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Category 2 Disposal Announcement
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 DISPOSAL ANNOUNCEMENT
1. INTRODUCTION
Shareholders ("Shareholders”) are advised that the Company, through its wholly-owned
subsidiary Zeder Financial Services Limited (“ZFS”), entered into an agreement
(“Agreement”) with Zeder Africa Proprietary Limited (“Zeder Africa”) and ForAfric
Forestry Proprietary Limited (“Purchaser” or “ForAfric”), a company registered in the
Republic of Zambia ("Zambia”), in terms of which ZFS will dispose of all of its shares in
Zeder Africa, comprising 100% of Zeder Africa’s shares in issue (“Sale Shares”), to the
Purchaser for a disposal consideration of R160,000,000 (“Disposal Consideration”)
("Disposal”).
The beneficial owners of ForAfric are Elrick De Klerk, Nicholas Marthinus Jansen van
Rensburg, Pieter Jacobus Jansen Van Renburg, Duncan Dukhie and Beefco Holdings
Limited.
2. DESCRIPTION OF THE ASSETS
ZFS holds 100% of the issued shares in Zeder Africa, being the Sale Shares. Zeder Africa
holds 55.62% of the issued shares in Agrivision Africa (“Agrivision Africa”), an
investment holding company incorporated in Mauritius with agricultural investments in
Zambia. The principal activity of Agrivision Africa is the production and milling of
agricultural grain produce in Zambia.
3. RATIONALE FOR THE DISPOSAL
Agrivision Africa has been a challenging investment for Zeder due to a number of reasons
including, the volatility of the agricultural landscape in Zambia and certain operational and
macro challenges specific to Zambia over the past number of years. Zeder’s focus over
the past 24 months was on improving operational efficiencies and reducing debt at
Agrivision Africa, and these actions have now enabled a clean exit from the investment
on favourable terms. In this regard there is no provision for a downward adjustment of the
Disposal Consideration and no representations, warranties or indemnities have been
given by ZFS in favour of the Purchaser in respect of Agrivision Africa.
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, should the opportunity arise.
4. DISPOSAL CONSIDERATION
The Disposal Consideration has been paid into an escrow account in cash and will be
held in escrow until the closing date of the Disposal, subject to the fulfilment or waiver (to
the extent legally permissible) of the Conditions Precedent, as defined in paragraph 6
below, whereafter it will be released to ZFS.
5. APPLICATION OF THE DISPOSAL CONSIDERATION
As a result of limited opportunities in the sectors in which Zeder operates and to enable
Shareholders to participate in the windfall proceeds, Zeder intends to distribute the
majority of the Disposal Consideration to Shareholders once received, after payment of
transaction costs and all directly related obligations.
6. CONDITIONS PRECEDENT
The Disposal is subject to the fulfilment or waiver (to the extent legally permissible), of the
following outstanding conditions precedent (“Conditions Precedent”):
- that ZFS procures, and thereafter delivers to the Purchaser, the written consent to
the Disposal of the applicable counterparties to material agreements in a manner and
form, which is reasonably acceptable to the Purchaser. However, this Condition
Precedent may be waived by ZFS; and
- 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 Conditions Precedent must be fulfilled or waived (to the extent legally permissible)
by not later than 17h00 on 30 November 2022, which date may be extended by agreement
between the parties in writing.
7. EFFECTIVE DATE OF THE DISPOSAL
Delivery and payment in respect of the Sale Shares will take place on the 15th business
day following the date on which the Conditions Precedent are fulfilled or waived (to the
extent legally permissible).
The effective date of the Disposal is anticipated as being on or about 15 December 2022.
8. FINANCIAL INFORMATION
The value of Zeder’s interest in Zeder Africa included in Zeder’s latest published financial
results comprising its audited consolidated annual financial statements for the year ended
28 February 2022, was R146,000,000. These audited consolidated annual financial
statements were prepared in terms of International Financial Reporting Standards (IFRS).
The total fair value gain and dividend income attributable to Zeder Africa recognised in
the aforementioned annual financial statements were Rnil.
9. WARRANTIES AND OTHER SIGNIFICANT TERMS OF THE AGREEMENT
The Agreement contains representations and warranties by ZFS in favour of the
Purchaser in relation to Zeder Africa only, and no representations or warranties or
indemnities have been given by ZFS in respect of Agrivision Africa.
10. CLASSIFICATION OF THE DISPOSAL
The Disposal constitutes a category 2 transaction in terms of the JSE Limited Listings
Requirements.
Stellenbosch
29 August 2022
Transaction Advisor to Zeder and Sponsor Independent Joint Sponsor
PSG Capital Tamela Holdings
Transaction Advisor to ForAfric
Pangaea Securities Limited
Date: 29-08-2022 08:00:00
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