To view the PDF file, sign up for a MySharenet subscription.

ZEDER INVESTMENTS LIMITED - Distribution of Circular and Notice of General Meeting

Release Date: 29/08/2019 16:36
Code(s): ZED     PDF:  
 
Wrap Text
Distribution of Circular and Notice of General Meeting

ZEDER INVESTMENTS LIMITED
(Incorporated in the Republic of South Africa)
(Registration number: 2006/019240/06)
Share code: ZED
ISIN: ZAE000088431
(“Zeder” or “the Company”)

DISTRIBUTION OF CIRCULAR AND NOTICE OF GENERAL MEETING

1.  INTRODUCTION

1.1.  Shareholders of Zeder (“Shareholders”) are referred to the announcement released
      by the Company on SENS on Friday, 19 July 2019 as well as the joint announcement
      of firm intention released by Pioneer Food Group Limited (“Pioneer Foods”), PepsiCo
      Inc (“PepsiCo”) and Simba Proprietary Limited, a wholly owned subsidiary of PepsiCo,
      (“PepsiCo Offeror”) on SENS on Friday, 19 July 2019 and in the press on Monday,
      22 July 2019 (“Firm Intention Announcement”), in which it was announced that
      Pioneer Foods and PepsiCo have entered into a transaction implementation
      agreement pursuant to which the PepsiCo Offeror has delivered notice to Pioneer
      Foods of its firm intention to make an offer to acquire the issued ordinary shares of
      Pioneer Foods (“Pioneer Ordinary Shares”), by way of a scheme of arrangement
      (“Scheme”) in terms of section 114 of the Companies Act 71 of 2008 (“Companies
      Act”) or a general offer (“Standby Offer”), at a cash consideration of ZAR110 (“Base
      Price”) plus certain dividend(s) per Pioneer Ordinary Share.

1.2.  The aforementioned offer made by the PepsiCo Offeror, which is set out in more detail
      in the Firm Intention Announcement, is referred to as the “Transaction”.

1.3.  The Base Price per Pioneer Ordinary Share, represents a premium of 56.5% to the 30-
      day volume weighted average traded price of Pioneer Ordinary Shares of ZAR70.31,
      as at 12 July 2019, being the last trading date prior to the date on which the Pioneer
      Foods cautionary announcement was published on SENS.

1.4.  Zeder, through its wholly owned subsidiary, Zeder Financial Services Limited, holds
      58 250 788 Pioneer Ordinary Shares (“Disposal Shares”) equivalent to 28.21% of the
      Pioneer Foods shares entitled to vote on the Scheme and the related Transaction
      resolutions.

1.5.  Shareholders are advised that, Zeder, PepsiCo and the PepsiCo Offeror have
      concluded an irrevocable undertaking (“Irrevocable Undertaking”), in terms of which
      Zeder has undertaken in favour of PepsiCo and the PepsiCo Offeror, subject to certain
      conditions precedent (“Irrevocable Undertaking Conditions”), to vote in its capacity
      as a shareholder of Pioneer Foods, in person or by proxy, all of the Disposal Shares
      in favour of the resolutions required and proposed by Pioneer Foods to approve the
      Scheme and the Transaction and to accept the Standby Offer, if made, which will result
      in Zeder disposing of the Disposal Shares to the extent that the Scheme or the Standby
      Offer becomes unconditional and are implemented (“Zeder Disposal”).

2.  DISTRIBUTION OF CIRCULAR AND NOTICE OF GENERAL MEETING

2.1.  A circular (“Circular”), detailing the Zeder Disposal, was distributed to Shareholders
      today, Thursday, 29 August 2019. The Circular also incorporates a notice convening a
      general meeting of Shareholders (“General Meeting”) for the purpose of considering,
      and, if deemed fit, passing, with or without modification, the resolutions contained in
      such notice.

2.2.  Notice is hereby given that the General Meeting will be held at 10:00 on Monday,
      30 September 2019 at Spier Wine Estate, Baden Powell Drive, Stellenbosch, to
      consider and, if deemed fit, to pass, with or without modification, the requisite
      resolutions required for the Zeder Disposal.

2.3.  The Circular is available in English only. Copies may be obtained during normal
      business hours from the registered office of the Company and from the offices of the
      Company’s sponsor, PSG Capital, from Thursday, 29 August 2019 until Monday,
      30 September 2019 (both days inclusive). A copy of the Circular will also be available
      on the Company’s website (www.zeder.co.za/Zeder-Circular-to-shareholders-29-
      August-2019).

3.  IMPORTANT DATES AND TIMES

    Shareholders are referred to the table below setting out important dates and times in
    relation to the General Meeting and the Zeder Disposal. Capitalised terms used in the
    table and notes below will have the meanings assigned to them in the Circular.

