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Declaration of special dividend
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”)
DECLARATION OF SPECIAL DIVIDEND
1. Introduction
Shareholders are referred to the Company’s SENS announcement dated 19 July 2019
and its subsequent circular to shareholders, issued on 29 August 2019 ("Circular"),
regarding the proposed disposal by Zeder’s wholly-owned subsidiary, Zeder Financial
Services Ltd, of its entire shareholding in Pioneer Food Group Ltd (“Pioneer Foods”) to
a subsidiary of PepsiCo, Inc., in terms of a scheme of arrangement by Pioneer Foods
(“Zeder Disposal”). At the Company’s general meeting held on 30 September 2019, the
Zeder Disposal was approved by 99.65% of votes exercised on the applicable
resolutions.
In its SENS announcement of 6 March 2020, the Company advised shareholders that
all conditions precedent to the implementation of the Zeder Disposal, as detailed in the
Circular, had been fulfilled and/or waived and, accordingly, that the Zeder Disposal had
become unconditional. Shareholders are advised that the Pioneer Foods scheme of
arrangement became operative on 23 March 2020, resulting in the implementation, on
the same date, of the Zeder Disposal.
In line with the Company’s announcement of 19 July 2019 and the Circular, Zeder has
used a portion of the cash consideration received by it pursuant to the Zeder Disposal
to settle all its debt and will, in addition, distribute a portion of this consideration to
shareholders by way of a special dividend.
2. Declaration of special dividend
Shareholders are hereby advised that the board of directors of the Company has
accordingly approved and declared a special gross dividend of 230.0 cents per share,
from income reserves (“Special Dividend”).
The Special Dividend amount, net of South African dividend tax of 20%, is 184.0 cents
per share for those shareholders who are not exempt from dividend tax or who are not
subject to a reduced rate in terms of any applicable agreement for the avoidance of
double taxation between South Africa and such shareholders’ country of residence.
There are 1 715 179 121 no par value Zeder ordinary shares in issue on this declaration
date. The Company’s income tax number is 9406891151.
The required South African Reserve Bank approval has been obtained for the
declaration of the Special Dividend.
Any shareholder who is in doubt as to his/her tax status or position or any other matter,
including, inter alia, any applicable exchange control requirement, should consult an
appropriate independent professional advisor in the relevant jurisdiction without delay.
The amount of the Special Dividend is slightly below the indicative intended range
communicated in the Circular, as the board has decided that, although no immediate
requirements exist, it would be prudent to retain additional cash reserves for the time
being given the material change in market conditions and circumstances due to Covid-
19. This will be reviewed on an ongoing basis to, inter alia, determine whether a further
amount may be distributed to shareholders in due course if deemed appropriate.
3. Salient dates
The salient dates for the Special Dividend are as follows:
Last day to trade cum dividend Tuesday, 21 April 2020
Trading ex dividend commences Wednesday, 22 April 2020
Record date Friday, 24 April 2020
Payment date Tuesday, 28 April 2020
Share certificates may not dematerialised or rematerialised between Wednesday,
22 April 2020 and Friday, 24 April 2020, both dates inclusive.
Certificated shareholders should note that dividend payments 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 (Pty) Ltd. 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 Special Dividend to be made
to them. The manner of payment to dematerialised shareholders remains unchanged.
Stellenbosch
1 April 2020
Transaction advisor and sponsor
PSG Capital
Date: 01-04-2020 02:56:00
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