
Total expenses (1 728) (1 671)
Net income from associates and joint ventures
Share of profits of associates and joint ventures 636 472
Impairment of associates and joint ventures (note 2) (647) (1)
Net gain/(loss) on dilution of interest in associates (note 2) 21 (29)
Net income from associates and joint ventures 10 442
Profit before finance costs and taxation 556 693
Finance costs (324) (289)
Profit before taxation 232 404
Taxation (110) (196)
Profit for the year 122 208
Profit attributable to:
Owners of the parent 89 254
Non-controlling interests 33 (46)
122 208
EARNINGS PER SHARE AND NUMBER OF SHARES IN ISSUE
Earnings per share (cents)
Recurring headline 27,7 27,6
Headline (basic) (note 2) 45,1 24,8
Headline (diluted) 43,6 23,7
Attributable (basic) 5,2 14,8
Attributable (diluted) 3,8 14,0
Number of shares (million)
In issue 1 715 1 715
In issue (net of treasury shares) 1 702 1 702
Weighted average 1 702 1 717
Diluted weighted average 1 704 1 719
SUMMARY CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
Feb 19 Feb 18
Audited Rm Rm
Profit for the year 122 208
Other comprehensive loss for the year, net of taxation (90) (16)
Items that may be reclassified to profit or loss
Currency translation adjustments (48) (100)
Share of other comprehensive (loss)/income of associates and joint ventures (39) 64
Items that may not be reclassified to profit or loss
(Losses)/gains from changes in financial and demographic assumptions of post-employment benefit obligations (3) 20
Total comprehensive income for the year 32 192
Attributable to:
Owners of the parent 11 257
Non-controlling interests 21 (65)
32 192
SUMMARY CONSOLIDATED STATEMENT OF FINANCIAL POSITION
Feb 19 Feb 18
Audited Rm Rm
Assets
Non-current assets 9 492 10 298
Property, plant and equipment 1 699 1 626
Intangible assets 669 606
Biological assets (bearer plants) 426 406
Biological assets (agricultural produce) 15
Investment in ordinary shares of associates and joint ventures 6 291 6 636
Loans to associates and joint ventures 166 136
Equity securities 30 688
Loans and advances 79 100
Deferred income tax assets 74 61
Employee benefits 43 39
Current assets 3 300 3 103
Biological assets (agricultural produce) 151 152
Loans to associates and joint ventures 6
Inventories 1 218 1 286
Loans and advances 16 38
Trade and other receivables 1 416 1 274
Current income tax assets 60 27
Cash, money market investments and other cash equivalents 433 326
Non-current assets held for sale (note 5) 1 7
Total assets 12 793 13 408
Equity and liabilities
Ordinary shareholders' equity 8 096 8 269
Non-controlling interests 316 327
Total equity 8 412 8 596
Non-current liabilities 2 101 2 276
Deferred income tax liabilities 93 222
Borrowings 1 880 1 939
Derivative financial liabilities 25 24
Employee benefits 103 91
Current liabilities 2 280 2 536
Borrowings 1 192 1 428
Derivative financial liabilities 1 15
Trade and other payables 993 994
Current income tax liabilities 31 34
Employee benefits 63 65
Total liabilities 4 381 4 812
Total equity and liabilities 12 793 13 408
Net asset value per share (cents) 475,7 485,8
Tangible asset value per share (cents) 436,4 450,2
SUMMARY CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
Feb 19 Feb 18
Audited Rm Rm
Ordinary shareholders' equity at beginning of the year 8 247 8 291
Previously reported 8 269 8 291
Adjustment due to initial application of IFRS 9 (note 1.1) (22)
Total comprehensive income for the year 11 257
Shares purchased and cancelled (94)
Net movement in treasury shares 1 (23)
Transactions with non-controlling interests 9 18
Other movements 16 10
Dividends paid (188) (190)
Ordinary shareholders' equity at end of the year 8 096 8 269
Non-controlling interests at beginning of the year 325 407
Previously reported 327 407
Adjustment due to initial application of IFRS 9 (note 1.1) (2)
Shares issued 11 8
Total comprehensive income/(loss) for the year 21 (65)
Transactions with non-controlling interests (21) (5)
Other movements 2 2
Dividends paid (22) (20)
Non-controlling interests at end of the year 316 327
Total equity 8 412 8 596
Dividend per share (cents) 11,0 11,0
SUMMARY CONSOLIDATED STATEMENT OF CASH FLOWS
Feb 19 Feb 18
Audited Rm Rm
Cash generated from operations (note 3) 79 267
Investment income 385 342
Finance cost and taxation paid (601) (297)
