Zeder Investments Ltd. (JSE:ZED)
South Africa flag South Africa · Delayed Price · Currency is ZAR · Price in ZAc
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Sep 11, 2026, 3:40 PM SAST
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Earnings Call: H2 2025

Apr 24, 2025

Summary

Major asset disposals and special dividends drove a ZAR 939 million return to shareholders, while Zaad’s core businesses showed resilient earnings growth despite challenges in Turkey and Africa. The board remains cautious on further dividends amid ongoing market uncertainty.

Speaker 1

Good morning, ladies and gentlemen. Welcome to the Zeder full-year results presentation. Today, I'll be doing a very short presentation on what's transpired at Zeder over the past financial year. On the agenda today, some noteworthy transactions. These are transactions that have mostly been announced to the market for the past year. I'll also spend some time on some internal strategic transactions that's taking place within Zaad. I'll spend some time on our cash flow movements, where we're sitting today, and our board's view on our current cash and our balance sheet. In terms of the financial results, a view of the operating environment that we're currently in, and also our sum of the parts value, which has had some adjustments to our unlisted valuations.

In terms of our portfolio review, provide you with some color of how it's been going at Zaad and some of the operational subsidiaries within the group. Just touch on our strategy, how we've done in the past year, and where we see the strategy going forward. In terms of questions, please, if you can email your questions to the email address on the screen, and then I'll be available to answer your questions at the end of the presentation. In terms of the noteworthy transactions, I think we're all aware of the Pome asset disposals during the year. Agreements were signed in June and July. They all closed in November and December of 2025. These were obviously big transactions, also property transfers that took place, so it took a little bit longer.

The cash proceeds of all four of these disposals were about ZAR 713 million to Kaap Agri. There were obviously quite a bit of transaction costs involved in the transaction. When I say transaction costs, not necessarily advisor fees, but obviously there's costs involved when one transfers properties. These were big farms of 280 hectares. One needs to do dam inspections. There was also a head office that obviously was no longer part of the group, where people had to actually leave the business because of the disposal of those assets. So all in all, it pretty much meant about ZAR 602 million for Zeder's portion. We're only an 87.1% shareholder in that business. So far, up to our year-end, we received dividends of ZAR 483 million from Kaap Agri and Pome Investments as a result of these disposals.

Zeder took those money that we received in November and December, and we paid the majority of those dividends to shareholders, an amount of ZAR 477 million in two separate special dividends. That results in our current sum of the parts balance at the end of February of ZAR 119 million for the Pome Investments. In terms of further cash flows, we received an additional dividend post year-end of ZAR 54 million. It had no impact on our sum of the parts per share balance, but it did have an impact on our cash balance and obviously a resultant lower sum of the parts balance for Pome Investments that now in April is at ZAR 65 million. So Pome Investments is really a company that's sitting on cash.

In terms of the transaction terms, there are warranties for a 12-month period from closing, so that would be November and December. Those warranty periods will run out in the first week of December. That means that cash will become available. It's not restricted cash. This cash is under our control. But obviously in terms of our agreement, we do have this warranty period that's however limited to 10% of the purchase price. On the ZAR 713 million, the maximum warranty can be ZAR 71 million, of which Zeder's portion is ZAR 62 million. Our sum of the parts balance currently is ZAR 65 million. We're just playing it on the safe side, but it's important to note that we don't expect any material claims. We've not had any on any of our previous transactions, and we don't expect them in this instance either.

In terms of further transactions at Zaad, there's been a focus on disposing and exiting non-strategic assets or assets that are operating under very difficult trading environments. I think the first one is the South African Associates that we closed and exited. We've signed agreements. It was a small transaction, so it did not have to be categorized. Just for some context, if you look at the June results of Zaad, the full year results, this operation incurred a ZAR 19 million loss. It's good that we've managed to exit that business, and the proceeds of that was ZAR 35 million. Another transaction that was announced to the market, it was a Category 2 transaction, the exit of our African operations. We've signed agreements to exit our Zimbabwean, Zambian, Mozambican operation and also the IP related to these African operations.

