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Firm Intention and Category 1 Announcement: Disposal by Zeder of Zaad
ZEDER INVESTMENTS LIMITED
(Incorporated in the Republic of South Africa)
(Registration number: 2006/019240/06)
Share code: ZED
ISIN: ZAE000088431
LEI: 37890022AF5FD117D649
Main Board – General Segment
("Zeder" or "the Company")
FIRM INTENTION AND CATEGORY 1 ANNOUNCEMENT: DISPOSAL BY ZEDER OF ALL ITS
SHARES IN, AND SHAREHOLDER LOAN CLAIMS AGAINST, ZAAD HOLDINGS
Unless defined in the body of this Announcement, capitalised terms used in this Announcement
(including the heading) shall have the meanings ascribed to them in the Definitions section at the end
of this Announcement.
1. INTRODUCTION
Shareholders are advised that on 31 January 2026, the Company, through its wholly-owned
subsidiary, Zeder Financial Services Limited (ZFS), together with the Minority Sellers, entered into
the Sale Agreement with, inter alios, WIPHOLD Shelfco No. 1 Proprietary Limited (WIPHOLD),
Government Employees Pension Fund represented by the Public Investment Corporation SOC
Limited (PIC), Hybrid SPV Proprietary Limited, wholly-owned by Phatisa Food Fund 3 LLC and
Industrial Development Corporation of South Africa Limited (IDC) (collectively, the "Purchasers").
In terms of the Sale Agreement, ZFS and the Minority Sellers will sell up to 100% of their shares
in the issued share capital of Zaad Holdings Proprietary Limited (Zaad Holdings) (with any residual
interest being retained by management) together with the ZFS Shareholder Loan Claim against
Zaad Holdings to the Purchasers, for a Purchase Consideration of up to R1.42 billion (one billion,
four hundred and twenty million Rand) ("Disposal").
The Disposal by ZFS of its entire interest in Zaad Holdings (excluding the Minority Sellers and
Excluded Assets), comprises its economic interest of 97.19% of Zaad Holdings' shares in issue for
a consideration of R1.029 billion (one billion and twenty nine million Rand), and the face value of
the ZFS Shareholder Loan Claim against Zaad Holdings of R361 million (three hundred and sixty
one million Rand), for a total disposal consideration payable to ZFS of up to R1.39 billion (one
billion, three hundred and ninety million Rand).
Prior to the Disposal being implemented, the Excluded Assets, valued at approximately
R801 million (eight hundred and one million Rand) will either be sold separately or otherwise
restructured out of Zaad Holdings, on the basis set out in section 2 below and accordingly, the
Disposal excludes the Excluded Assets.
The Disposal is regarded as a disposal of the greater part of the assets or undertaking of ZFS in
terms of section 112 of the Companies Act. The Disposal also constitutes a disposal of the greater
part of the assets and undertaking of the Company being the holding company of ZFS with Zaad
Holdings indirectly constituting the greater part of the assets or undertaking of the Company, and
therefore constitutes an "affected transaction" as defined in section 117(1)(c)(i) of the Companies
Act and accordingly requires the approval of the TRP in terms of section 115 of the Companies
Act.
2. DESCRIPTION OF THE BUSINESS OF ZAAD HOLDINGS
Zaad Holdings is a strategic holding company that invests and operates in the specialised agri-
inputs industry with a focus on emerging markets, especially Africa, the Middle East and Eastern
Europe.
The Disposal by ZFS is in respect of all of its interests in Zaad Holdings, but shall exclude the
indirect shareholding of Zaad Holdings in the Excluded Assets. Following the implementation of
the Disposal, ZFS will continue to own (albeit indirectly via Zaad International (Mauritius)) circa
97.19% of the current 48.6% direct interest in May Seed. The remaining Excluded Assets (not
including May Seed) are in the final process of being disposed of to third parties with the conditions
precedent in respect thereof anticipated to be fulfilled prior the effective date of the Disposal.
3. RATIONALE FOR THE DISPOSAL
The Disposal is consistent with Zeder's strategy to maximise wealth for Shareholders.
