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Classification in the general segment of the JSE Main Board
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")
CLASSIFICATION IN THE GENERAL SEGMENT OF THE JSE MAIN BOARD
1. INTRODUCTION
1.1. In Zeder's condensed unaudited interim results for the six months ended
31 August 2024 ("Interim Results"), the Company referred to the JSE Limited's ("JSE")
decision to split its Main Board into a Prime Segment and a General Segment
("Market Segmentation"), and indicated that, following prudent consideration of the
Market Segmentation framework, Zeder's board of directors ("Board") had resolved to
apply to the JSE for its listing to be transferred to the General Segment.
1.2. As mentioned in the Interim Results, the Market Segmentation forms part of the JSE's
ongoing efforts to ensure that the bourse is fair, efficient, transparent and competitive,
with the General Segment providing small and mid-cap JSE Main Board issuers with
more bespoke listing requirements, whilst maintaining investor confidence through
disclosure and appropriate safeguards.
1.3. Given where the Company is in its strategic journey, the Board believes that Zeder and
its shareholders will benefit from the increased flexibility offered by being listed in the
General Segment.
1.4. The Board is pleased to announce that Zeder's application has been approved by the
JSE with effect from Tuesday, 22 October 2024. Consequently, Zeder will be classified
as being listed in the General Segment of the JSE from that date.
2. APPLICATION OF PARAGRAPH 4.62 OF THE JSE LRs
In terms of paragraph 4.62 of the JSE Listings Requirements ("JSE LRs"), classification
in the General Segment will allow the Company to apply the following:
2.1. The obligation to release a results announcement dealing with condensed financial
statements or annual financial statements/summary financial statements within three
months does not apply.
2.2. No fairness opinion is required for related party corporate actions and transactions,
provided the related party corporate action agreement must be open for inspection for
a period of 14 days and the corporate action must be accompanied by a statement by
the independent members of the Board dealing with certain matters specified in the
JSE LRs.
2.3. Subject to the restriction referred to in paragraph 3.1.2 below, in respect of a specific
authority to repurchase securities from parties other than related parties, no
shareholders' approval in terms of paragraph 5.69(b) of the JSE LRs is required
provided it does not exceed 20% of the issuer's share capital in any one financial year.
2.4. Subject to the restriction referred to in paragraph 3.1.2 below, in respect of a general
authority to repurchase securities, no shareholders' approval in terms of
paragraph 5.72(c) of the JSE LRs is required.
2.5. A pre-listing statement is only triggered for share issuances exceeding 100% over a
three-month period.
2.6. Two years' historical financial information is required for the subject of a category 1
transaction.
2.7. The preparation of pro forma financial information is not required for transactions and
corporate actions, but rather a detailed narrative must be provided on the impact of the
transaction/corporate action on the financial statements.
2.8. Shareholders' approval and a circular are not required for transactions by a subsidiary
that is listed on the of the JSE.
2.9. The category 1 percentage ratio is 50% or more, which increases the category 2
threshold accordingly.
2.10. The material shareholder definition percentage ratio is 20%.
2.11. The small-related party transaction percentage ratio is less than or equal to 10%, but
exceeds 3%.
3. RESTRICTIONS IN ZEDER'S MOI
3.1. Shareholders are advised that, save as set out below, there are no provisions in the
Company's memorandum of incorporation ("MOI") that prohibit or limit the application
of the General Segment provisions in paragraph 4.62 of the JSE LRs:
3.1.1. paragraph 6.6.2 of the MOI prohibits the Company (subject to certain exceptions)
from issuing shares without shareholder approval. This provision of the MOI
accordingly prohibits Zeder's application of paragraph 4.62(c) of the JSE LRs, which
would otherwise have permitted a general issuance of shares for cash, without
shareholder approval, subject to certain provisions, of up to 10% of the Company's
issued share capital as at the date of each annual general meeting ("AGM")
("Paragraph 4.62(c)"); and
3.1.2. paragraph 19.2.1, read with paragraph 19.4.1, of the MOI, limits Zeder's application
of paragraphs 4.62(d) and (e) of the JSE LRs, in that the Company must also obtain
shareholder approval where it acquires its own shares from a prescribed officer of
the Company (and not only where such a repurchase would occur from a related
party, as referred to in paragraphs 4.62(d) of the JSE LRs) ("Paragraphs 4.62(d)
and (e)").
3.2. Accordingly, the Company's application of (i) Paragraph 4.62(c) will be prohibited; and
(ii) Paragraphs 4.62(d) and (e) be limited, until such limitations have been removed in
the MOI.
4. CONTINUING APPLICATION
4.1. The provisions of paragraph 4.62 of the JSE LRs, as set out above, have the specified
different application to the General Segment, with the remainder of the provisions of
the JSE LRs continuing to apply to Zeder.
4.2. Furthermore, where applicable, all current authorities as approved by shareholders at
the Company's 2024 annual general meeting will remain in force until the next annual
general meeting, after which the new requirements will apply.
Stellenbosch
18 October 2024
Sponsor Independent Joint Sponsor
PSG Capital Tamela Holdings
Date: 18-10-2024 03:25:00
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