Cash flow from operating activities (137) 312
Acquisition of subsidiary (note 4) (44)
Cash acquired from acquisition of subsidiary (note 4) 3 1
Proceeds from disposal of subsidiaries/subsidiaries' operations 4 27
Acquisition of associates and joint ventures (183)
Net loans granted to associates and joint ventures (48) (52)
Additions to property, plant and equipment (177) (213)
Proceeds from disposal of property, plant and equipment 19 25
Additions to intangible assets (116) (97)
Acquisition of equity securities (1) (6)
Proceeds from disposal of equity securities 1 161 9
Other 42 76
Cash flow from investing activities 843 (413)
Capital contributions by non-controlling interests 6 4
Shares purchased and cancelled (94)
Purchase of treasury shares (27)
Treasury shares sold 1 5
Dividends paid to group shareholders (188) (190)
Dividends paid to non-controlling interests (22) (20)
Borrowings repaid (1 030) (1 333)
Borrowings drawn 651 1 660
Other (11) (10)
Cash flow from financing activities (593) (5)
Net increase/(decrease) in cash and cash equivalents 113 (106)
Exchange differences on cash and cash equivalents (6) 10
Cash and cash equivalents at beginning of the year 326 422
Cash and cash equivalents at end of the year 433 326
NOTES TO THE SUMMARY CONSOLIDATED FINANCIAL STATEMENTS
1. Basis of presentation and accounting policies
These summary consolidated financial statements are prepared in accordance with the requirements of the JSE Limited
Listings Requirements for preliminary reports, and the requirements of the Companies Act applicable to summary financial
statements. The Listings Requirements require preliminary reports to be prepared in accordance with the framework
concepts and the measurement and recognition requirements of International Financial Reporting Standards ("IFRS") and
the SAICA Financial Reporting Guides as issued by the Accounting Practices Committee and Financial Reporting
Pronouncements as issued by the Financial Reporting Standards Council and to also, as a minimum, contain the information
required by IAS 34 Interim Financial Reporting.
The summary consolidated financial statements do not include all of the information required for full consolidated
annual financial statements and should be read in conjunction with the consolidated annual financial statements for the
year ended 28 February 2019.
The accounting policies applied in the preparation of the consolidated annual financial statements from which the
summary consolidated financial statements were derived are in terms of IFRS and are consistent with those accounting
policies applied in the preparation of the previous consolidated annual financial statements. However, the group adopted
the various revisions to IFRS which were effective for its financial year ended 28 February 2019, but, these revisions
have not resulted in material changes to the group's reported results or disclosures in these summary consolidated
financial statements, except for the adoption of the new standard IFRS 9 Financial Instruments (refer note 1.1).
In preparing these summary group financial statements, the significant judgements made by management in applying the
group's accounting policies and the key sources of estimation uncertainty were similar to those disclosed in the
consolidated annual financial statements for the year ended 28 February 2018.
1.1 Adoption of IFRS 9 Financial Instruments ("IFRS 9")
IFRS 9 is the new standard governing the classification, recognition and measurement of financial instruments, and
replaces IAS 39 Financial Instruments: Recognition and Measurement. The year ended 28 February 2019 is the first period
during which IFRS 9 was applied, thus the group transitioned to IFRS 9 on 1 March 2018. IFRS 9 was generally adopted
without restating comparative information, thus any differences in the carrying amounts of financial instruments will be
made to opening retained earnings as at the start of the current financial year, in accordance with the new standard's
transitional arrangements. The reclassifications and the adjustments arising from the new impairment rules are therefore
not reflected in the statement of financial position as at 28 February 2018, but are recognised in the opening statement
of financial position on 1 March 2018.