4. SALIENT TERMS AND CONDITIONS
4.1. The Purchase Consideration
The Purchase Consideration (including the interests of the Minority Sellers) is based on a 100%
equity valuation of Zaad Holdings (excluding the Excluded Assets) and face value of the ZFS
Shareholder Loan Claim, aggregating to R1.42 billion (one billion, four hundred and twenty million
Rand) and includes a Vendor Loan of R62 million (sixty two million Rand) which shall not exceed
R100 million (one hundred million Rand) in totality. The Purchase Consideration (subject to
deductions, if any, of leakages and transaction-related costs borne by the Zaad Holdings group
of companies) is payable on the Effective Date, but for the Vendor Loan which is repayable by
the first anniversary of the Effective Date.
The portion of the Purchase Consideration payable to ZFS (including its portion of the Vendor
Loan) is R1.39 billion (one billion, three hundred and ninety million Rand) (subject to deductions,
if any, of leakages and transaction related costs borne by the Zaad Holdings group of
companies). The portion of the Purchase Consideration payable to ZFS comprises its economic
interest of 97.19% of Zaad Holding's shares in issue, for a disposal consideration of R1.029 billion
(one billion and twenty-nine million Rand) plus the ZFS Shareholder Loan Claim of R361 million
(three hundred and sixty-one million Rand). The Vendor Loan component of the Purchase
Consideration attributable to Zeder is R 61 million (sixty-one million Rand), and is repayable by
the first anniversary of the Effective Date.
4.2. Application of the Purchase Consideration
Zeder intends to distribute a significant portion of the Purchase Consideration to Shareholders,
after payment of transaction costs and all directly-related obligations and having regard to its
obligations set out in the terms and conditions of the Sale Agreement, which will be further
elaborated on in the Circular (as defined in paragraph 11 below).
4.3. Conditions Precedent
The Disposal is subject to the fulfilment or waiver, of the following material outstanding conditions
precedent ("Conditions Precedent"), by not later than 17h00 on the Longstop Date –
4.3.1. the Shareholders have passed the resolutions with the requisite majority approving the
Disposal in accordance with the provisions of section 112 read with section 115(2)(a) of the
Companies Act and as required in terms of the JSE Listings Requirements;
4.3.2. the receipt of the unconditional approval of the Disposal in writing by the relevant Competition
Authority/ies as may be applicable, or conditional approval on conditions which are
satisfactory to ZFS and the Purchaser;
4.3.3. all regulatory approvals and/or third-party approvals, consents, waivers and notifications
legally necessary for the implementation of the Disposal (other than the approval by the
Competition Authority/ies as contemplated above and the issuance of the compliance
certificate in terms of section 121(b) of the Companies Act by the TRP, but including the
requisite SARB approvals and the approval of the relevant lenders of Zaad Holdings) have
been obtained or made, as the case may be;
4.3.4. ZFS has delivered to the Purchaser written confirmation that the Restructure has been
implemented in accordance with its terms, as will be further elaborated on in the Circular;
4.3.5. within the period prescribed by section 164(7) of the Companies Act, no valid demands
(relating to the appraisal rights afforded to Shareholders in terms of section 164, read with
section 115 of the Companies Act) have been received by the Company from any Shareholder
in terms of that section read together with section 115(8) of the Companies Act, in relation to
the Disposal, or, if such a demand has been duly delivered, ZFS has waived this condition;
4.3.6. ZFS delivering to the Purchaser the signed audited financial statements of Zaad Holdings
group for the year ending 30 June 2025;
4.3.7. the conclusion of a written parent company guarantee by the Company to and in favour of the
Purchaser guaranteeing the obligations of ZFS in terms of the Sale Agreement and the EA
Seed Transaction, as will be further elaborated on in the Circular; and
4.3.8. the EA Seed Transaction has been concluded and has become unconditional in accordance
with its terms.
