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ZEDER INVESTMENTS LIMITED - Reviewed condensed financial results for the year ended 28 February 2025

Release Date: 24/04/2025 07:05
Code(s): ZED     PDF:  
Wrap Text
Reviewed condensed financial results for the year ended 28 February 2025

 ZEDER INVESTMENTS LIMITED
 (Incorporated in the Republic of South Africa)
 Registration number: 2006/019240/06
 Share code: ZED
 ISIN: ZAE000088431
 LEI code: 37890022AF5FD117D649
 Main Board – General Segment
 ("Zeder" or "the Company" or "the Group")


REVIEWED CONDENSED FINANCIAL RESULTS FOR THE YEAR ENDED 28 FEBRUARY 2025


1.   REVIEWED CONDENSED FINANCIAL RESULTS FOR THE YEAR ENDED
     28 FEBRUARY 2025

     SALIENT FEATURES

     • As at 28 February 2025, Zeder's net asset value per share ("NAVPS") was R1.77,
       representing a decrease of 28.6% (or 71.0 cents per share) when compared to the NAVPS
       of R2.48 at 29 February 2024. The decrease was mainly as a result of the special dividends
       of 61.0 cents per share paid and the downward adjustments in the valuation of Zaad,
       following the lower valuation of Zaad's associate investment in Turkey, the lower valuation of
       Zaad's African operations reported on as part of Zeder's interim results, countered by an
       improvement in the valuation of most South African seed and chemical operations.

     • Other:

       o Attributable earnings per share decreased from a profit of 0.8 cents per share in the
         previous year to a loss of 10.0 cents per share, mainly as a result of the downward
         adjustment in the valuation of our unlisted investments during the year;
       o Headline earnings per share decreased from a profit of 0.8 cents per share in the previous
         year to a loss of 10.0 cents per share, mainly as a result of the aforementioned;
       o Profit before taxation from continued operations per Zeder's consolidated income
         statement decreased from a loss of R21m in the previous year to a loss of R159m, mainly
         as a result of downward adjustment in the valuation of our unlisted investments during the
         year;
       o An aggregate of 61.0 cents per share gross special dividends were paid during the year
         (2024: 15.0 cents per share). No ordinary dividends were declared during the financial
         year ended 28 February 2025 (2024: nil);
       o At the close of business on Friday, 11 April 2025, Zeder's Sum-of-the-Parts ("SOTP")
         value per share amounted to R1.77, with cash increasing as a result of the further R54m
         special dividend received from Pome Investments, with the resultant decrease in the
         valuation of Pome Investments; and
       o Zeder's dividend policy remains to pay dividends conditional on the group having sufficient
         cash reserves to fund its operations and investees' growth plans (if required). Given the
         uncertainty and volatility in the world markets, the board has taken the decision not to
         declare a dividend at this time, but will consider declaring further dividends when
         appropriate.

     NOTEWORTHY TRANSACTIONS

     Category 2 disposals of individual pome assets
     The Company, through its wholly-owned subsidiary, Zeder Financial Services, holds 87.1% of
     the issued shares in Pome Investments, which in turn holds 100% of the issued shares in
     Capespan Agri. Capespan Agri comprised three primary farming production units as well as the
     Novo fruit packhouse operation situated in Paarl.
During November and December 2024, Zeder's indirect subsidiary, Capespan Agri, disposed of
the three primary farming production units, as well as the Novo fruit packhouse operation to
various third parties for a total consideration, received by Capespan Agri, of R713m (equates to
R621m for Zeder's 87.1% interest).

As a result, the respective boards of Capespan Agri and Pome Investments declared and paid
special dividends to its shareholders of which Zeder Financial Services received R484m during
the financial year. Zeder, in turn, declared and paid special dividends in aggregate of R477m
(31.0 cents per share) to shareholders in November and December 2024. Accordingly, Zeder's
SOTP valuation of Pome Investments has been adjusted to reflect the decrease in its net asset
value as a result of the special dividends received by Zeder.

Zeder Financial Services received a further special dividend of R54m from Pome Investments
subsequent to year-end on 19 March 2025.

The aforementioned disposals are consistent with Zeder's strategic review and pursuant to the
evaluation of approaches received by Zeder on its portfolio assets.

Proceeds from final earn-out payment
Effective 31 March 2022, the Company, through its wholly-owned subsidiary, Zeder Financial
Services, disposed of its interest in The Logistics Group. The transaction agreements made
provision for two additional earn-out payments. During December 2024, the final earn-out
payment of R30m was received in cash.

STRATEGIC FOCUS

Zeder's objective remains to maximise long-term wealth for its shareholders.

The Zeder board believes that the aforementioned disposals reflect a respectable value
realisation for the individual pome assets.

To the extent that special dividends were declared and paid by the respective boards of
Capespan Agri and Pome Investments, Zeder distributed the majority of such special dividends
received to Zeder shareholders.

The Zeder board remains engaged with third parties on Zaad and continues to assess further
wealth maximising strategies in a responsible way, which may include the disposal of individual
assets comprising the Zaad portfolio.

In this regard, Zeder announced on 26 March 2025 that the Company, through its subsidiaries
and indirect subsidiaries of Zaad, entered into separate sale of shares agreements with ETG
Inputs to dispose of its operations in Zimbabwe, Mozambique and Zambia, including the
intellectual property rights associated with said operations held by Bakker Brothers in the
Netherlands, as one indivisible transaction, for an aggregate consideration of R135m. The
aforementioned disposal is subject to outstanding conditions precedent and the effective date
is anticipated as being on or around 31 July 2025.

BUSINESS ENVIRONMENT AND OUTLOOK

The macro environment in which Zeder and its portfolio companies operate, remained relatively
constrained during the year under review, mainly due to volatile weather patterns, various risks
associated with global market dynamics and the continued conflicts in the Middle East and
Eastern Europe.

Zeder anticipates a continuation of the uncertainty and volatility in the markets that we operate
in the short to medium term. Despite these challenges, Zeder remains well positioned with a
stable balance sheet and sufficient cash resources.

2.   RESULTS PRESENTATION

     Shareholders are invited to the results presentation, to be broadcast on YouTube at 08:00 a.m.
     on Thursday, 24 April 2025.

     Presentation details:
     • view and listen mode;
     • link: https://youtube.com/live/HxauSKCGIPc?feature=share;
     • presentation slides will be made available on Zeder's website after the live broadcast of the
         presentation;
     • questions may be e-mailed prior to and during the presentation to: cosec@zeder.co.za

3.   SHORT-FORM ANNOUNCEMENT

     This short-form announcement ("Results Announcement") is the responsibility of the directors
     of the Company. It contains only a summary of the information in the reviewed full financial
     results for the year ended 28 February 2025 ("Results") and does not contain full or complete
     details. The Results can be found at JSE cloud link:
     https://senspdf.jse.co.za/documents/2025/JSE/ISSE/ZED/ZEDFY25.pdf

     A copy of the Results is also available for viewing on the Company's website at
     http://www.zeder.co.za/ZEDFY25.pdf

     Any investment decisions by investors and/or shareholders should be based on consideration
     of the Results as this Results Announcement does not provide all of the details.

     The content of this Results Announcement is derived from reviewed information, but is not itself
     reviewed. The Company has based this Results Announcement on the Results, which have
     been reviewed by the Company's auditor, Deloitte & Touche, who expressed an unmodified
     review conclusion thereon.

Stellenbosch
24 April 2025

                  Sponsor                                Independent Joint Sponsor
                 PSG Capital                                  BSM Sponsors

Date: 24-04-2025 07:05:00
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