| Mon 6 Apr 2009, 17:15 | | ZED - Zeder Investments - Audited Results for the Year Ended 28 February 2009 |
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ZED
ZED
ZED - Zeder Investments - Audited Results for the Year Ended 28 February 2009
Zeder Investments Limited
Incorporated in the Republic of South Africa
Registration number: 2006/019240/06
Share code: ZED & ISIN: ZAE000088431
("Zeder" or "the company")
AUDITED RESULTS FOR THE YEAR ENDED 28 FEBRUARY 2009
Highlights
Net asset value per share R2,82 (up 9%)
Headline earnings per share 25,2c (down 29%)
Recurring headline earnings per share 24,4c (up 56%)
Highlights
Zeder`s recurring headline earnings per share increased to 24,4 cents (2008:
15,6 cents) as a result of the equity accounted earnings from its investments in
associated companies, which were predominantly accounted for as marked-to-market
profits in the previous year. The company`s objective remains to equity account
all of its investments which will result in less volatile earnings, whilst
improving its recurring headline earnings base.
Zeder`s equity accounted headline earnings from its investments in:
* Kaap Agri Limited ("Kaap Agri")
* KWV Limited
* MGK Business Investments Limited
* Agricol Holdings Limited and
* Thembeka Agri Holdings (Proprietary) Limited ("KLK Landbou Limited")
amounted to R159,8m (2008: R71,6m) for the year ended 28 February 2009.
Results
Zeder`s investment portfolio increased by 24% to R1 694,5m as at 28 February
2009. Zeder`s net profit after tax and headline earnings for the reporting
period amounted to R168,6m (2008: R207,6m) and R153,4m (2008: R206,5m)
respectively. Zeder`s net asset value per share increased by 9% to R2,82 as at
28 February 2009. The Zeder value per share is R1,92 calculated on the basis of
the unlisted market prices of its investments as at 28 February 2009.
During the reporting period Kaap Agri and Pioneer Food Group Limited ("Pioneer")
had rights offers of R100m and R500m respectively. Zeder followed its rights
under the Kaap Agri offer and now has a 34,3% shareholding in this company.
Zeder entered into an underwriting agreement with Pioneer whereby it underwrote
R360m of the rights issue. As a result, Zeder subscribed for 2,3 million shares
in Pioneer for R57,8m. During the reporting period Zeder sold all its shares in
Pioneer at a profit.
Where Zeder equity accounts its investments, the book value of the investments
is tested for potential impairment at each reporting period. Zeder has tested
for potential impairment at year end and the directors are satisfied that
Zeder`s investments in associated companies are fairly stated.
Proposed rights offer
The board of Zeder has resolved to proceed with a renounceable rights offer in
terms of which it intends to raise approximately R500m in cash from shareholders
by offering for subscription approximately 370 000 000 Zeder shares at an issue
price of 135 cents each ("the proposed rights offer shares") on the basis of 60
proposed rights offer shares for every 100 Zeder shares held on the record date.
The board is of the view that the proposed rights offer will provide Zeder with
the necessary cash resources to pursue attractive identified investment
opportunities.
Full details of the proposed rights offer, including the financial effects, will
be provided in a rights offer circular to be posted to shareholders in due
course, together with the necessary announcement confirming the final terms of
such proposed rights offer.
Prospects
We continue to acquire quality assets in the agricultural and related sectors at
a discount to their intrinsic value and, in so doing, will grow Zeder`s
recurring headline earnings and intrinsic value.
Audited financial statements
PricewaterhouseCoopers Inc. has audited the results for the year ended 28
February 2009 and their unqualified audit opinion is available on request at the
company`s registered office.
Dividend
The directors of Zeder have declared a dividend of 7 cents per share (2008: 5
cents) in respect of the year ended 28 February 2009.
The following are the salient dates for the payment of the ordinary dividend:
Last day to trade cum dividend Thursday, 30 April 2009
Trading ex dividend commences Monday, 4 May 2009
Record date Friday, 8 May 2009
Date of payment Monday, 11 May 2009
Share certificates may not be dematerialised or rematerialised between Monday, 4
May 2009, and Friday, 8 May 2009, both days inclusive.