The Conditions Precedent in 4.3.1, 4.3.2 and 4.3.3 cannot be waived. The Conditions Precedent
in 4.3.4, 4.3.6, 4.3.7 and 4.3.8 may be waived by the Purchaser. The Condition Precedent in
4.3.5 can be waived by the ZFS. The Longstop Date for fulfilment of the Conditions Precedent
may be extended by mutual written agreement between the parties to the Sale Agreement.
5. EFFECTIVE DATE OF THE DISPOSAL
The Effective Date of the Disposal is on the 5 (fifth) business day after the last of the Conditions
Precedent is fulfilled or waived (to the extent legally permissible), as the case may be, or such
other date as agreed to between the parties to the Sale Agreement in writing, anticipated as being
on or around 29 May 2026.
The Disposal may not be implemented until the TRP has issued a compliance certificate in terms
of regulation 102(13)(b) of the Companies Regulations.
6. FINANCIAL INFORMATION
6.1. As at the close of business on 2 February 2026, Zeder's share price was trading at R1.15 per
share, which equates to a Zeder market capitalisation of R1.77 billion (one billion, seven hundred
and seventy million Rand) and a circa 32% or R816 million (eight hundred and sixteen million
Rand) discount to the published SOTP value of R1.68 per share or R2.59 billion (two billion, five
hundred and ninety million Rand) as on 31 August 2025. The SOTP value of Zaad Holdings, on
a stand-alone basis based on the Disposal, including the ZFS Shareholders Loan Claim and fair
value for the Excluded Assets, exceeds the aforementioned Zeder market capitalisation. The
Zeder board believes, considering the aforementioned and current Zeder cash balance of circa
R225 million (two hundred and twenty-five million Rand), not considered above, that the Disposal
reflects a respectable value realisation for Zaad Holdings (excluding the Excluded Assets), and
should unlock further value for Zeder Shareholders.
6.2. The value of Zeder's interest in Zaad Holdings included in Zeder's latest published financial
information comprising its unaudited condensed consolidated interim financial statements for the
six months ended 31 August 2025, was R2 billion (two billion Rand) (including the value of the
Excluded Assets) and excluding the ZFS Shareholder Loan Claim of R361 million (three hundred
and sixty one million Rand).
6.3. These unaudited condensed consolidated interim financial statements were prepared in terms of
IFRS Accounting Standards. The fair value loss, investment income and expenses attributable
to Zaad Holdings recognised in the aforementioned interim financial statements was a loss of
R144 million (one hundred and forty-four million Rand) for the reporting period.
7. WARRANTIES AND OTHER SIGNIFICANT TERMS OF THE AGREEMENT
7.1. The salient terms of the Sale Agreement will be included in the Circular as is required by, and in
compliance with, the provisions of the Companies Act and Companies Regulations, and the JSE
Listings Requirements.
7.2. The Sale Agreement contains representations, warranties, specific indemnities and undertakings
by ZFS and the Minority Sellers in favour of the Purchasers which are standard for a transaction
of this nature and, as is set out in the Sale Agreement which will be made available for inspection
by all Shareholders. The Purchasers have secured warranty and indemnity insurance which
policy covers a significant number of the warranties, on a no recourse basis, given by ZFS and
the Minority Sellers to and in favour of the Purchasers.
7.3. The Disposal is based on locked box accounts, and is subject to leakage and permitted leakage
provisions standard for a transaction of this nature.
7.4. The Company will issue a parent company guarantee to and in favour of the Purchaser in respect
of the obligations of ZFS in terms of the Sale Agreement and the EA Seed Transaction.
7.5. The Disposal is subject to material adverse change provisions, the terms of which will be included
in the Circular.
7.6. Full details of the Disposal will be set out in the Circular referred to in paragraph 11 below.
8. CLASSIFICATION OF THE DISPOSAL
8.1. Category 1 Transaction
The Disposal constitutes a category 1 transaction in terms of the JSE Listings Requirements.
The Disposal does not constitute a related party transaction in terms of the JSE Listings
Requirements.
