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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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