Classification and measurement:
IFRS 9, inter alia, replaces the multiple classification and measurement models in IAS 39 with a single model that has
only two categories: amortised cost and fair value. On 1 March 2018 (the date of initial application of IFRS 9), the
group's management has assessed which business models apply to the financial assets and financial liabilities held by
the group and has classified its financial instruments into the appropriate IFRS 9 categories. There were no effects
with regards to the changes in categories of financial assets and financial liabilities.
Change in measurement:
IFRS 9 establishes a new approach for financial assets carried at amortised cost - an "expected credit loss" model that focuses
on the risk that a loan or trade debtor will default rather than whether a loss has been incurred. The group applies the
IFRS 9 simplified approach to measuring expected credit losses which uses a lifetime expected loss allowance for all
loans and receivables.
The group has four types of financial assets that are subject to IFRS 9's new expected credit loss model: loans to
associates and joint ventures; loans and advances; trade and other receivables; and cash and cash equivalents. The group
was required to revise its impairment methodology under IFRS 9 for each of these classes of assets. The impact of the
change in impairment methodology on the group's retained earnings and equity is disclosed in the table below. While cash
and cash equivalents are also subject to the impairment requirements of IFRS 9, the identified impairment loss was
immaterial.
The following table shows the adjustments recognised for each individual line item. Line items that were not affected by
the changes have not been included. As a result, the sub-totals and totals disclosed cannot be recalculated from the
numbers provided.
Adjustment
Previously due to initial
reported application Restated
28 Feb 18 of IFRS 9 1 Mar 18
Statement of financial position (extract) Rm Rm Rm
Assets
Investment in ordinary shares of associates and joint ventures(1) 6 636 (3) 6 633
Loans to associates and joint ventures 136 (2) 134
Loans and advances 138 (1) 137
Deferred income tax assets 61 4 65
Trade and other receivables 1 274 (22) 1 252
Total assets 8 245 (24) 8 221
Equity and liabilities
Ordinary shareholders' equity 8 269 (22) 8 247
Non-controlling interests 327 (2) 325
Total equity 8 596 (24) 8 572
(1) IFRS 9 also has an impact on the financial assets and liabilities of the group's underlying associates and joint
ventures. The equity method of accounting applied in terms of IAS 28 Investments in Associates and Joint Ventures
requires the group to account for its share of post-acquisition movements in other comprehensive income and other equity
movements are recognised in other comprehensive income with a corresponding adjustment to the carrying amount of the
investment. Due to the aforementioned, an estimation calculation was performed on the adjustment due to the initial
application of IFRS 9 on the underlying associates and joint ventures financial assets and liabilities.
2. Headline earnings
Feb 19 Feb 18
Audited Rm Rm
Profit for the year attributable to owners of the parent 89 254
Non-headline items 678 171
Gross amounts
Profit on disposal of subsidiaries' operations (85)
Net (gain)/loss on dilution of interest in associates (21) 29
Impairment of associates and joint ventures 647 1
Fair value gain resulting from transfer of associate to equity security (15)
Non-headline items of associates and joint ventures (16) 7
Impairment of intangible assets and goodwill 66 123
Net (profit)/loss on sale and impairment of property, plant and equipment 2 10
Other (1)
Non-controlling interests (1) (49)
Taxation 1 151
Headline earnings 767 425
During the year under review, Zeder impaired its investments in two associates, Pioneer Foods and Quantum Foods due to
the recent decline in the JSE listed share prices, as well as the goodwill relating to the investment in Agrivision Africa
as a result of tough trading conditions in Zambia. During the previous year, the impairment related to computer software
at a restructured United Kingdom operation, intellectual property at Klein Karoo Seed Marketing, where there is no
foreseeable future commercialisation of the specific seed line, and goodwill at Mpongwe Milling, following two
consecutive loss-making years.