8.2. Affected Transaction
The Disposal is regarded as a disposal of the greater part of the assets or undertaking of ZFS in
terms of section 112 of the Companies Act. The Disposal also constitutes a disposal of the
greater part of the assets and undertaking of the Company being the holding company of ZFS
with Zaad Holdings indirectly constituting the greater part of the assets or undertaking of the
Company, and therefore constitutes an "affected transaction" as defined in section 117(1)(c)(i) of
the Companies Act and requires the approval of the TRP in terms of section 115 of the
Companies Act. Accordingly, the Disposal requires that Shareholders pass the special resolution
approving the Disposal in accordance with the provisions of section 112 read with
section 115(2)(a) of the Companies Act.
8.3. Concert Parties
Zeder, ZFS, the Minority Sellers and the Purchasers are not acting in concert with any other
person in respect of the Disposal. The Minority Sellers shall not exercise any vote in respect of
the special resolution required in terms of section 112 read with section 115(2)(a) of the
Companies Act.
9. IRREVOCABLE BANK GUARANTEE
In accordance with regulation 111(4) and regulation 111(5) of the Companies Regulations and as
approved by the TRP, the Purchasers have provided irrevocable bank guarantees in respect of the
Purchase Consideration (excluding the Vendor Loan), issued by Nedbank Limited and The
Standard Bank of South Africa Limited to the TRP, which confirms that the Purchasers will have
sufficient cash resources in terms of regulation 111 of the Companies Regulations to satisfy
payment of the Purchase Consideration in respect of the Disposal.
10. INDEPENDENT BOARD
The Company has constituted an independent board which consists of Mr CA Otto, Mrs S Cassiem
and Mrs NS Mjoli-Mncube ("Independent Board"). The Independent Board will appoint an
independent expert in order to, inter alia, prepare a fair and reasonable opinion for the
Shareholders. The independent expert's fair and reasonable opinion, as well as the Independent
Board's recommendation to the Shareholders in relation to the Disposal, will be set out in the
Circular referred to in paragraph 11 below to be distributed to the Shareholders as required in
terms of the Companies Act and the Companies Regulations.
11. POSTING OF CIRCULAR AND NOTICE OF GENERAL MEETING
11.1. The information contained in this Announcement should be read in conjunction with the terms of,
and subject to, the full details of the Disposal and disclaimers to be contained in the circular to
the Shareholders, incorporating a notice convening the required general meeting of the
shareholders in order to consider and, if deemed fit, to pass, with or without modification, the
resolutions approving the Disposal set out therein ("Circular"). The salient dates and times of
the Disposal will be announced on SENS when the Circular is distributed.
11.2. The Circular is anticipated to be distributed to the Shareholders on or about 23 March 2026. A
copy of the Circular will also be made available on the Company's website
(https://www.zeder.co.za/investor-centre/) and the registered offices of the Company from the
date of distribution.
12. RESPONSIBILITY STATEMENTS
12.1. The Independent Board individually and collectively accepts full responsibility for the accuracy of
the information contained in this Firm Intention Announcement. In addition, the Independent
Board certifies that to the best of its knowledge and belief, the information contained in this Firm
Intention Announcement solely pertaining to the Company is true and, where appropriate, does
not omit anything that is likely to affect the importance of the information contained herein, and
that all reasonable enquiries to ascertain such information have been made.
12.2. The Zeder Board (excluding the members of the Independent Board) ("Board") individually and
collectively accepts full responsibility for the accuracy of the information contained in this Firm
Intention Announcement. In addition, the Board certifies that to the best of its knowledge and
belief, the information contained in this Firm Intention Announcement solely pertaining to the
Company is true and, where appropriate, does not omit anything that is likely to affect the
importance of the information contained herein, and that all reasonable enquiries to ascertain
such information have been made.
12.3. Each Purchaser accepts full responsibility for the accuracy of the information contained in this
Firm Intention Announcement insofar as it relates to it. In addition, each Purchaser certifies that,
to the best of its knowledge and belief, the information contained in this Firm Intention
Announcement solely pertaining to it is true and, where appropriate, does not omit anything that
is likely to affect the importance of the information contained herein, and that all reasonable
enquiries to ascertain such information have been made.
