Wrap Text
Distribution of circular and notice of general meeting
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")
DISTRIBUTION OF CIRCULAR AND NOTICE OF GENERAL MEETING
Unless otherwise defined in this announcement, words and expressions contained herein shall have
the same meanings as assigned to them in the Firm Intention Announcement.
INTRODUCTION
Shareholders are referred to the firm intention announcement and category 1 disposal announcement
released on SENS on 3 February 2026 ("Firm Intention Announcement"), in terms of which Zeder
announced the proposed disposal by its wholly?owned subsidiary, Zeder Financial Services Limited, of
all of its shares in, and shareholder loan claims against, Zaad Holdings Proprietary Limited (the
"Disposal").
DISTRIBUTION OF CIRCULAR
A circular ("Circular"), detailing the Disposal, will be distributed to shareholders today, Tuesday,
31 March 2026. The Circular also incorporates a notice convening a general meeting of shareholders
("Notice of General Meeting") for the purpose of considering, and, if deemed fit, passing, with or
without modification, the resolutions contained in such notice.
Copies of the Circular will be available for inspection by shareholders during normal business hours at
the registered office of the Company and at the offices of the Company's sponsor, PSG Capital or
electronic copies can be requested for viewing by emailing the Company at cosec@zeder.co.za, from
Tuesday, 31 March 2026 to Thursday, 30 April 2026 (both days inclusive). A copy of the Circular will
also be available on the Company's website at www.zeder.co.za/Zeder-Circular-to-Shareholders-Zaad-
Disposal.pdf.
NOTICE OF GENERAL MEETING
Notice is hereby given that a general meeting of shareholders will be held at 10h30 on Thursday,
30 April 2026 virtually by way of electronic communication on https://meetnow.global/za, for the purpose
of considering and, if deemed fit, passing with or without modification the resolutions required to be
approved by Shareholders in order to authorise and implement the Disposal ("General Meeting").
SALIENT DETAILS AND DATES IN RESPECT OF THE DISPOSAL
The salient dates and times relating to the Disposal and its implementation are set out below:
2026
Notice record date, being the date on which a Shareholder must be Friday, 20 March
registered in the Register in order to be eligible to receive the Notice of
General Meeting on
Circular incorporating the Notice of General Meeting and Form of Proxy Tuesday, 31 March
(grey), distributed to Shareholders on
Announcement of distribution of Circular and Notice of General Meeting Tuesday, 31 March
released on SENS on
Announcement of distribution of Circular and Notice of General Meeting Wednesday, 1 April
published in the South African press on
Last day to trade Shares in order to be recorded in the Register to vote at the Tuesday, 21 April
General Meeting (see note 2 below) on
General Meeting record date, being the date on which a Shareholder must Friday, 24 April
be registered in the Register in order to be eligible to attend and participate
in the General Meeting and to vote thereat, by close of trade on
For administrative reasons, Forms of Proxy (grey) in respect of the General Tuesday, 28 April
Meeting to be received by the Transfer Secretaries by no later than 10:30 on
Forms of Proxy (grey) not lodged with the Transfer Secretaries to be emailed Thursday, 30 April
to the chairman of the General Meeting or the Transfer Secretaries at the
General Meeting at any time before the proxy exercises any rights of the
Shareholder at the General Meeting on
General Meeting held at 10:30 on Thursday, 30 April
Results of the General Meeting published on SENS on Thursday, 30 April
Results of the General Meeting published in the South African press on Monday, 4 May
If the Disposal is approved by Shareholders:
Last date on which Shareholders who voted against the Special Resolution Friday, 8 May
may require Zeder to seek court approval in terms of section 115(3)(a) of the
Companies Act, but only if the Special Resolution was opposed by at least
15% of the voting rights exercised thereon, on
Last date on which Shareholders who voted against the Special Resolution Friday, 15 May
can make application to the court in terms of section 115(3)(b) of the
Companies Act on
Last date for Zeder to send objecting Shareholders notices of the adoption Friday, 15 May
of the Special Resolution approving the Disposal, in terms of section 164 of
the Companies Act, on
Assuming that all the Conditions Precedent to the Disposal are fulfilled or waived (to the extent
legally permissible) and that neither court approvals nor the review of the Disposal is required:
once all of the Conditions Precedent to the Disposal have been fulfilled or
waived, expected to occur on or about Friday, 31 July
Finalisation announcement in respect of the Disposal published on SENS on Friday, 31 July
Finalisation announcement in respect of the Disposal published in the South Monday, 3 August
African press on
Notes:
1. The above dates and times are subject to amendment at the discretion of Zeder, with the approval
(where required) of the Takeover Panel and the JSE. Any such amendment will be released on
SENS.
2. Shareholders should note that as transactions in Shares are settled in the electronic settlement
system used by Strate, settlement of trades take place three South African Business Days after
such trade. Therefore, Shareholders who acquire Shares after close of trade on Tuesday,
21 April 2026 will not be eligible to electronically attend, participate in and vote at the General
Meeting.
3. Shareholders who wish to exercise their dissenting Shareholders' appraisal rights are referred to
Annexure 2 to this Circular for purposes of determining the relevant timing for the exercise of their
appraisal rights.
4. Shareholders who wish to exercise their right in terms of section 115(3) of the Companies Act, to
require the approval of a court for the Disposal, should refer to Annexure 2 to this Circular which
includes an extract of section 115 of the Companies Act. Should Shareholders exercise their rights
in terms of section 115(3) of the Companies Act, the dates and times set out above may change,
in which case an updated timetable will be released on SENS.
5. Dematerialised Shareholders, other than those with Own-name Registration, must provide their
CSDP or Broker with their instructions for voting at the General Meeting by the cut-off time and
date stipulated by their CSDP or Broker in terms of the respective Custody Agreements between
such Dematerialised Shareholder and their CSDP or Broker.
6. If the General Meeting is adjourned or postponed, the above dates and times will change, but
Forms of Proxy submitted for the initial General Meeting will remain valid in respect of any such
adjournment or postponement of the General Meeting.
7. Although the salient dates and times are stated to be subject to change, such statement may not
be regarded as consent or dispensation for any change to time periods which may be required in
terms of the Companies Act, the Companies Regulations and the JSE Listings Requirements,
where applicable, and any such consents or dispensations must be specifically applied for and
granted.
8. All dates and times indicated above are South African Standard Time.
RESPONSIBILITY STATEMENTS
The Independent Board individually and collectively accepts full responsibility for the accuracy of the
information contained in this announcement. In addition, the Independent Board certifies that to the best
of its knowledge and belief, the information contained in this 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.
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
announcement. In addition, the Board certifies that to the best of its knowledge and belief, the
information contained in this 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.
Each Purchaser accepts full responsibility for the accuracy of the information contained in this
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 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
31 March 2026
Sponsor and Transaction Advisor
PSG Capital
Independent Sponsor
BSM Sponsors
Date: 31-03-2026 04:15:00
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