During the previous year, the group, through Capespan Group Limited ("Capespan") merged its Asian operations with Golden
Wing Mau to form JWM Asia and therefore 70% of its business operations were sold to JWM Asia and Capespan retained a 30%
shareholding in JWM Asia.
3. Cash generated from operations
Feb 19 Feb 18
Audited Rm Rm
Profit before taxation 232 404
Investment income (90) (77)
Finance costs 324 291
Depreciation and amortisation 219 203
Changes in fair value of biological assets (194) (195)
Net fair value gains (425) (43)
Profit on disposal of subsidiaries' operations (85)
Share of profits of associates and joint ventures (636) (472)
Impairment of associates and joint ventures 647 1
Net (gain)/loss on dilution of interest in associates (21) 29
Net (profit)/loss on sale and impairment of property, plant and equipment 2 10
Impairment of intangible assets and goodwill 66 123
Net harvest short-term biological assets 105 60
Other non-cash items (4) (7)
225 242
Changes in working capital and other financial instruments 21 204
Additions to biological assets (167) (179)
Cash generated from operations 79 267
4. Subsidiaries acquired
Hygrotech Proprietary Limited ("Hygrotech")
On 1 August 2018 the Group, through Zaad Holdings Limited, acquired 100% interest in Hygrotech for a cash consideration
of R43,7m. As reported in the condensed unaudited results for the six months ended 31 August 2018, goodwill of R1m arose
due to provisional accounting of the business combination. After finalising the accounting of the business combination,
the identifiable net assets acquired increased with R1m, therefore reducing the goodwill previously recognised and in turn
accounted for a gain on bargain purchase of R0,3m. Accounting for Hygrotech's business combination has now been finalised.
Sonkwasdrif Proprietary Limited ("Sonkwasdrif")
On 1 December 2018 the Group, through Capespan Group Limited, acquired the remaining 52% interest in the pome farm
Sonkwasdrif for a R1 purchase consideration. The goodwill arose due to the fact that the 48% investment in associate was
carried at a negative carrying value due to previously recognised losses. This has been subsequently impaired.
Previously Sonkwasdrif had a R250m facility with the Land Bank and the Capespan group provided surety for the
associate's facility in a maximum amount of R122,5m. The facility and security were settled before the acquisition of
Sonkwasdrif. Accounting for Sonkwasdrif's business combination has been finalised.
The summarised assets and liabilities recognised at the acquisition date was:
Hygrotech Sonkwasdrif Total
Audited Rm Rm Rm
Identifiable net assets acquired 44 (15) 29
Transfer from investment in ordinary shares of associates 7 7
Goodwill recognised 8 8
Cash purchase consideration 44 - 44
Cash consideration paid (44) (44)
Cash and cash equivalents acquired 3 3
Net cash flow for subsidiaries acquired (41) - (41)
The aforementioned business combinations do not contain any contingent consideration or indemnification asset
arrangements and the acquisition-related costs expensed were insignificant.
Had Hygrotech been consolidated with effect from 1 March 2018 instead of its acquisition date, the consolidated income
statement would have reflected additional revenue of R117,5m and loss after tax of R11,6m.
Had Sonkwasdrif been consolidated with effect from 1 March 2018 instead of its acquisition date, the consolidated income
statement would have reflected additional revenue of R10,4m and loss after tax of R5,5m.
5. Non-current assets held for sale
As at 28 February 2019, non-current assets held for sale of R0,6m comprise the expected sale of a property in Gauteng.
In the prior year, it included property, plant and equipment within the Capespan UK operations, amounting to R7,1m,
subsequently sold during the year.
6. Financial instruments
6.1 Financial risk factors
The group's activities expose it to a variety of financial risks: market risk (including currency risk, cash flow and
fair value interest rate risk, and price risk), credit risk and liquidity risk.
