| Wed 29 Apr 2009, 17:32 | | ZED - Zeder Investments Limited - Final Terms of Rights Offer and Withdrawal of |
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ZED
ZED
ZED - Zeder Investments Limited - Final Terms of Rights Offer and Withdrawal of
Cautionary Announcement
ZEDER INVESTMENTS LIMITED
Registration number: 2006/019240/06
Share Code: ZED
ISIN Number: ZAE000088431
("Zeder" or "the company")
FINAL TERMS OF RIGHTS OFFER AND WITHDRAWAL OF CAUTIONARY ANNOUNCEMENT
1. Introduction
Shareholders are referred to the SENS announcements of 26 March 2009 and 21
April 2009 in terms of which it was announced that the board of directors of
Zeder ("the Board") had resolved to proceed with a renounceable rights offer of
approximately R500 million ("the rights offer").
2. Final terms of the rights offer
2.1 The Board is pleased to announce that the terms and conditions
relating to the rights offer have been finalised, namely:
Total amount sought to R495 157 312
be raised in terms of
the rights offer
Total number of rights 366 783 194 ordinary shares
offer shares to be with a par value of 1 cent each
issued in the issued ordinary share
capital of the company
Ratio of entitlement 60 rights offer shares for
every 100 ordinary shares held
by a qualifying shareholder on
the record date per 4 below
Rights offer issue 135 cents per rights offer
price share
Excess applications Excess applications by
qualifying shareholders will be
allowed subject to the
underwritten rights offer
shares per 2.3 and 2.4 below
taking precedence
2.2 The issue price of 135 cents per rights offer represents a discount of
10.54% to the 60 day volume weighted average traded price of Zeder
ordinary shares on the JSE Limited ("JSE").
2.3 The rights offer has been partially underwritten by Coronation Asset
Management (Pty) Limited ("the underwriter") up to a maximum of 74 074
074 rights offer shares at the rights offer issue price (the
"underwritten rights offer shares") or R100 000 000. The Board has
resolved that to the underwriter`s right to subscribe for the
underwritten rights offer shares will take precedence over any / all
excess applications per 2.4 below. All suspensive conditions relating
to the underwriting agreement have been fulfilled.
2.4 Qualifying shareholders will be entitled to apply for excess
applications in respect of those rights offer shares that have not
been taken up on the closing date per 4 below, subject to such rights
offer shares first being allocated to the underwriter as underwritten
rights offer shares. Any rights offer shares that remain unallocated
thereafter shall then be allocated in terms of any excess applications
by the Board on an equitable basis.
2.5 PSG Group Limited, through its wholly-owned subsidiary PSG Financial
Services Limited ("PSG"), holding 38.36% or 234 494 482 issued
ordinary shares in Zeder, has provided Zeder with an irrevocable
undertaking to follow all of its rights in terms of the rights offer
(or such lesser number so as not to exceed 49.99% in Zeder after the
implementation of the rights offer).
2.6 All of the outstanding conditions precedent to the rights offer have
been fulfilled, including inter alia the approval by the requisite
majority of shareholders at the general meeting of shareholders held
on Wednesday, 15 April 2009, of the ordinary resolution amending 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 held last year, such that no limitation apply to the
number of unissued shares placed under the control of the directors
for the purposes of issuing and allotting the rights offer shares. The
company is accordingly now in a position to proceed with and implement
the rights offer.
3. Regulatory approvals
3.1 The Issuer Services Division of the JSE has approved the listings of:
- 366 783 194 renounceable (nil paid) letters of allocation
("LA`s"); and
- 366 783 194 rights offer shares to be issued pursuant to the
rights offer.
3.2 The South African Reserve Bank has granted the necessary exchange
control approval in respect of the rights offer.
3.3 The form of instruction in respect of the rights offer, together with
the rights offer circular, has been re-registered by the Registrar of
Companies in terms of Section 146(A) of the Act.
3.4 The nil paid letters of allocation will trade under the share code
"ZEDN" and ISIN number "ZAE000133591".