Stellenbosch, Western Cape
3 February 2026
Transaction Advisor and Sponsor
PSG Capital
Legal Advisor to Zeder Investments Limited
Bowmans
Legal Advisor to the Purchasers
Cliffe Dekker
Transaction Advisor to the Purchasers
Valeo Capital
Independent Sponsor
BSM Sponsors
DEFINITIONS
In this Announcement, unless the context indicates the contrary, the following expressions have the
meanings given to them below:
1. "Angata" means Angata Limitada, a private company with limited liability incorporated in Angola,
registration number 233/2015;
2. "Announcement" or "Firm Intention Announcement" means this firm intention announcement
and category 1 disposal announcement, dated 3 February 2026;
3. "Companies Act" means the Companies Act, No. 71 of 2008, as amended;
4. "Companies Regulations" means the Companies Regulations, 2011, promulgated under the
Companies Act, as amended from time to time;
5. "Competition Act" means the Competition Act No. 89 of 1998, as amended;
6. "Competition Authorities" means the commission established pursuant to Chapter 4, Part A of
the Competition Act or the tribunal established pursuant to Chapter 4, Part B of the Competition
Act or the appeal court established pursuant to Chapter 4, Part C of the Competition Act or the
Constitutional Court, as the case may be, and any competition authority in any other jurisdiction
(outside of South Africa) whose approval or consent may be required for the implementation of
the Disposal or any portion thereof;
7. "Disposal by ZFS" means the disposal by ZFS of the Disposal Shares and ZFS Shareholder
Loan Claim to the Purchasers in accordance with the terms and conditions of the Sale Agreement,
the material terms of which are set out in this Announcement;
8. "Disposal Shares" means 39,402,525 ordinary shares constituting an economic interest of
97.19% of the issued share capital of Zaad Holdings held by ZFS;
9. "EA Seed Group Companies" means each of EA Seed Group Limited, registration
number 167846, a company with limited liability duly registered and incorporated in Mauritius and
Syova Seeds (Zambia) Limited, registration number 120120103428, a company with limited
liability duly registered and incorporated in Zambia;
10. "EA Seed Transaction" means the conclusion and implementation of the transaction agreement
giving effect to Zaad International B.V acquiring 60% of the issued share capital of each of the EA
Seed Group Companies;
11. "Effective Date" means the 5 (fifth) business day after the last of the Conditions Precedent is
fulfilled or waived (to the extent legally permissible), as the case may be, or such other date as
agreed to between the Parties;
12. "Excluded Assets" means the following entities within the Zaad Holdings group of companies as
at the signature date of the Sale Agreement, and which are not forming part of the Disposal,
valued at approximately R801 million (eight hundred and one million Rand), based on Zeder's
latest published financial information comprising its unaudited condensed consolidated interim
financial statements for the six months ended 31 August 2025 and subject to the terms and
conditions of the signed transaction agreements with third parties applicable to the relevant
Excluded Assets –
i. May Seed;
ii. K2 Africa Business;
iii. Angata Limited; and
iv. Zaad International (Mauritius) (registration number C126518);
13. "IDC" means the Industrial Development Corporation of South Africa Limited (registration number:
1940/014201/06), which in turn is ultimately beneficially owned by the South African Government,
acting through the Department of Trade, Industry and Competition;
14. "Independent Board"" means those independent non-executive directors of the Company who
have been appointed as the independent board of the Company in respect of the Disposal, for
purpose of the Companies Act and the Companies Regulations, comprising of Mr CA Otto, Mrs S
Cassiem and Mrs NS Mjoli-Mncube;
15. "JSE Listings Requirements" means Listings Requirements of the JSE Limited;
16. "K2 Africa Business" means the indirect interest of Zaad Holdings in H&B Agro Services B.V.,
Agricultural Seeds and Services (Private) Limited, Klein Karoo Seed Marketing Zimbabwe
(Private) Limited, Klein Karoo Seed Marketing Mozambique Limitada and Klein Karoo Seed
Marketing Zambia Limited, being those entities within the Zaad Holdings group of companies