The summary consolidated financial statements do not include all financial risk management information and disclosures
set out in the consolidated annual financial statements, and therefore they should be read in conjunction with the
consolidated annual financial statements for the year ended 28 February 2019. Risk management continues to be carried
out throughout the group under policies approved by the respective boards of directors.
6.2 Fair value estimation
The information below analyses financial assets and financial liabilities, which are carried at fair value, by level of
hierarchy as required by IFRS 13. The different levels in the hierarchy are defined below:
Level 1
The fair value of financial instruments traded in active markets is based on quoted market prices at the reporting date.
A market is regarded as active if quoted prices are readily and regularly available from an exchange, dealer, broker,
industry group, pricing service, or regulatory agency, and those prices represent actual and regularly occurring market
transactions on an arm's length basis. The quoted market price used for financial assets held by the group is the
current bid price.
Level 2
Financial instruments that trade in markets that are not considered to be active but are valued (using valuation
techniques) based on quoted market prices, dealer quotations or alternative pricing sources supported by observable
inputs are classified within level 2. These include over-the-counter traded financial instruments. As level 2
investments include positions that are not traded in active markets and/or are subject to transfer restrictions,
valuations may be adjusted to reflect illiquidity and/or non-transferability, which are generally based on available
market information. If all significant inputs in determining an instrument's fair value are observable, the instrument
is included in level 2.
Level 3
If one or more of the significant inputs is not based on observable market data, the instrument is included in level 3.
Investments classified within level 3 have significant unobservable inputs, as they trade infrequently.
There have been no significant transfers between level 1, 2 or 3 during the year under review and the valuation
techniques and inputs used to determine fair values are similar to those disclosed in the consolidated annual financial
statements for the year ended 28 February 2018.
The fair value of financial assets and liabilities carried at amortised cost approximates their fair value, while those
measured at fair value in the statement of financial position can be summarised as follows:
Level 1 Level 2 Level 3 Total
Audited Rm Rm Rm Rm
28 February 2019
Assets
Cash, money market investments and other cash equivalents 252 252
Equity securities 1 29 30
252 1 29 282
Opening balance 679
Disposals (1 177)
Fair value gains 473
Currency translation adjustments 54
Liabilities
Derivative financial liabilities 1 25 26
Opening balance 39
Disposals (15)
Fair value gains (3)
Finance cost 4
28 February 2018
Assets
Equity securities 9 679 688
Opening balance 44
Transfer from associates to equity securities 700
Disposals (7)
Fair value gains 8
Exchange differences (66)
Liabilities
Derivative financial liabilities 39 39
Opening balance 94
Disposals (47)
Fair value gains (15)
Finance cost 7
7. Segmental reporting
The group is organised into four reportable segments, namely i) food, beverages and related services, ii) agri-related
retail, trade and services, iii) agri-inputs and iv) agri-production. The segments represent different sectors in the
broad agribusiness industry.
Headline earnings comprise recurring and non-recurring headline earnings. Recurring headline earnings (being a measure
of segment profit) is calculated on a see-through basis. Zeder's recurring headline earnings is the sum of its effective
interest in each of its underlying investments. The result is that investments which Zeder does not equity account or
consolidate in terms of accounting standards, are included in the calculation of recurring headline earnings.
Non-recurring headline earnings include the elimination of equity securities' see-through recurring headline earnings
not equity accounted, the related net fair value gains/losses and investment income (as recognised in the income
statement). Associates' and subsidiaries' once-off gains and losses are excluded from recurring headline earnings and
included in non-recurring headline earnings.
Segmental income comprises revenue and investment income, as per the income statement.
SOTP is a key valuation tool used to measure Zeder's performance. The SOTP value is calculated using the quoted market
prices for all JSE-listed investments, and market-related valuations for unlisted investments. These values will not
necessarily correspond with the values per the statement of financial position since the latter are measured using the
relevant accounting standards which include historical cost and the equity accounting method.
