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ZEDER INVESTMENTS LIMITED - Reviewed Condensed Results for the Year Ended 29 February 2024 and Special Dividend Declaration

Release Date: 24/04/2024 07:05
Code(s): ZED     PDF:  
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Reviewed Condensed Results for the Year Ended 29 February 2024 and Special Dividend Declaration

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

REVIEWED CONDENSED RESULTS FOR THE YEAR ENDED 29 FEBRUARY 2024 AND
SPECIAL DIVIDEND DECLARATION

1.   REVIEWED CONDENSED RESULTS FOR THE YEAR ENDED 29 FEBRUARY 2024

     SALIENT FEATURES

     • As at 29 February 2024, net asset value per share ("NAVPS") was R2.48, representing a
       decrease of 4.6% (or 12.0 cents per share) when compared to the NAVPS of R2.60 at
       28 February 2023. The decrease was mainly as a result of the payment of special dividends,
       countered by the net adjustments in the valuation of our unlisted investments during the year.

     • Other:

       o Attributable earnings per share improved from a loss of 12.1 cents to earnings of
         0.8 cents, mainly as a result of the previous year decrease in the listed KAL Group Limited
         ("KAL Group") share price at the date of unbundling in April 2022, countered by the net
         increase in the valuation of our unlisted investments during the year;
       o Headline earnings per share improved from a loss of 12.1 cents to earnings of 0.8 cents,
         mainly as a result of the aforementioned; and
       o Profit before taxation from continued operations per Zeder's consolidated income
         statement decreased by 28.9% from R38m in the previous year to R27m, mainly as a
         result of the reversal of impairment on loans and advances during the previous year.
       o An aggregate of 15.0 cents per share gross special dividends were paid during the year
         (2023: 102.5 cents per share gross special dividends, as well as the unbundling of KAL
         Group through a pro-rata dividend in specie in April 2022). No ordinary dividends were
         declared during the financial year ended 29 February 2024 (2023: nil).
       o At the close of business on Wednesday, 10 April 2024, Zeder's Sum-of-the-Parts value
         per share decreased from R2.48 to R2.29, mainly as a result of the special dividend of
         20.0 cents per share paid subsequent to year end.

     NOTEWORTHY TRANSACTIONS

     Effective 8 January 2024, the Company, through its wholly-owned subsidiary, Zeder Financial
     Services ("ZFS"), together with the minority shareholders of Capespan, disposed of all of its
     shares held in the issued share capital of Capespan (excluding Pome Investments), to 3 Sisters
     for a disposal consideration of R550m ("Disposal"). ZFS held 92.98% of the issued shares in
     Capespan and received a disposal consideration of R511m in cash on 5 February 2024.

     Following the implementation of the Disposal, the Company, through ZFS, together with minority
     shareholders, continue to own Pome Investments, comprising of the pome fruit primary
     production operations and the Novo fruit packhouse.

     To enable Zeder shareholders to participate in the windfall proceeds of the aforementioned
     Disposal, Zeder paid a gross special dividend of 20.0 cents per share subsequent to year-end
     on 18 March 2024.

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

     Following the aforementioned Disposal, Zeder has received several approaches from third
     parties regarding its remaining portfolio investments, namely the Pome Investments and Zaad.
     Zeder wishes to consider these approaches in a manner which is fair to such third parties and
     the respective management teams of the portfolio investments. It is for this reason that Zeder
     has appointed PSG Capital and Rabobank as co-advisors to consider any Zaad-specific
     approaches and potentially embark on formal processes where appropriate.

     Zeder anticipates that the evaluation of these approaches may take several months to finalise.

     BUSINESS ENVIRONMENT AND OUTLOOK

     The macro environment in which Zeder and its portfolio companies operate, remained relatively
     constrained during the year under review.

     South African agribusinesses in general remain downbeat about the business environment and
     this is reflected in the Agribusiness Confidence Index where the Q1 2024 reading is at 40 points,
     well below the neutral 50-point mark. New challenges on the weather front include the ongoing
     El Niño weather pattern that has led to drought conditions which are devastating the summer
     grains and oilseed regions. In addition, persistent inefficiencies at the ports, poor rail and road
     infrastructure, worsening municipal service delivery and risks to energy availability are factors
     driving the sentiment.

     We anticipate a continuation of the uncertainty and volatility in the markets that we operate in,
     in the short- to medium-term, especially ahead of the upcoming elections. Despite these
     challenges, Zeder remains well positioned with a stable balance sheet and cash resources.

2.   SPECIAL DIVIDEND DECLARATION

     Zeder's dividend policy remains to pay dividends conditional on the group having sufficient funds
     to fund its operations and growth plans (if required).

     Accordingly, shareholders are advised that the Zeder board has approved and declared a gross
     special dividend of 10.0 cents per share from income reserves ("Special Dividend"), subject to
     the required South African Reserve Bank approval being obtained for the declaration of the
     Special Dividend ("Condition").

     The Special Dividend amount, net of South African dividend tax of 20%, is 8.0 cents per share
     for those shareholders who are not exempt from dividend tax or who are not subject to a reduced
     rate in terms of any applicable agreement for the avoidance of double taxation between South
     Africa and such shareholders' country of residence.

     There are 1 540 160 354 no par value Zeder ordinary shares in issue on this declaration date.
     The Company's income tax number is 9406891151.

     The salient dates of this Special Dividend distribution are as set out below, on the basis that the
     Condition has been fulfilled by Tuesday, 14 May 2024:

       Declaration date                                 Wednesday, 24 April 2024
       Finalisation date anticipated to be on           Tuesday, 14 May 2024
       Last day to trade cum dividend                   Tuesday, 21 May 2024
       Trading ex-dividend commences                    Wednesday, 22 May 2024
       Record date                                      Friday, 24 May 2024
       Date of payment                                  Monday, 27 May 2024

     To the extent that the Condition is not fulfilled by Tuesday, 14 May 2024, a further
     announcement will be released by the Company to inform shareholders thereof and to provide
     an updated timetable in respect of the Special Dividend.

     Share certificates may not be dematerialised or rematerialised between Wednesday,
     22 May 2024 and Friday, 24 May 2024, both days inclusive.

     Any shareholder who is in doubt as to its tax status or position or any other matter, including,
     inter alia, any applicable exchange control requirement or the rate of dividend tax that may be
     applicable, should consult an appropriate independent professional adviser in the relevant
     jurisdiction without delay.

3.   RESULTS PRESENTATION

     Shareholders are invited to the results presentation, to be broadcast on YouTube at 10:00 a.m.
     on Wednesday, 24 April 2024.

     Presentation details:
     • view and listen mode;
     • link: https://youtube.com/live/bEqV22Pb4zo?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

4.   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 results
     ("Results") and does not contain full or complete details. The Results can be found at:
     https://senspdf.jse.co.za/documents/2024/JSE/ISSE/ZED/ZEDFY24.pdf

     A copy of the Results is also available for viewing on the Company's website at
     http://www.zeder.co.za/ZEDFY24.pdf

     Any investment decisions by investors and/or shareholders should be based on consideration
     of the Results as this information 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 financial results for the
     year ended 29 February 2024, which have been reviewed by the Company's auditor, Deloitte &
     Touche, who expressed an unmodified review conclusion thereon.

Stellenbosch
24 April 2024


                  Sponsor                                Independent Joint Sponsor
                 PSG Capital                                 Tamela Holdings

Date: 24-04-2024 07:05:00
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