ZEDER INVESTMENTS LIMITED - Category 2 Announcement: Disposal of Novo Fruit Packers

Category 2 Announcement: Disposal of Novo Fruit Packers

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 NOVO FRUIT PACKERS

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 Dutoit Agri Proprietary Limited,
     registration number 1984/003173/07 ("Purchaser"), to dispose of the packhouse and
     cooling facility business known as Novo Fruit Packers ("Novo Fruit Packers"), for a disposal
     consideration of R195 000 000 (one hundred and ninety five million Rand) inclusive of
     VAT at 0% (zero percent) plus the value of the stock-on-hand (which shall be limited to
     a maximum value of R5 000 000 (five million Rand)) ("Purchase Consideration")
     ("Disposal"). For the avoidance of doubt the Purchaser and CS Agri have agreed that the
     Purchase Consideration will not exceed the category 1 threshold in terms of the JSE
     Listings Requirements.

     The beneficial owners of the Purchaser are the beneficiaries of the Fruitgrow Trust, GC du
     Toit IV Trust and PSF du Toit Trust, with the authorised persons being Frederick Hendrik
     du Toit, Gysbertus Christiaan du Toit and Petrus Stefanus Franscois du Toit.

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.   PURCHASE CONSIDERATION

     The Purchaser will settle the Purchase Consideration on the date of registration of
     transfer of the immoveable property of the Novo Fruit Packers into the name of the
     Purchaser ("Transfer Date").

4.   APPLICATION OF THE PURCHASE CONSIDERATION

     In terms of the Agreement, the Purchase 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 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 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 November 2024, which date may be extended by
          agreement between the parties in writing.

     6.   TRANSFER DATE OF THE DISPOSAL

          The Novo Fruit Packers will be transferred by CS Agri to the Purchaser on the Transfer
          Date against payment of the Purchase Consideration.

     7.   FINANCIAL INFORMATION

          The value of the net assets comprising the Novo Fruit Packers as at 31 December 2023,
          being the date of the last audited annual financial statements of CS Agri, was
          R214 500 000.

          The audited profits after tax attributable to the Novo Fruit Packers for the period ended
          31 December 2023, was R16 400 000, 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 CS Agri 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
30 July 2024

Transaction Advisor and
       Sponsor
     PSG Capital

Date: 30-07-2024 04:42:00
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