There are quite a few CPs that need to be fulfilled here. We're confident that we will be able to get over the line with them. There's obviously CompCom approvals required in all these various jurisdictions. We still anticipate closing in July of this year. There, the purchase consideration, ZAR 135 million. We're working on a further transaction. Once again, it's a smaller transaction, so there's no need to categorize it. We anticipate signing of those agreements in May. Just in terms of context, once again, for the June results for Zaad, this business incurred a loss of ZAR 5 million, and currently the purchase price that's being considered is about ZAR 55 million.

I think these are strategic transactions that make sense for the business. I think we've had lots of questions after the Category 2 announcements in terms of the disposal of those operations, because it was at a discount to NAV. Our view is that it's an opportunity to exit a very difficult jurisdiction. Also we feel that each transaction, and specifically the African operations, can assist in our discussions in transactions at a higher Zaad level. The proceeds of all the transactions will be used to reduce debt or settle some of the Zeder loans that we provided. Most of our loans were provided to increase equity interests, especially in our Turkish business over the last few years. The reduction of debt is also the right strategy, based on the proceeds of these transactions.

In terms of our cash flow movements for the year, we've declared quite a few special dividends. The first one as a result of the disposal of Capespan. That actually took place in January. That dividend of ZAR 308 million was paid in this financial year. The TLG restricted funds. There were funds being restricted over a period of time. Those last funds were unrestricted in end of March. That allowed us to pay a further ZAR 0.10 special dividend. I mentioned the Pome disposals and the ZAR 477 million that was paid from that. In terms of all the special dividends paid during the year, we've managed to return ZAR 939 million to shareholders during this financial year. In terms of further cash flows, there was that TLG final earn-out of about ZAR 30 million.

That condition was met. We received that ZAR 30 million in December. As I mentioned before, we've also received a further special dividend from Pome Investments in March that's increased our cash balance post year-end. Our board has taken a conservative view at this stage. We are sitting on cash of just over ZAR 200 million. I think with all the uncertainty and volatility in the markets, the board's taken a decision not to declare a further special dividend at this time. That's still our plan to do that, but we're just taking a conservative approach. In terms of our financial results, the business and operating environment, we always like the agribusiness Agbiz index to give a reflection of how it's going in the agribusiness sector. Obviously, a lot of this is not necessarily that relevant to Zeder anymore. Our biggest remaining asset is Zaad.

That's a seeding chemical business. A lot of these South African nuances does not have an impact. Just in terms of the index itself, for the first quarter of the year, an increase to 70 points. It's the third consecutive improvement that we've seen in this index. There's obviously lots of optimism, especially with the La Niña rains that should normally support the early 2024, early 2025 agricultural summer season. We've seen some improvement in port efficiencies, also other options. Namibian grapes are now being exported mostly through Walvis Bay. There's alternative options. There was a continued optimism around the government of national unity. I think important to note, this index was compiled prior to certain big movements in the markets. One being the budget approval process, which obviously could pose a risk to the government of national unity.

We're not sure. I think the dispute around the VAT increase was once again changed overnight. There's lots of uncertainty. From across the ocean, there's tariffs being announced on various products that also affects South Africa, especially on the fresh produce side. We're a relatively big exporter of citrus to the American markets. I think there is a concern that the AGOA trade agreement could be at risk. I think also important to note, people often ask, how big is our trade in certain of these markets? It's not necessarily just always how big the trade is, especially on a product like fresh produce, fresh fruit. If it's no longer viable for you to export your fresh produce to maybe an American market, your fruit needs to find a different home.

If your different home is the U.K. or the E.U., that means more fruit into those markets, which obviously puts those markets also under pressure. It's not just a simple sum of the parts of how big is the trade in terms of agriculture with America. We obviously expect the volatility to continue, and uncertainty. Also another reason why our board's taking a conservative view in terms of dividends. In terms of sum of the parts for the year, there's been a decrease of ZAR 0.21. It's mainly attributable to all the special dividends that were paid during the year of ZAR 0.61. There's also a downward adjustment in our valuation of Zaad. Then after end of February, you'll see there's a movement between Pome Investments and cash, and that was as a result of the further special dividend that we received.