which are in the process of disposal to ETG Inputs Holdco, as announced on SENS on 26 March
2025;
17. "Longstop Date" means 17h00 on the date falling 6 (six) months after the signature date of the
Sale Agreement, or such other date as the parties to the Sale Agreement agree in writing on or
before such date;
18. "Minority Sellers" means each of James Richard Glenn, Henry Van Der Voort, Reghardt Van
Zyl, Simon Nyanhete, Henry Coetzer, Johannes Michiel Adriaan Louw, Petrus Johannes Hefer,
Zante Swart, Rene Nicolaas Josephus Rijs, Juan Pretorius, Bekker – Brand Investments
Proprietary Limited, Richard Bresler, Mukthar Shaik, K2018094722 (South Africa) Proprietary
Limited, Cameron Miller, Marcell Van Der Westhuizen and Anton Laubscher;
19. "May Seed" means May Agro Tohumculuk Sanayi ve Ticaret A.S. (registration number 41,370)
incorporated in Bursa, Turkey;
20. "Phatisa" means Hybrid SPV Proprietary Limited (registration number 2025/611288/07) a private
company incorporated and registered in accordance with the laws of South Africa, which is wholly-
owned by Phatisa Food Fund 3 LLC (Mauritius), which in turn is ultimately beneficially owned by
Phatisa Group Limited (Mauritius);
21. "PIC" means the Government Employees Pension Fund represented by the Public Investment
Corporation SOC Limited (registration number: 2005/009094/30), which in turn is ultimately
beneficially owned by the South African Government, acting through the Minister of Finance and
National Treasury;
22. "Purchase Consideration" means up to R1.42 billion (one billion, four hundred and twenty million
Rand);
23. "Purchasers" means WIPHOLD, the PIC, Phatisa, and the IDC;
24. "Restructure" means the internal restructure of Zaad Holdings to be implemented prior to the
implementation of the Disposal, which includes the carve-out, sale and/or restructure of the
Excluded Assets (and any assets, liabilities or business attributable to them), as the case may be;
25. "Sale Agreement" means the sale of shares and claims agreement concluded by, ZFS, the
Minority Sellers and the Purchasers, in terms of which, inter alia, ZFS will sell the Disposal Shares
and ZFS Shareholder Loan Claim to the Purchasers;
26. "SARB" means the Financial Surveillance Department of the South African Reserve Bank;
27. "SENS" means the Stock Exchange News Service of the JSE;
28. "Senior Management" means Antonie Jacobs, Tinus van Kampen and Reghardt van Zyl;
29. "Shareholders" means the shareholders of Zeder;
30. "SOTP" means the sum of the parts valuations of Zeder's unlisted investments valued internally
using appropriate valuation methods;
31. "TRP" means the Takeover Regulation Panel established in terms of section 196 of the
Companies Act;
32. "Vendor Loan" means the vendor loan by ZFS and the Minority Sellers to and in favour of the
Purchasers of R62 million (sixty-two million Rand) , and which shall not be greater than R100
million (one hundred million Rand);
33. "WIPHOLD" means WIPHOLD Shelfco No 1 Proprietary Limited (registration number
2021/107549/07) a private company incorporated and registered in accordance with the laws of
South Africa, which in turn is ultimately beneficially owned by the Women Investment Portfolio
Holdings Proprietary Limited;
34. "Zaad Holdings" means Zaad Holdings Proprietary Limited (registration number
1991/000478/07), a private company incorporated and registered in accordance with the laws of
South Africa, a subsidiary of ZFS;
35. "Zeder Board" means the board of directors of Zeder from time to time;
36. "ZFS" or "Zeder Financial Services" means Zeder Financial Services Limited (registration
number: 2010/006171/06), a public company incorporated in accordance with the laws of South
Africa, the shares of which are held solely by the Company; and
37. "ZFS Shareholder Loan Claim" means the shareholder loan claim of ZFS against Zaad Holdings
of approximately R361 million (three hundred and sixty-one million Rand).
Date: 03-02-2026 04:30:00
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The JSE does not, whether expressly, tacitly or implicitly, represent, warrant or in any way guarantee the truth, accuracy or completeness of
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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,
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