Internalisation of management agreement and cautionary announcement
 
 
Zeder Investments Limited
 
(Incorporated in the Republic of South Africa)
 
Registration number: 2006/019240/06
 
Share code: ZED
 
ISIN code: ZAE000088431
 
(“Zeder”)
 
 
PSG Group Limited
 
(Incorporated in the Republic of South Africa)
 
Registration number 1970/008484/06
 
Share code: PSG
 
ISIN code: ZAE000013017
 
(“PSG”)
 
 
INTERNALISATION OF MANAGEMENT AGREEMENT AND CAUTIONARY ANNOUNCEMENT
 
 
1. Shareholders are advised that Zeder and PSG, through its wholly-
 
owned subsidiary PSG Corporate Services Proprietary Limited
 
(“PSGCS”), have agreed that the existing management agreement and
 
function in terms of which PSGCS provides investment, management,
 
financial and other services to Zeder and its subsidiaries, be
 
internalised by Zeder against the issue of 207 661 758 new Zeder
 
ordinary shares to PSGCS at Zeder’s 30 day volume weighted average
 
share price up to the effective date (“Internalisation”).
 
 
2. The Internalisation will result in a significant improvement in
 
Zeder’s future profitability and cash flows, and potentially its
 
market rating following the associated management fee cost
 
savings. PSG will remain a significant shareholder in Zeder and
 
the existing PSG representatives will continue to serve on both
 
the Zeder Executive Committee and Zeder Board to help determine
 
strategy and make investment decisions for at least the next 5
 
years at a nominal fee of R5 million per annum.
 
 
3. Should the Internalisation be implemented, PSG’s shareholding in
 
Zeder will increase from approximately 34.5% to approximately
 
42.4% of Zeder’s total issued ordinary share capital.
 
 
4. The Internalisation is subject to various conditions precedent,
 
including Zeder shareholder approval and the waiver by Zeder
 
shareholders of a mandatory offer to them by PSG as a result of
 
this transaction. Indications are that the major shareholders
 
support the Internalisation as set out above.
 
 
5. A circular will be dispatched to Zeder shareholders in due course
 
to provide them with detailed information regarding the
 
Internalisation and to convene a general meeting, at which
 
shareholders other than PSG will have the opportunity to consider
 
and vote on the Internalisation.
 
 
6. An independent board has been constituted by Zeder to consider
 
the Internalisation and to advise shareholders of their opinion
 
in relation to the Internalisation. The independent board has,
 
in turn, appointed an independent expert to provide it with
 
external advice and to prepare a report, indicating whether the
 
Internalisation would be fair and reasonable to Zeder
 
shareholders. A copy of this report will be included in the
 
circular to Zeder shareholders.
 
 
7. Zeder shareholders are advised to exercise caution when dealing
 
in Zeder’s securities until full details regarding the
 
Internalisation have been made public.
 
 
Stellenbosch
 
24 June 2016
 
 
PSG Capital: Transaction adviser and sponsor to Zeder and PSG
 
 
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