| Thu 26 Mar 2009, 17:45 | | ZED - Zeder - Circular To Zeder Shareholders Regarding Inter Alia A Proposed |
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ZED
ZED
ZED - Zeder - Circular To Zeder Shareholders Regarding Inter Alia A Proposed
Rights Offer And Renewal Of Cautionary Announcement
ZEDER INVESTMENTS LIMITED
Registration number: 2006/019240/06
Share Code: ZED
ISIN Number: ZAE000088431
("Zeder" or "the company")
CIRCULAR TO ZEDER SHAREHOLDERS REGARDING INTER ALIA A PROPOSED RIGHTS OFFER AND
RENEWAL OF CAUTIONARY ANNOUNCEMENT
1. Introduction
The board of directors of Zeder ("the Board") has resolved to proceed with
a renounceable rights offer in terms of which it is intended that the
company raises approximately R500 million from its shareholders, subject to
the requisite majority of Zeder shareholders approving those ordinary
resolutions in general meeting as set out in paragraph 5 below and any
other conditions which the Board in its discretion may impose ("proposed
rights offer"). In terms of the proposed rights offer, it is anticipated
that approximately 370 000 000 ordinary shares with a par value of 1 cent
each ("rights offer shares") will be offered for subscription to those
Zeder shareholders registered as such at the close of business on Friday, 8
May 2009 ("record date") on the basis of 60 rights offer shares for every
100 shares held on the record date at an issue price of 135 cents per
rights offer share (or such other price and basis as the Board may
determine appropriate). The proposed rights offer is not subject to any
minimum subscription amount being raised, nor will it be underwritten.
2. Rationale for the proposed rights offer
Zeder requires a fresh injection of capital in order to pursue certain
identified investment opportunities that current market conditions have
rendered attractive. This includes inter alia strengthening its position in
certain of its existing investments, such as KWV Limited ("KWV"), in terms
of which Zeder has made a cash offer to KWV shareholders to acquire up to a
maximum of 34.9% in KWV, as announced in the press on 7 March 2009 ("KWV
offer"). The Board also wishes to ensure that Zeder`s cash position is
sufficiently flush to take advantage of other investment opportunities that
will present themselves during the coming year, given current market
conditions.
3. Undertaking to follow rights
PSG Group Limited ("PSG Group") which holds approximately 38.36% or 234 494
482 shares in Zeder through its wholly-owned subsidiary, PSG Financial
Services Limited ("PSG Financial Services"), has provided Zeder with an
irrevocable undertaking to follow all of its rights, or such lesser number
of its rights so as not to exceed 49.99% in Zeder after implementation of
the proposed rights offer, or, should the waiver of a mandatory offer as
sought in terms of paragraph 5 below not be approved by the requisite
majority of Zeder shareholders, then such lesser number of its rights so as
not to trigger such a mandatory offer to Zeder shareholders.
4. Salient dates and times
The salient dates and time relating to the proposed rights offer are set
out below. Shareholders should note that such dates and times, and final
terms of the proposed rights offer will be announced on SENS on or about
Tuesday, 21 April 2009, and in the press on or about Thursday, 23 April
2009.
2009
Declaration data released on SENS Thursday, 26 March
Declaration data published in the press Friday , 27 March
Finalisation data released on SENS Tuesday, 21 April
Finalisation data published in the press Thursday, 23 April
Last day to trade in Zeder ordinary Thursday,30 April
shares in order to participate in the
rights offer (cum entitlement)
Listing of and trading in the letters of Monday, 4 May
allocation on the JSE commences at 09:00
on
Zeder ordinary shares commence trading ex- Monday, 4 May
rights on the JSE at 09:00 on
Record date for the rights offer Friday, 8 May
Rights offer opens at 09:00 on Monday, 11 May
Rights offer circular and form of Monday, 11 May
instruction posted to shareholders on
Certificated shareholders will have their Monday, 11 May
letters of allocation credited to an
electronic account held at the transfer
secretaries
Dematerialised shareholders will have Monday, 11 May
their accounts at their CSDP or broker
credited with their entitlement
Last day for trading letters of Friday, 22 May
allocation on the JSE
Listing of rights offer shares and Monday, 25 May
trading therein on the JSE commences
Rights offer closes at 12:00. Payment to Friday, 29 May
be made and form of instruction lodged by
certificated shareholders at the transfer
secretaries
Record date for the letters of allocation Friday, 29 May
Rights offer shares issued and posted to Monday, 1 June
shareholders in certificated form on or
about
CSDP or broker accounts in respect of Monday, 1 June
dematerialised shareholders will be
updated with rights offer shares and
debited with any payments due on Cubed
Results of rights offer announced on SENS Monday, 1 June
Results of rights offer published in the Tuesday, 2 June
press
Notes:
1. Unless otherwise indicated, all times are South African times, and are
subject to change. All changes will be announced on SENS and published
in the press.
2. Zeder shareholders may not dematerialise or rematerialise their Zeder
ordinary shares between Monday, 4 May 2009 and Friday, 8 May 2009,
both dates inclusive.