Our discount at end of February at 11% compared to the prior year at 28%, much lower. It's good for us to see the discount narrowing. That was a big part of our strategy. Also subsequent to year-end, you can see that the discount has opened up again. Obviously we've seen a fall or at least lots of volatility in share prices since our year end. Not only in our Zeder share, but obviously also in shares worldwide. In terms of our portfolio, Zaad, the business run by Antoon Janse van Rensburg. If I look at the first six months of the year, these are now 12 months comparative, but if I look at the first six months of the year, their financial year end is June. It actually had an increase of 18% in recurring earnings.

If you look at a 12 months, because obviously these are agri-businesses with a 12-month cycle. There's been an 8% increase in recurring earnings to ZAR 172 million. Because of the six months, it's 18% up. It's obviously countering a relatively negative six months, the first six months of the year. I think we're in a good cycle currently. Most of the South African Seed and Chemical businesses performed very well. Unfortunately, this was countered by difficult trading conditions at our Turkish associate. In terms of the EBITDA numbers, pretty flat. Just want to make the note that the EBIT from our associates to the associate earnings is probably not aligned, and that's as a result of high finance charges that we specifically see in Turkey.

For our MAY Seed busines s, for example, the interest for this year on the 12-month basis is just over ZAR 60 million more than it was in the previous year, that's obviously an indication of the inflation and high interest rate in that environment. When I talk about the business on a continued basis, obviously the ZAR 172 million for the 12 months, but if we exclude those two transactions that we're working on in terms of our associates, that would actually bring that ZAR 172 million to ZAR 204 million. Then if I compare that to the prior number, if I strip those two associates out, that would have been ZAR 186 million. It's on a like 12-month basis, it would be a 10% increase. I've mentioned that there's a focus to exit non-core assets.

All in all, our valuation of our interest in Zaad is decreased by 8% to just over ZAR 2.1 billion. This decrease was mainly driven just by downward valuation of two assets, mainly our associate investment in Turkey. It's a very difficult market there currently for us, not only economically, but also it's been a very difficult season for them in the prior. Also our low valuation of our African operations as part of our transaction. We have already communicated that to the market at interim. That was already included in our low valuation at that time. This has all been countered by strong performances from the South African Seed and Chemical operations. Our valuation methodologies remain the same. We draw third-party comparable EV/EBITDA multiples that we adjust for company specific factors. These are always adjusted downward.

Most of our businesses operate in emerging markets, that's normally got high risk associated with them. We do split the multiples between chemicals and seed. Obviously, where we have assets that are not cash generating, we follow a discounted NAV approach. In terms of IAS 29, the IFRS statement for hyperinflation, it's very difficult to judge a company's performance based on that. We try to strip out the noise and provide a true reflection of the business in terms of a normalized EBITDA where it's applicable. The net debt and cash is deducted from the valuation. In terms of the operations of Zaad, if I just touch on the biggest components, Agricol had a very good first six months. There was some late rains in the summer rainfall season that led to lower than expected sunflower sales. Our maize sales were in line.

We had a very good season in terms of soya. This business has diversified over the past few years, and it actually has got a focus on four key crops now. It's soya, wheat, canola, and also sunflower. Even with the lower sunflower crops, there's quite a few opportunities opening up for Agricol in terms of the export market for sunflower. Farm-Ag has gone through a very difficult phase in the prior period. We can see a significant improvement in performance. We were in a position last year this stage where we were sitting on high-cost inventory levels, where there was a significant drop in raw material prices. We're sitting on the other side now where we're actually sitting on low-cost inventory levels, which is obviously leading to improved margins and improved earnings.

There's been a massive focus for this business to rather focus on South African than some of the more risky African markets. I think a couple of years ago, it was about a 50/50 split, but currently 70% of the revenue is coming from South African markets. In terms of the crop industry, Farm-Ag has a relatively small market share of just over 6%. The crop protection market is expected to grow by over 6% a year. We think there's still a good opportunity for this business to grow in that market. Our African subsidiaries remains under pressure. There's obviously still lots of challenges, but as I mentioned, we've signed agreements and hope to have exited these investments by the end of July of this year. In terms of Bakker Brothers, remains on its journey to become a fully fledged IP research company.