On behalf of the Board
Jannie Mouton Antonie Jacobs
Chairman Chief executive officer
Stellenbosch
6 April 2009
Condensed group income statement
for the year ended 28 February
2009 2008
Notes Rm Rm
Income
Investment income 24,9 47,7
Fair value gains and losses on financial 20,5 154,8
instruments
Other operating income 7,4 0,5
Total income 52,8 203,0
Expenses
Management fee 3 (35,6) (25,7)
Performance fee 3 (19,9) (20,6)
Other (2,4)
Total expenses (57,9) (46,3)
Results of operating activities (5,1) 156,7
Finance costs (3,6)
Income from associates 175,0 72,7
Net income before tax 166,3 229,4
Taxation 4 2,3 (21,8)
Net income of the group 168,6 207,6
Attributable to equity holders of the company 168,6 207,6
Non-headline items 5 (15,2) (1,1)
Headline earnings 153,4 206,5
Earnings per share (cents)
- attributable/diluted attributable 27,7 35,6
- headline/diluted headline 25,2 35,4
Dividend per share (cents)
- final 7,0 5,0
Contribution to headline earnings
2009 2008
Rm Rm
Recurring headline earnings 148,8 91,1
Equity accounted earnings from associates 159,8 71,6
Investment and other income 20,3 41,2
Management fee (31,3) (21,7)
Non-recurring headline earnings 4,6 115,4
Net marked-to-market profits 18,5 132,9
Net underwriting fee 3,6
Performance fee (17,5) (17,5)
Total headline earnings 153,4 206,5
Statistics
Recurring headline earnings per share (cents) 24,4 15,6
Condensed group balance sheet
at 28 February
2009 2008
Notes Rm Rm
Assets
Investment in associated companies 2 1 445,3 1 152,1
Financial assets
Equity securities 249,2 214,4
Loans and advances 38,7 72,5
Income tax receivable 4 2,8 1,0
Receivables 0,7
Cash and cash equivalents 27,9 164,5
Total assets 1 764,6 1 604,5
Equity
Ordinary shareholders` funds 1 725,4 1 566,4
Total equity 1 725,4 1 566,4
Liabilities
Trade and other payables 39,2 38,1
Total liabilities 39,2 38,1
Total equity and liabilities 1 764,6 1 604,5
Net asset value per share (cents) 282,0 259,0
Condensed statement of changes in owners` equity
for the year ended 28 February
2009 2008
Rm Rm
Ordinary shareholders` equity at beginning of period 1 566,4 1 282,9
Shares issued 14,6 87,4
Net income for the period 168,6 207,6
Dividend paid (30,3) (11,5)
Share of movement in reserves of associated companies 6,1
Step acquisition from equity securities to investment
in associated companies
- Reversal of previous fair value gains after
taxation on equity securities (156,8)
- Revaluation of assets and liabilities of associated
companies 156,8
Ordinary shareholders` equity at end of period 1 725,4 1 566,4
Condensed group cash flow statement
for the year ended 28 February
2009 2008
Rm Rm
Cash generated by operations 16,1 46,8
Taxation paid (1,8) (8,5)
Net cash flow from operating activities 14,3 38,3
Net cash flow from investment activities (120,6) (399,7)
Net cash flow from financing activities (30,3) (11,5)
Net decrease in cash and cash equivalents (136,6) (372,9)
Cash and cash equivalents at beginning of period 164,5 537,4
Cash and cash equivalents at end of period 27,9 164,5
Notes to the condensed financial statements
for the year ended 28 February
1. Basis of presentation and accounting policies
The condensed financial statements have been prepared in terms of International
Financial Reporting Standards (IFRS), IAS 34 - Interim Financial Reporting and
in compliance with the Listing Requirements of the JSE Limited. The accounting
policies used in the preparation of the abridged financial statements are
consistent with those used in the financial statements for the year ended 29
February 2008.
2. Investment in associated companies
2009 2008
Rm Rm
Book value
Unlisted 1 445,3 1 152,1
3. Management and performance fees
The management fee is calculated at 2% p.a. (exclusive of VAT) on the net asset
value of the group (excluding cash)at the end of every month and 0,15% p.a.
(exclusive of VAT) on the daily average cash balances. The management fee is
accrued at the end of every month. The performance fee is calculated on the last
day of the financial year at 10% p.a. on the outperformance of the group`s net
asset value above the equally weighted FTSE-JSE Beverage Total Return Index and
the FTSE-JSE Food Producers Total Return Index over any financial year. The
performance fee is accrued at each year end.
4. Taxation
Taxation is provided on the net fair value adjustments to the company`s
investment portfolio, using an effective capital gains tax rate of 14%. Other
income is taxed at 28%, net of the apportioned management expenses.
5. Non-headline items
2009 2008
Rm Rm
Non-headline items of associated companies (after 15,2 1,1
tax)
5. Commitments and contingencies
The company did not have any capital commitments or contingencies at 28 February
2009.
6. Related-party transactions
The fee expenses were incurred with PSG Group Limited in terms of agreements in
place.
Directors: JF Mouton (chairman), AE Jacobs* (CEO), CA Otto, MS du Pre le Roux3,
LP Retief3 (* executive 3 independent non-executive)
Secretary and registered office: PSG Corporate Services (Pty) Limited
1st Floor, Ou Kollege, 35 Kerk Street, Stellenbosch, 7600
PO Box 7403, Stellenbosch, 7599
Transfer secretaries: Link Market Services South Africa (Pty) Limited, 11
Diagonal Street, Johannesburg, 2001, PO Box 4844 Johannesburg, 2000
Sponsor: PSG Capital (Pty) Limited
Date: 06/04/2009 17:15:01 Produced by the JSE SENS Department.
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