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Category 2 announcement: Disposal by Zaad Holdings Proprietary Limited of shares in certain African businesses
ZEDER INVESTMENTS LIMITED
(Incorporated in the Republic of South Africa)
(Registration number: 2006/019240/06)
Share code: ZED
ISIN: ZAE000088431
LEI: 37890022AF5FD117D649
Main Board – General Segment
("Zeder" or "the Company")
CATEGORY 2 ANNOUNCEMENT: DISPOSAL BY ZAAD HOLDINGS PROPRIETARY LIMITED OF
SHARES IN CERTAIN AFRICAN BUSINESSES
Unless defined in the body of this Announcement, capitalised terms used in this Announcement
(including the heading) shall have the meanings ascribed to them in the Definitions section at the end
of this Announcement.
1. INTRODUCTION
The Company, acting through its wholly-owned subsidiary Zeder Financial Services which
indirectly controls ZARP, Bakker Brothers and Pristine Marketing (all subsidiaries or indirect
subsidiaries of Zaad Holdings), entered into Sale Agreements with the Purchaser (being ETG
Inputs) to dispose of its entire equity interests in the Disposal Assets, being the operations in
Zimbabwe, Mozambique and Zambia and including intellectual property rights of the Disposal
Assets held by Bakker Brothers in the Netherlands, for an aggregate disposal consideration of
ZAR 135 000 000 ("Disposal Consideration"), as one indivisible transaction ("Disposal"). The
beneficial owners of the Purchaser are ETC Group (ETG) and SABIC Agri-Nutrients Company.
The salient terms of the Sale Agreements are material in all respects, save as set out in this
Announcement.
2. RATIONALE FOR THE DISPOSAL
The Disposal is consistent with Zaad Holdings' strategic review to exit certain African jurisdictions
in light of various operational and economic challenges, specifically in Zimbabwe.
3. DISPOSAL CONSIDERATION
The Disposal Consideration payable to subsidiaries of Zaad Holdings in respect of the Disposal
Assets is R135 000 000 (one hundred and thirty five million Rand).
The Purchaser will discharge the Disposal Consideration as follows:
- ZAR118 000 000 (one hundred and eighteen million Rand) on the Effective Date; and
- the remaining balance of ZAR17 000 000 (seventeen million Rand) will be held in escrow for
a period of 12 months from the Effective Date, and paid to ZARP subject to the fulfilment of
the Conditions Subsequent.
4. APPLICATION OF THE PURCHASE CONSIDERATION
The Disposal Consideration will be applied to mainly settle and reduce debt obligations at Zaad
Holdings.
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 conclusion of each of the Sale Agreements in respect of the Disposal Assets and such
agreements becoming unconditional in accordance with their terms;
- the Disposal and all agreements and transactions contemplated thereby (to the extent
necessary) have been unconditionally approved by the competition authorities in the relevant
jurisdictions or on conditions reasonably acceptable to the parties;
- to the extent applicable, all consents, waivers and approvals are obtained from any third party
for the Disposal, including, inter alia, from any other regulatory authority, customers,
consultants, third party funders of the Disposal Assets and shareholders of the Disposal
Assets;
- the conclusion of a written agreement in terms of which the trademarks in respect of the
Disposal Assets are transferred by ZARP to the Purchaser; and
- the completion of internal restructurings in respect of the Disposal Assets.
The Conditions Precedent must be fulfilled by not later than 31 July 2025, which date may be
extended by the parties in writing.
6. EFFECTIVE DATE OF THE DISPOSAL
The effective date of the Disposal is on the last calendar day of the month in which the last of the
Conditions Precedent is fulfilled or waived (to the extent legally permissible), anticipated as being
31 July 2025.
Delivery and payment in respect of the Disposal will take place on the Effective Date as set out in
3 above.
7. FINANCIAL INFORMATION
The fair value loss realised by the Company relating to Zaad Holdings for the interim period as at
31 August 2024 already considered the approaches from third parties on the Disposal Assets and
as a result the Disposal Consideration aligns with the valuation of the Disposal Assets in the
published interim reported results of the Company for the interim period as at 31 August 2024. The
Disposal will therefore not have a material impact on the net asset value or the sum-of-the-parts
value of the Company.
The value of the net assets comprising the Disposal Assets in Zaad Holdings as at 30 June 2024,
being the date of the full year results of Zaad Holdings, was R440,233,000 (four hundred and forty
million two hundred and thirty three thousand Rand).
The profits after tax attributable to the Disposal Assets in Zaad Holdings, was R303,445,000 (three
hundred and three million four hundred and forty-five thousand Rand), based on the full year results
of Zaad Holdings for the year ended 30 June 2024, which were prepared in terms of IFRS. The
profits after tax is significantly impacted by net monetary gains as a result of the application of
IAS29 (hyperinflation accounting standard).
The recurring headline earnings, after eliminating the impact as a result of hyperinflation
accounting, attributable to the Disposal Assets in Zaad Holdings, was R65,724,000 (sixty-five
million seven hundred and twenty-four thousand Rand), based on the full year results of Zaad
Holdings for the year ended 30 June 2024.