3. CSDPs to effect delivery in respect of dematerialised shareholders on
a delivery versus payment basis.
4. If you are a dematerialised Zeder shareholder you are required to
notify your duly appointed CSDP or broker of your acceptance of the
proposed rights offer in the manner and time stipulated in terms of
the custody agreement between yourselves. Dematerialised shareholders
are advised to contact their CSDP or broker as early as possible to
establish the cut off time for their acceptance of the proposed rights
offer per the aforementioned custody agreement as this may be earlier
than the closing date of the proposed rights offer.
5. Subject to the Board determining otherwise, Zeder shareholders will
not be entitled to make any excess applications for rights offer
shares.
6. The rights offer shares issued in terms of the proposed rights offer
will not be registered for purposes of the rights offer with the
Securities and Exchange Commission, Washington, D.C., the Canadian
Provincial Securities Commission, or the Australian Securities
Commission under the Australian Corporation Law, as amended.
Accordingly, the rights offer will not be made to or be open for
acceptance by persons with registered addresses in the United States
of America or any of its territories, dependencies, possessions or
commonwealths or in the District of Columbia or in the Dominion of
Canada or in the Commonwealth of Australia, its states, territories or
possessions. The CSDP or broker will ensure that where such persons
are holding Zeder ordinary shares in dematerialised form that the CSDP
or broker adheres to the above restrictions.
5. General Meeting
A general meeting of shareholders will be held at 09:00 at 1st Floor, Ou
Kollege, 35 Kerk Street, Stellenbosch on Wednesday, 15 April 2009 ("the
general meeting"). At such general meeting Zeder shareholders will be
requested to approve inter alia:
i. the variation of the general authority granted to the Board in terms
of Section 221(3) of the Companies Act (61 of 1973) (as amended) ("the
Act") at the annual general meeting of 20 June 2008 such that no
limitation be placed on the number of unissued shares under the
control of the directors in the case of the proposed rights offer
only. This will ensure that there is sufficient unissued ordinary
share capital under the control of the Board in order to implement the
proposed rights offer;
ii. the amending of Zeder`s management agreement with PSG Corporate
Services (Pty) Limited (i.e. PSG Manco), a wholly-owned subsidiary of
PSG Group, to ensure that the dilutive effect of a rights offer on the
net asset value (NAV) per share in terms of the formulae utilised for
the calculation of performance fees in terms of the management
agreement is ring-fenced in any year that a rights offer may be
undertaken; and
iii. the waiver of the making of a mandatory offer by PSG Group and/or PSG
Financial Services ("PSG") to Zeder shareholders in such circumstances
where, depending on the extent to which the proposed rights offer is
subscribed by Zeder shareholders, the following of its rights by PSG
Financial Services may constitute an affected transaction in terms of
the Securities Regulation Panel`s (SRP`s) Code on Takeovers and
Mergers in terms of Section 440C of the Act ("the ordinary
resolutions"). In this regard, Zeder shareholders are referred to the
SRP`s press announcement, appearing simultaneously in the press with
this announcement, in terms of which any Zeder shareholder who wishes
to object to the SRP granting a dispensation to PSG from having to
make such mandatory offer at the same price as the proposed rights
offer to Zeder shareholders in terms of Rule 8.7 of the Code, is
requested to make written representations to the SRP on or before
Monday, 6 April 2009.
6. Conditions to the finalisation announcement
The proposed rights offer is subject to inter alia the requisite majority
of shareholders approving those ordinary resolutions to be tabled at the
general meeting required for the implementation of the proposed rights
offer, and any other conditions which the Board may impose. A circular in
this regard, together with the relevant notice of general meeting, will be
posted to shareholders on Friday, 27 March 2009.
An announcement confirming the final terms and conditions (including any
changes thereto since this announcement in respect of the price and basis
as the Board may determine) pertaining to the proposed rights offer, as
well as the pro forma financial effects in respect thereof, will be made on
SENS on or about Tuesday, 21 April 2009, and in the press on or about
Thursday, 23 April 2009.
A circular to shareholders containing full details of the proposed rights
offer, as well as the pro forma financial information relating thereto, is
anticipated to be posted to shareholders on or about Monday, 11 May 2009.
7. Renewal of cautionary announcement
Zeder shareholders are referred to the cautionary announcement of 9 March
2009. The proposed rights offer may have a material effect on the price of
Zeder shares. Shareholders are accordingly advised to continue to exercise
caution when dealing in their Zeder shares until the further announcement
referred to in paragraph 6 above setting out the detailed pro forma
financial effects of the proposed rights offer is made.
Stellenbosch
26 March 2009
Lead Sponsor: Questco Sponsors (Pty) Limited
Corporate Adviser and Joint Sponsor: PSG Capital (Pty) Limited
Legal Adviser: Cliff Dekker Hofmeyr Inc.
Date: 26/03/2009 17:45:02 Produced by the JSE SENS Department.
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