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ZED
ZED
ZED - Zeder Investments Limited - Announcement regarding the disposal of Zeder`s
shareholding in KWV Holdings Limited to Hosken Consolidated Investments Limited
Zeder Investments Limited
Incorporated in the Republic of South Africa
(Registration number: 2006/019240/06)
Share code: ZED
ISIN: ZAE000088431
("Zeder" or "the company")
ANNOUNCEMENT REGARDING THE DISPOSAL OF ZEDER`S SHAREHOLDING IN KWV HOLDINGS
LIMITED ("KWV Holdings") TO HOSKEN CONSOLIDATED INVESTMENTS LIMITED ("HCI")
1. INTRODUCTION
Zeder shareholders are hereby advised that the board of directors of Zeder
has accepted an offer from HCI for the disposal of 21 788 844 issued
ordinary shares of KWV Holdings held by Zeder, constituting 31.8% of the
issued ordinary shares of KWV Holdings at the effective date ("the
disposal").
2. BACKGROUND INFORMATION
KWV Holdings is a commercial business focusing primarily on the wine and
brandy industry, both locally and abroad. The primary activities of KWV
Holdings are as follows:
2.1 the purchase of grapes and wine; distilling wine for processing and
maturation; selling products in the form of wine, brandy and other
distillates;
2.2 the sale, marketing and distribution of branded wine and brandy
products; and
2.3 the making and managing of investments in associated businesses.
3. ZEDER` RATIONALE FOR THE PROPOSED TRANSACTION
Zeder considered the HCI offer and the Zeder board is of the opinion that
such a cash offer for its stake in KWV Holdings represents a fair offer and
return on investment to Zeder.
4. PURCHASE CONSIDERATION
The purchase consideration payable by HCI to Zeder is R11.80 per KWV
Holdings share disposed by Zeder in terms of the disposal transaction.
The purchase consideration for the disposal of 21 788 844 issued ordinary
shares of KWV Holdings held by Zeder will be settled in cash by HCI today.
5. EFFECTIVE DATE
The effective date for the disposal of Zeder`s shareholding in KWV Holdings
is Monday, 7 February 2011.
6. CONDITIONS PRECEDENT
The disposal to HCI is not subject to any conditions precedent and will be
full and final upon receipt of the purchase consideration from HCI.
7. PRO FORMA FINANCIAL EFFECTS
The pro forma financial effects of the disposal of KWV Holdings are
presented for illustrative purposes only and because of their nature may
not give a fair reflection of Zeders` financial position after the
disposal.
The directors of Zeder are responsible for the preparation of the unaudited
pro forma financial information.
Set out below are the unaudited pro forma financial effects of the
disposal, based on the unaudited interim results for the six month period
ended 31 August 2010 for Zeder.
Unaudited Unaudited Change
before the after the (%)
disposal disposal
(cents) (cents)
Attributable earnings per share 9.9 16.6 67.7%
(basic and diluted)
Headline earnings per share (basic 9.3 8.8 (5.4%)
and diluted)
Recurring headline earnings per 12.7 12.5 (1.6%)
share
Net asset value per share 238.3 245.3 2.9%
Net tangible asset value per share 238.3 245.3 2.9%
Number of shares in issue (million) 978.1 978.1 -
Weighted average number of shares in 978.1 978.1 -
issue (million)
Notes:
1. The attributable earnings per share, headline earnings per share and
recurring earnings per share figures in the "Unaudited after the
disposal" column have been calculated on the basis that the disposal
was effected on 1 March 2010.
2. The net asset value per share and net tangible asset value per share
figures in the "Unaudited after the disposal" column have been
calculated on the basis that the disposal was effected on 31 August
2010.
3. The applicable taxation rate is assumed to be 28%.
4. The attributable earnings per share, headline earnings per share and
recurring earnings per share figures are calculated based on the
weighted average number of shares in issue at 31 August 2010.
5. The net asset value per share and net tangible asset value per share
figures are calculated based on the number of shares in issue at 31
August 2010.
6. The pro forma financial effects have been prepared on the assumption
that the disposal of the 21 788 844 KWV Holdings shares at a purchase
consideration of R11.80 per KWV Holdings share is paid in cash, and
the total purchase consideration being R257 108 359.
7. The proceeds of the disposal have been assumed to have been utilised
for the repayment of borrowings and the remainder invested in cash and
cash equivalents at Zeder`s average marginal return on excess funding.
8. CLASSIFICATION OF THE TRANSACTION
The disposal constitutes a Category 2 transaction in terms of the Listings
Requirements of the JSE Limited ("JSE").
Stellenbosch
7 February 2011
Sponsor
PSG Capital
Date: 07/02/2011 13:49:03 Produced by the JSE SENS Department.
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