8. WARRANTIES AND OTHER SIGNIFICANT TERMS OF THE AGREEMENT
The Disposal Sale Agreements contain limited representations, warranties and indemnities by
Zaad Holdings subsidiaries, being ZARP, Bakker Brothers and Pristine Marketing, pertaining
primarily to title warranties given in favour of the Purchaser, and does not include any profit linked
warranties.
9. CLASSIFICATION OF THE DISPOSAL
The Disposal constitutes a category 2 transaction in terms of the JSE Limited Listings
Requirements.
Stellenbosch, Western Cape
26 March 2025
Transaction Advisor and Sponsor
PSG Capital
DEFINITIONS
In this Announcement, unless the context indicates the contrary, the following expressions have the
meanings given to them below:
i. "Announcement" means this announcement dated 26 March 2025;
ii. "Agriseeds" means Agricultural Seeds and Service (Private) Limited, registration number
1778/1988, a private limited company duly incorporated under the laws of Zimbabwe, a subsidiary
of ZARP as to 80% (eighty percent);
iii. "Bakker Brothers" means Bakker Brothers Holding BV, 76705439, a company duly incorporated
under the laws of The Kingdom of the Netherlands, an indirect wholly owned subsidiary of Zaad
Holdings;
iv. "Conditions Subsequent" means in relation to Agriseeds only, obtaining certain regulatory
approvals and/or restructuring the Agriseeds business to the satisfaction of the parties;
v. "Disposal" means the disposal of the Disposal Assets by the relevant Zaad Holdings subsidiaries
to the Purchaser in accordance with the terms and conditions of the Sale Agreements, the material
terms of which are set out in this Announcement;
vi. "Disposal Assets" means as follows:
- in respect of KK Seed Zimbabwe, all of the shares held by ZARP and Pristine Marketing in
KK Seed Zimbabwe, comprising 100% (one hundred percent) of the total issued shares, at
a purchase price of R11 000 000 (eleven million Rand);
- in respect of KK Seed Zambia, all of the shares held by ZARP and Pristine Marketing in KK
Seed Zambia, comprising 100% (one hundred percent) of the total issued shares, at a
purchase price of R5 000 000 (five million Rand);
- in respect of KK Seed Mozambique, all of the shares held by ZARP in KK Seed
Mozambique, comprising 100% (one hundred percent) of the total issued shares, at a
purchase price of R2 000 000 (two million Rand);
- in respect of Agriseeds, all of the shares held by ZARP in Agriseeds being 100% (one
hundred percent) of the total issued shares, at a purchase price of R17 000 000 (seventeen
million Rand); and
- in respect of H&B Agro, all of the shares held by Bakker Brothers in H&B Agro, comprising
100% (one hundred percent) of the total issued shares, at a purchase price of R100 000 000
(one hundred million Rand);
vii. "ETG Inputs" means ETG Inputs HoldCo LTD, Registration Number 1853, a private company
limited by shares duly incorporated under the laws of Dubai International Financial Centre, United
Arab Emirates, whose address is Unit 905, Level 9, Index Tower, Dubai International Financial
Centre, UAE, the shareholders of which are ETC Group (ETG) and SABIC Agri-Nutrients Company;
viii. "H&B Agro" means H&B Agro-Services B.V., registration number 37056891, a private limited
company duly incorporated under the laws of the Kingdom of the Netherlands, a wholly owned
subsidiary of Bakker Brothers;
ix. "KK Seed Marketing Zimbabwe" means Klein Karoo Seed Marketing Zimbabwe (Private) Limited,
registration number 2563/2016, a private limited company duly incorporated under the laws of
Zimbabwe, 51% (fifty one percent) of the shares of which are held by Pristine Marketing and 49%
(forty-nine) thereof held by ZARP;
x. "KK Seed Zambia" means Klein Karoo Seed Zambia Limited, registration number 12002005041, a
private company limited by shares duly incorporated under the laws of Zambia, the shares of which
are held by ZARP (being 100% of the total issued shares);
xi. "KK Seed Marketing Mozambique" means Klein Karoo Seed Marketing Mozambique Limitada,
registration number 2563/2013, a private limited company duly incorporated under the laws of
Mozambique, a wholly owned subsidiary of ZARP
xii. "Pristine Marketing Private Limited" means Pristine Marketing (Private) Limited, with registration
number 15828/2006, a company duly incorporated under the laws of Zimbabwe, a wholly owned
subsidiary of ZARP;
xiii. "Sale Agreements" means the 5 (five) separate sale of shares agreements concluded with the
Purchaser in respect of all of the shares in the Disposal Assets, the salient terms of which are set
out in this Announcement and which are substantially the same in all material respects;
xiv. "Zaad Holdings" means Zaad Holdings Proprietary Limited (registration number 1991/000478/07)
a private company incorporated and registered in accordance with the laws of South Africa, a
subsidiary of Zeder Financial Services;
xv. "ZARP" means ZARP Proprietary Limited, with registration number 2000/002535/07, a company
duly incorporated under the laws of South Africa, a wholly owned subsidiary of Zaad Holdings; and
xvi. "Zeder Financial Services" means Zeder Financial Services Limited (registration
number: 2010/006171/06), a public company incorporated in accordance with the laws of South
Africa, the shares of which are held by the Company.
Date: 26-03-2025 11:20:00
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