The vegetable seed industry is growing also by 6%-8%. That's promising growth for this specific industry, and we think Bakker is very well positioned to do well in certain of those crops. We can see that they're moving along in terms of their own strategy because the percentage of own IP is increasing on a continuous basis. As I mentioned, the Turkish economy, where we have our associate investment, May Seed, experiencing high inflation, high interest rates, and also to a certain extent, some political uncertainty. I think in addition, May Seed in the previous 12 months, had a very difficult year in terms of weather. I think it was the first in 7 years that this business did not reach its budget.

It's currently in its agri input cycle, the sales season is lying ahead for the year. We remain confident that the markets this business trades in will do well, because May Seed is a very good company. They've got good management, and it's definitely a market leader in that area with a very strong product portfolio, in canola, in maize, and also in sunflower. EAC is our associate investment based in Kenya, operates in Kenya, Tanzania, Uganda, and Rwanda, mainly. We're confident and very excited about this business. We've seen a significant improvement in earnings coming through, not only because of weather, but also growth in some of these neighboring markets. We feel that Eastern and Central African markets is an important growth area for seed and chemicals, and that there are lots of opportunities for this, that EAC poses for the bigger ZAR picture.

In terms of our strategy, important to look back how the year, how we've done. Our strategy remains the same. Our objective remains to maximize shareholder wealth. If you look at how we did during the year, and obviously all the disposals we've done, we've returned ZAR 939 million to shareholders. That's a big amount of money. Obviously given the uncertainty, as I've mentioned, we've taken a decision not to declare a dividend. This at this stage, it's similar that we did last year in our year-end results. It doesn't mean that we have to wait until our next board meeting to declare a dividend.

We can very easily declare a dividend at some time, we just want to kind of see how the uncertainty affects our businesses, impacts our businesses, and obviously also just manage the progress of some of the internal transactions that we currently busy with. We do anticipate further dividends, at the appropriate time. In terms of the corporate actions I've mentioned in one of the few slides in the beginning, we managed to dispose of Capespan and also all the individual Pome assets at very good values. We received the final TLG earn-out. Combined with the prior corporate action, there's been significant value created for shareholders. If you map the start of this kind of, let's call it slightly revised strategy in August 2020, it's almost 5 years ago.

If you take the share price at that time, you add what's been given to shareholders and deduct the current share price, there's been value of over ZAR 3 billion created for shareholders. Obviously importantly for us, we still a big focus on Zaad. We're still speaking to third parties. I mentioned that I think some of these internal transactions will make some of those discussions a little bit easier, we're also in discussions within assets within the group, we're acting in a responsible manner to all parties. Not only to the third parties we're speaking to, definitely to Zeder and our shareholders the management teams, all these underlying businesses. We remain well-positioned. We've got a strong balance sheet, we're confident that there'll be progress in the near future.

Just in terms of the last five years and our strategy, if you take it over the last five years from February 2020 to February 2025, the discount has narrowed from about ZAR 3 billion to the current ZAR 300 million at the end of February. I must just mention that discount has opened up, since February as a result of a lower share price. We will continue with the strategy. It creates shareholder value, which is obviously our key focus area. As I mentioned that we anticipate further special dividends in the near future. That's it from my side, ladies and gentlemen. Thank you. If you can maybe just give us a few seconds so we can just have a look at all the questions, we'll be back in a minute to answer your questions. Thank you.

Gentlemen, it doesn't seem like there are any questions this morning. Maybe the result presentation at 8:00 A.M. was too early for some of our shareholders and analysts. I think you all have my email address. You've got our phone number. If there's any questions that you do have after the presentation, maybe after you've reviewed the results, please get in touch with me. Always open to answering questions from shareholders and from analysts. Thank you for your time today. Appreciate it. Have a good week. Enjoy the rest of the week. Thank you.