4. Salient dates and times
The salient dates and time as previously announced on SENS on 26 March 2009 have
been amended as follows:
2009
Declaration data released on SENS Thursday, 26 March
Declaration data published in the press Friday , 27 March
Finalisation data released on SENS Wednesday, , 29 April
Finalisation data published in the press Thursday, 30 April
Last day to trade in Zeder ordinary Friday, 8 May
shares in order to participate in the
rights offer (cum entitlement)
Listing of and trading in the letters of Monday, 11 May
allocation on the JSE commences at 09:00
on
Zeder ordinary shares commence trading ex- Monday, 11 May
rights on the JSE at 09:00 on
Record date for the rights offer Friday, 15 May
Rights offer circular and form of Monday, 18 May
instruction posted to shareholders on
Rights offer opens at 09:00 on Monday, 18 May
Certificated shareholders will have their Monday, 18 May
letters of allocation
credited to an electronic account held at
the transfer secretaries
Dematerialised shareholders will have Monday, 18 May
their accounts at their CSDP or broker
credited with their entitlement
Last day for trading letters of Friday, 29 May
allocation on the JSE
Listing of rights offer shares and Monday, 1 June
trading therein on the JSE commences
Rights offer closes at 12:00. Payment to Friday, 5 June
be made and form of instruction lodged by
certificated shareholders at the transfer
secretaries
Record date for the letters of allocation Friday, 5 June
Rights offer shares issued and posted to Monday, 8 June
shareholders in certificated form on or
about
CSDP or broker accounts in respect of Monday, 8 June
dematerialised shareholders will be
updated with rights offer shares and
debited with any payments due on (3)
Results of rights offer announced on SENS Monday, 8 June
Results of rights offer published in the Tuesday, 9 June
press
Refund cheques posted to holders of Wednesday, 10 June
certificated shares, if applicable, in
respect of unsuccessful excess
applications
Notes:
1. Unless otherwise indicated, all times are South African times.
2. Zeder shareholders may not dematerialise or rematerialise their Zeder
ordinary shares between Monday, 11 May 2009 and Friday, 15 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 shareholder you are required to notify your
duly appointed CSDP or broker of your acceptance of the 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 rights offer per the aforementioned custody agreement as
this may be earlier than the closing date of the rights offer.
5. Qualifying Zeder shareholders will be entitled to make excess applications
for rights offer shares.
6. The rights offer shares issued in terms of the 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. Pro forma financial information
The unaudited pro forma financial effects set out below have been prepared to
assist Zeder shareholders in assessing the impact of the rights offer on the
earnings per share ("EPS"), headline earnings per share ("HEPS"), net asset
value ("NAV") per share and tangible net asset value ("TNAV") per share. Due to
the nature of these pro forma financial effects, they are presented for
illustrative purposes only and may not fairly present Zeder`s financial
position, changes in equity, results of operations or cash flows after the
rights offer.
The unaudited pro forma financial effects have been prepared in terms of the
Listings Requirements and the Guide on Pro Forma Financial Information issued by
the South African Institute of Chartered Accountants. These unaudited pro forma
financial effects are the responsibility of the Board. The material assumptions
are set out in the notes following the table. The unaudited pro forma financial
effects set out below were reported on by PricewaterhouseCoopers Inc, whose
limited assurance report is included as Annexure 4 to the rights offer circular
to be posted to shareholders on or about Monday, 18 May 2009.