                                                                                         2019
      Notice record date, being the date on which a Shareholder
      must be registered in the Register in order to be eligible to
      receive the Notice of General Meeting on                              Friday, 16 August

      Circular incorporating the Notice of General Meeting and
      Form of Proxy, distributed to Shareholders on                       Thursday, 29 August

      Last day to trade Shares in order to be recorded in the
      Register to vote at the General Meeting (see note 2 below)
      on                                                                Tuesday, 17 September

      General Meeting record date, being the date on which a
      Shareholder must be registered in the Register in order to
      be eligible to attend and participate in the General Meeting
      and to vote thereat, by close of trade on                          Friday, 20 September

      For administrative reasons, Forms of Proxy in respect of the
      General Meeting to be received by the Transfer Secretaries
      by no later than 10:00 on                                        Thursday, 26 September

      Last date and time for Shareholders to give notice in terms
      of section 164 of the Companies Act to Zeder, objecting to
      the Special Resolution approving the Zeder Disposal by
      10:00 on                                                          Monday, 30 September

      Forms of Proxy not lodged with the Transfer Secretaries to
      be handed to the chairman of the General Meeting or the
      Transfer Secretaries at the General Meeting at any time
      before the proxy exercises any rights of the Shareholder at
      the General Meeting on                                            Monday, 30 September

      General Meeting held at 10:00 on                                  Monday, 30 September 

      Results of the General Meeting published on SENS on               Monday, 30 September

      Results of the General Meeting published in the South
      African press on                                                    Tuesday, 1 October

      If the Zeder Disposal is approved by Shareholders:

      Last date on which Shareholders who voted against the
      Special Resolution may require Zeder to seek court
      approval in terms of section 115(3)(a) of the Companies
      Act, but only if the Special Resolution was opposed by at
      least 15% of the voting rights exercised thereon, on                 Monday, 7 October

      Last date on which Shareholders who voted against the
      Special Resolution can make application to the court in
      terms of section 115(3)(b) of the Companies Act on                  Monday, 14 October

      Last date for Zeder to send objecting Shareholders notices
      of the adoption of the Special Resolution approving the
      Zeder Disposal, in terms of section 164 of the Companies
      Act, on                                                             Monday, 14 October

      If Shareholders do not exercise their rights in terms of
      section 115(3)(a) and section 115(3)(b) of the
      Companies Act:

      Receipt of the Takeover Panel Compliance Certificate in       once all of the conditions
      respect of the Zeder Disposal                                    to the Zeder Disposal
                                                                          have been fulfilled

      Finalisation announcement in respect of the Zeder Disposal    the earlier of the date on
      released on SENS on                                              which the Scheme has
                                                                       been finalised or the
                                                                        opening date of the
                                                                               Standby Offer

  Notes:

  1.   The above dates and times are subject to amendment at the discretion of Zeder, with
       the approval of the Takeover Panel (where required). Any such amendment will be
       released on SENS and published in the South African press.

  2.   Shareholders should note that as transactions in Shares are settled in the electronic
       settlement system used by Strate, settlement of trades take place three South African
       Business Days after such trade. Therefore, Shareholders who acquire Shares after
       close of trade on Tuesday, 17 September 2019 will not be eligible to attend, participate
       in and vote at the General Meeting.

  3.   Shareholders who wish to exercise their Appraisal Rights are referred to Annexure 8 to
       the Circular for purposes of determining the relevant timing for the exercise of their
       Appraisal Rights.

  4.   The exercise of Appraisal Rights may result in changes to the above salient dates and
       times and Shareholders will be notified separately of the applicable dates and times
       resulting from any such changes.

  5.   Shareholders who wish to exercise their right in terms of section 115(3) of the
       Companies Act, to require the approval of a court for the Zeder Disposal, should refer
       to Annexure 8 to the Circular which includes an extract of section 115 of the Companies
       Act. Should Shareholders exercise their rights in terms of section 115(3) of the
       Companies Act, the dates and times set out above may change, in which case an
       updated timetable will be released on SENS.

  6.   Dematerialised Shareholders, other than those with Own-name Registration, must
       provide their CSDP or Broker with their instructions for voting at the General Meeting by
       the cut-off time and date stipulated by their CSDP or Broker in terms of their respective
       Custody Agreements between them and their CSDP or Broker.

  7.   If the General Meeting is adjourned or postponed, the above dates and times will
       change, but Forms of Proxy submitted for the initial General Meeting will remain valid in
       respect of any such adjournment or postponement of the General Meeting.

  8.   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, the Companies Regulations and the
       JSE Listings Requirements, where applicable, and any such consents or dispensations
       must be specifically applied for and granted.
  
  9.   All dates and times indicated above are South African Standard Time.

Stellenbosch
29 August 2019

Sponsor and Transaction Adviser     Legal Adviser               Independent Sponsor

PSG Capital                         Cliffe Dekker Hofmeyr       Questco Corporate Advisory

Date: 29/08/2019 04:36:00
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.

Email this JSE Sens Item to a Friend.

Share This Story