The chief operating decision-maker (executive committee) evaluates the following information to assess the segments'
performance:
Feb 19 Feb 18
Audited Rm Rm
Recurring headline earnings segmental analysis:
Segments
Food, beverages and related services 372 394
Agri-related retail, trade and services 115 102
Agri-inputs 124 110
Agri-production (7) (30)
Recurring headline earnings from investments 604 576
Net interest, taxation and other income and expenses (133) (102)
Recurring headline earnings 471 474
Non-recurring headline items 296 (49)
Headline earnings 767 425
Non-headline items (note 2) (678) (171)
Attributable earnings 89 254
SOTP segmental analysis:
Segments
Food, beverages and related services 7 076 10 169
Agri-related retail, trade and services 978 1 405
Agri-inputs 2 235 2 043
Agri-production 493 591
Cash and cash equivalents 254 111
Other net assets 109 108
Debt funding (1 500) (1 000)
SOTP value 9 645 13 427
SOTP value per share (rand) 5,64 7,85
Profit before tax segmental analysis:
Segments
Food, beverages and related services 818 479
Agri-related retail, trade and services 104 93
Agri-inputs 131 102
Agri-production (22) (156)
Management fees and other income and expenses (including impairments) (799) (114)
232 404
IFRS revenue (revenue and investment income) segmental analysis:
Segments
Food, beverages and related services 5 644 6 672
Revenue 5 599 6 621
Investment income 45 51
Agri-inputs 1 652 1 412
Revenue 1 636 1 398
Investment income 16 14
Agri-production 407 467
Revenue 406 466
Investment income 1 1
Unallocated investment income (mainly head office interest income) 28 11
IFRS revenue 7 731 8 562
8. Capital commitments, contingencies and suretyships
Apart from the surety referred to in note 4, capital commitments, contingencies and suretyships similar to those
disclosed in the consolidated annual financial statements for the year ended 28 February 2018 remained in effect during
the year under review.
9. Related-party transactions
Related-party transactions similar to those disclosed in the consolidated annual financial statements for the year ended
28 February 2018 took place during the year under review.
10. Events subsequent to the reporting date
No material event occurred between the end of the reporting year and the date of approval of the summary consolidated
financial statements.
11. Preparation
The summary consolidated preliminary financial statements were compiled under the supervision of the group financial
director, Mr JH le Roux, CA (SA), and have been audited by PricewaterhouseCoopers Inc., who expressed an unmodified
opinion thereon. The auditor also expressed an unmodified opinion on the consolidated annual financial statements from
which the summary consolidated financial statements were derived.
A copy of the auditor's report on the consolidated annual financial statements is available for inspection at the
company's registered office, together with the consolidated annual financial statements identified in the respective
auditor's reports.
The auditor's report does not necessarily report on all of the information contained in this announcement and/or
financial results. Shareholders are therefore advised that in order to obtain a full understanding of the nature of the
auditor's engagement they should obtain a copy of the auditor's report together with the accompanying financial
information from the issuer's registered office.
Signed on behalf of the board
Chris Otto Norman Celliers
Chairman Chief executive officer
Stellenbosch
16 April 2019
DIRECTORS
CA Otto(#) (Chairman), N Celliers* (CEO), JH le Roux* (FD), GD Eksteen(#), RM Jansen (appointed on 29 January 2019)(#),
WL Greeff, ASM Karaan(#), NS Mjoli-Mncube(#), PJ Mouton (JF Mouton retired on 20 November 2018)
* executive
# independent non-executive
COMPANY SECRETARY AND REGISTERED OFFICE
Zeder Corporate Services Proprietary Limited
2nd Floor, Ou Kollege, 35 Kerk Street, Stellenbosch, 7600
PO Box 7403, Stellenbosch, 7599
TRANSFER SECRETARY
Computershare Investor Services Proprietary Limited
Rosebank Towers, 15 Biermann Avenue, Rosebank, 2196
PO Box 61051, Marshalltown, 2107
SPONSOR
PSG Capital Proprietary Limited
AUDITOR
PricewaterhouseCoopers Inc.
Date: 16/04/2019 02:09:00 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.
Sharenet Sites 