Pro forma financial effects
Audited Pro forma Unaudited Percentage
before adjustments pro forma change
the after the
rights rights
offer(1 offer
)
EPS and 27.7 (4.2) 23.5 (15.2%)
diluted
EPS
(cents)
(2)
HEPS and 25.2 (3.3) 21.9 (13.1%)
diluted
HEPS
(cents)
(2)
NAV per 282.3 (55.6) 226.7 (19.7%)
share
(cents)
(3)
TNAV per 282.3 (55.6) 226.7 (19.7%)
share
(cents)
(3)
Weighted 608 971 975 754
average
number of
shares in
issue
(`000) (4)
Ordinary 611 305 978 089
shares in
issue
(`000) (4)
Notes and assumptions:
1. Extracted from the published audited consolidated results of Zeder for
the year ended 28 February 2009;
2. For the purposes of calculating EPS and HEPS it was assumed that:
(a) the rights offer and the KWV offer was effected on 1 March 2008;
(b) R13.4m of the rights offer proceeds was utilized to increase the
Company`s stake in KWV in terms of the KWV offer, assuming
additional equity accounted earnings of R2.1m and headline
earnings of R1.6m (including amortisation of intangible assets of
R0.2m);
(c) the residual rights offer proceeds, amounting to R478.5m (after
transaction costs of R3.3m, including the underwriting commission
of R2.0m) was invested in a money market fund;
(d) an interest rate of 12.09% before taxation was applied to net
cash and cash equivalents raised in the rights offer and not
utilized in the KWV offer. The interest rate applied equates to
the average prime interest rate less 3% as per the average
interest rate received on cash balances in the money market
account utilised from the Company`s commercial bankers during the
period;
(e) an effective taxation rate of 24.1% was applied to the pro forma
adjustments as a result of only R8.1m of the adjusted total
expenses being deductable for tax purposes and the reversal of
the performance fee as explained in note (h) below;
(f) a liquid instrument management fee of 0.15% was accounted for in
regards to monies invested in a money market fund in terms of the
management agreement being net cash and cash equivalents raised
in the rights offer and not utilized in the KWV offer;
(g) a base management fee of 2% was accounted for in regards to
monies invested in KWV in terms of the management agreement;
(h) the performance fee in terms of the management agreement is based
on a formula driven by growth on the prior year`s audited NAV per
share. The formula is summarised in Annexure 9 to the rights
offer circular to be posted to shareholders on or about Monday,
18 May 2009. The performance fee for the period is reversed as a
result of the dilution in NAV per share following the rights
offer. By nature the performance fee is recurring. However, this
adjustment, which reflects the impact of a current year dilution
in NAV per share, is non recurring and will result in a lower
base NAV per share in the following year;
3. For the purposes of NAV per share and TNAV per share it was assumed
that:
(a) the rights offer and KWV offer was effected on 28 February 2009;
(b) R13.4m of the rights offer proceeds was utilized to increase the
Company`s stake in KWV in terms of the KWV offer;
(c) the residual rights offer proceeds, amounting to R478.5m (after
transaction costs) was invested in a money market fund;
(d) non-recurring transaction costs of R3.3 m (including the
underwriting commission of R2.0m) are assumed to have been paid
on 28 February 2009 and have been written off against share
premium; and
4. the number of shares in issue and weighted number of shares in issue,
excluding treasury shares, have been adjusted with the 366.8m shares
issued at 135 cents per share in terms of the rights offer, assuming a
full subscription.
4. Posting of circular
Per the salient dates and times as set out in 4 above, the rights offer
circular, together with form of instruction in respect of certificated
shareholders only, will be posted to qualifying shareholders on Monday, 18 May
2009.
5. Withdrawal of cautionary announcement
The cautionary announcement of 26 March 2009 is accordingly withdrawn and
shareholders are advised that they no longer need exercise caution when trading
their share in the company.
Stellenbosch
29 April 2009
Lead Sponsor: Questco Sponsors (Pty) Limited
Corporate Adviser and Joint Sponsor: PSG Capital (Pty) Limited
Independent reporting accountants and auditors: PricewaterhouseCoopers Inc.
Date: 29/04/2009 17:32:46 Produced by the JSE SENS Department.
The SENS service is an information dissemination service administered by the
JSE Limited (`JSE`). The JSE does not, whether expressly, tacitly or
implicitly, represent, warrant or in any way guarantee the truth, accuracy or
completeness of the information published on SENS. The JSE, their officers,
employees and agents accept no liability for (or in respect of) any direct,
indirect, incidental or consequential loss or damage of any kind or nature,
howsoever arising, from the use of SENS or the use of, or reliance on,
information disseminated through SENS.
