Zeder Investments Limited (JSE:ZED) News - Finalisation Announcement in Respect of the Zeder Unbundling

ZEDER INVESTMENTS LIMITED
(Incorporated in the Republic of South Africa)
(Registration number: 2006/019240/06)
Share code: ZED
ISIN: ZAE000088431
LEI: 37890022AF5FD117D649
(“the Company” or “Zeder”)

FINALISATION ANNOUNCEMENT IN RESPECT OF THE ZEDER UNBUNDLING

Shareholders are referred to the announcement released by the Company on the Stock Exchange
News Service (“SENS”) on 28 February 2022 (“Declaration Announcement”) regarding the
unbundling of the Company's shareholding in Kaap Agri Limited (“Kaap Agri”) (“Zeder Unbundling”).
In particular, the Company intends to unbundle 31 286 956 Kaap Agri no par value ordinary shares
(“Kaap Agri Distribution Shares”), comprising approximately 42.2% of the total issued share capital
of Kaap Agri, to shareholders of Zeder (“Shareholders”) by way of a pro rata distribution in specie,
in the ratio of 1 Kaap Agri share for every 49.22692 Zeder shares held by Shareholders on the record
date of the Zeder Unbundling (“Zeder Unbundling Record Date”) (“Distribution Ratio”).

Terms appearing in title case and that are not otherwise defined herein, shall bear the meanings
ascribed to those terms in the Declaration Announcement.

Zeder is pleased to announce that the required exchange control approval for the declaration of the
distribution in specie in terms of the Zeder Unbundling has been obtained from the Financial
Surveillance Department of the South African Reserve Bank and that, accordingly, the Zeder
Unbundling Condition (as defined in the Declaration Announcement) has now been fulfilled.

Accordingly, the salient dates for the Zeder Unbundling, as set out in the Declaration Announcement
have been amended and accelerated. The relevant dates are set out below:

                                                                                              2022

 Last day to trade in Zeder shares in order to be recorded in the                Tuesday, 29 March
 securities register of Zeder to participate in the Zeder Unbundling

 Trading ex entitlement to participate in the Zeder Unbundling to              Wednesday, 30 March
 commence on 

 Announcement in respect of the apportionment of base cost and                  Thursday, 31 March
 market value of shares (for tax purposes) as well as cash value of
 fractional entitlements applicable to the Zeder Unbundling to occur
 by 11:00 a.m. on

 Zeder Unbundling Record Date on                                                   Friday, 1 April

 Announcement of Zeder’s closing share price to occur after market                 Friday, 1 April
 close on the Zeder Unbundling Record Date on

 Implementation of Zeder Unbundling (CSDP or Broker accounts                       Monday, 4 April
 updated to reflect the Kaap Agri Distribution Shares, alternatively,
 statements of allocation issued in respect of applicable Kaap Agri
 Distribution Shares)

Note:

(i)   Share certificates may not be dematerialised or rematerialised between Wednesday, 30 March 2022 
      and Friday, 1 April 2022, both dates inclusive.

Shareholders are referred, inter alia, to paragraphs 3.2, 3.3, 3.4, 3.5 and 3.7 of the Declaration
Announcement, dealing with the implementation of the Zeder Unbundling, the treatment of fractional
entitlements, tax considerations in relation to the Zeder Unbundling and related aspects.

Shareholders are also referred to the disclaimers included in the Declaration Announcement, which
apply equally to this announcement.

Exchange Control

The Exchange Control Regulations provide for restrictions on the exportation of capital from the
Common Monetary Area. The Common Monetary Area consists of South Africa, the Republic of
Namibia and the Kingdoms of Lesotho and eSwatini. Transactions between residents of the countries
comprising the Common Monetary Area and foreigners are subject to Exchange Control Regulations
provisions, which are administered by the South African Reserve Bank (“SARB”).

Various reforms have been made to the Exchange Control Regulations with a view to relax the rules
pertaining to foreign investments. A considerable degree of flexibility is built into the system and the
SARB has substantial discretionary powers in approving or rejecting a specific application that has
been submitted through an authorised dealer in foreign exchange appointed by the SARB
(“Authorised Dealer”). The relaxations of the provisions of the Exchange Control Regulations are
contained in the Currency and Exchanges Manual for Authorised Dealers (“AD Manual”).

It was announced in the 2020 Budget that the Exchange Control Regulations will be replaced by a
new capital flow management flow framework and regulations. Previously a distinction was made
between residents, non-residents and emigrants. The concept of “emigration” as recognised by SARB
is being phased out with effect from 1 March 2021. Exchange Control Circular 6/2021 dated 26
February 2021 and 8/2021 dated 21 May 2021 set out the changes in relation to emigrants with effect
from 1 March 2021. From this date natural person residents and natural person emigrants are treated
identically. The process of blocking an emigrant’s remaining assets fell away and is treated as normal
fund transfers in line with any other foreign capital allowance transfer. Authorised Dealers can now
allow the transfer of assets of an emigrant abroad provided the natural person has ceased to be a
resident of South Africa, has obtained a tax compliance status confirmation from SARS and is tax
compliant upon verification of such confirmation. To ensure a smooth transition from the previous
framework to the new framework, natural persons that applied to emigrate under the previous
framework by obtaining an MP336(b) form that was attested to by an Authorised Dealer on or before
28 February 2021, will be dealt with under the previous framework should their emigration applications
have been approved on or before 28 February 2021. Shareholders of Zeder should consult their
relevant Authorised Dealer should they be unsure of their status or the way in which they need to deal
with the Kaap Agri Distribution Shares.

In the context of securities control with regard to natural persons, it will continue to apply until
discussions with various stakeholders have been finalised. There are no restrictions on the part of
residents to receive their Kaap Agri Distribution Shares.

With reference to non-residents, generally in the case of dematerialised shares, the Kaap Agri
Distribution Shares will be credited directly to the share account of the relevant CSDP or broker
controlling their portfolios and an appropriate electronic entry will be made in the relevant register
reflecting a “non-resident” endorsement. A similar process applies to Kaap Agri Distribution Shares
held by emigrants as these shares will be credited to the emigrant’s share account of the relevant
CSDP or broker controlling their remaining portfolios and a similar electronic entry will be made in the
relevant register reflecting a “non-resident” endorsement (which may be held to the order of the
Authorised Dealer concerned under whose auspices the person’s remaining assets are held, should
it be relevant in the case of emigrants).

In the case of certificated shares held by non-residents, the Kaap Agri Distribution Shares will be
endorsed non-resident. In the case of emigrants the share certificates will equally be endorsed “non-
resident” (to be deposited with the Authorised Dealer under whose auspices the remaining assets are
held in appropriate cases in the case of an emigrant or where the Zeder shares have been restrictively
endorsed, it being noted that it would be up to the relevant shareholder to notify the Authorised
Dealer).

Generally the CSDP or the broker will ensure that all requirements of the Exchange Control
Regulations will be adhered to in respect of their clients, whether the shares are held in dematerialised
or certificated format.

Stellenbosch
22 March 2022


Transaction Advisor and Sponsor                     
PSG Capital             

Independent Joint Sponsor
Tamela Holdings

Date: 22-03-2022 10:50:00
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