ZEDER INVESTMENTS LIMITED - Category 2 Announcement: Disposal of Applethwaite Farm

Category 2 Announcement: Disposal of Applethwaite Farm

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 ANNOUNCEMENT: DISPOSAL OF APPLETHWAITE FARM


1.   INTRODUCTION

     The Company, through its wholly-owned subsidiary Zeder Financial Services Limited
     ("ZFS"), holds 87.1% of the issued shares of Zeder Pome Investments Proprietary
     Limited ("Pome Investments"), which in turn holds 100% of the issued shares of
     Capespan Agri Proprietary Limited ("CS Agri"). CS Agri comprises three primary farming
     production units as well as the Novo fruit packhouse operation situated in Paarl.

     Shareholders are advised that ZFS, through its direct and indirect subsidiaries Pome
     Investments and CS Agri, entered into an agreement with Vredenhof Beleggings
     Proprietary Limited, registration number 2022/723305/07 ("Purchaser"), to dispose of one
     of the primary farming production units, namely, Applethwaite ("APL Farming Business"),
     for a disposal consideration of R190 000 000 (one hundred and ninety million Rand)
     inclusive of VAT at 0% (zero percent) plus the value of the agricultural inputs on hand
     and the 2025 seasonal costs already incurred (which will not exceed the category 1
     threshold in terms of the JSE Listings Requirements) ("Purchase Consideration")
     ("Disposal").

     The beneficial owners of the Purchaser are the beneficiaries of the Sass and Emma Trust,
     namely, Josias Stephanus Beukes, Josias Serfaas Stephanus Beukes, Antoinette Carolina
     Beukes and Carolina Elizabeth Van Wyk.

2.   RATIONALE FOR THE DISPOSAL

     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.

3.   DISPOSAL CONSIDERATION

     The Purchaser will settle the Purchase Consideration on the date of registration of
     transfer of the immoveable properties of the APL Farming Business into the name of the
     Purchaser ("Transfer Date").

4.   APPLICATION OF THE DISPOSAL CONSIDERATION

     In terms of the Agreement, the Disposal Consideration will be paid to CS Agri as set out
     in paragraph 3 above. To the extent the respective boards of directors of CS Agri and
     Pome Investments declare and make payment of dividends (after the payment of
     transaction costs and all related obligations) then Zeder intends to distribute the majority
     of such dividends received to Shareholders once received.

5.   CONDITIONS PRECEDENT

     The Disposal is subject to the fulfilment or waiver (to the extent legally permissible), of, inter
     alia, the following material outstanding conditions precedent ("Conditions Precedent"):

     -   the approval of the Disposal by the relevant competition authorities unconditionally,
         or conditionally on terms and conditions reasonably acceptable to CS Agri and the
         Purchaser; and
     -   the written consent to the Disposal of applicable counterparties to certain material
         agreements with CS Agri.

     The last of the Conditions Precedent must be fulfilled or waived (to the extent legally
     permissible) by not later than 30 September 2024, which date may be extended by
     agreement between the parties in writing.

6.   TRANSFER DATE OF THE DISPOSAL

     The effective date of the transfer of the APL Farming Business will be the 10th business
     day following the fulfilment or waiver (to the extent legally permissible) of the last
     Condition Precedent, and the effective date of the transfer of the immoveable properties
     of the APL Farming Business will be on the Transfer Date, against payment of the
     Purchase Consideration.

7.   FINANCIAL INFORMATION

     The value of the net assets comprising the APL Farming Business as at 31 December
     2023, being the date of the last audited annual financial statements of CS Agri, was
     R255 600 000.

     The audited profits after tax attributable to the APL Farming Business for the period
     ended 31 December 2023, was R16 000 000, based on the audited annual financial
     statements of CS Agri for the year ending 31 December 2023, which were prepared in
     terms of IFRS.

8.   WARRANTIES AND OTHER SIGNIFICANT TERMS OF THE AGREEMENT

     The Agreement contains representations and warranties by Pome Investments in favour
     of the Purchaser which are standard for a transaction of this nature, but does not include
     any profit linked warranties.

9.   CLASSIFICATION OF THE DISPOSAL

     The Disposal constitutes a category 2 transaction in terms of the JSE Listings
     Requirements.

Stellenbosch
09 July 2024

Transaction Advisor and Sponsor
PSG Capital       

      

Date: 09-07-2024 11:30:00
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