|Shareholders were advised that the results of the voting at the annual general meeting of the Company held at 14h00 on Monday, 4 June 2018 at Curro Durbanville School, CR van der Merwe School Hall, 1 Memento Drive, Sonstraal Heights, Cape Town (?AGM?), all of the resolutions were passed by the requisite majorities of the Company?s shareholders.|
|Shareholders are hereby advised that STADIO?s 2017 integrated annual report, containing the audited consolidated and separate annual financial statements for the year ended 31 December 2017, was dispatched to shareholders on Monday, 30 April 2018, and contains no modifications to the reviewed provisional results which were announced on SENS on 9 March 2018. The 2017 Integrated Annual Report is also available on the Company?s website at www.stadio.co.za.|
Notice of annual general meeting
Notice is hereby given that the annual general meeting of STADIO will be held at Curro Durbanville School, CR van der Merwe School Hall, 1 Memento Drive, Sonstraal Heights, Cape Town on Monday, 4 June 2018 at 14h00, to transact the business as set out in the notice of the annual general meeting, which forms part of the 2017 Integrated Annual Report.
The date on which shareholders must be recorded as such in the share register of the Company to be eligible to vote at the annual general meeting is Friday, 25 May 2018, with the last day to trade being Tuesday, 22 May 2018.
Broad-Based Black Economic Empowerment Act
In accordance with paragraph 16.21 (g) and Appendix 1 to Section 11 of the JSE Listings Requirements, notice is hereby given that the Company?s annual compliance report in terms of section 13G(2) of the Act has been published and is available on the Company?s website at www.stadio.co.za.
|Shareholders are hereby advised that Mr Douglas Ramaphosa has been appointed as an independent non-executive director to the board of Stadio with effect from 9 March 2018.|
|Stadio released their maiden final results. Revenue came in at R122.6 million, earnings before interest, taxation, depreciation and amortisation ("EBITDA") was R469 000, loss for the year attributable to owners of the parent was recorded at R7 million, while headline loss per share was 1.2 cents per share. |
No dividend has been declared for the year under review.
The Board has considered the prospects of the Group and believes that the Group is well positioned to deliver on its organic and acquisitive growth objectives as set out in the PLS as well as to pursue the significant opportunities available in the post-school education market. The Group will continue to seek out strategic acquisitions and will continue to develop and expand its product offering as part of its journey to create a "Multiversity".
|In terms of the Listings Requirements of the JSE Limited, a listed company is required to publish a trading statement as soon as it becomes aware that the financial results for the financial period to be reported on next will vary by 20% or more from those of the previous comparable period or previously reported forecast.|
Accordingly, shareholders are hereby advised that a reasonable degree of certainty exists that for the year ended 31 December 2017,the Company?s loss per share (?LPS?) will be between (1.24) and (1.70) cents per share and the headline loss per share (?HLPS?) will be between (1.14) and (1.60) cents per share compared to the LPS and HLPS of (2.30) cents per share forecasted in the pre-listing statement published on 15 September 2017 (?PLS?), being a positive movement in the LPS of between 26% and 46% and a positive movement in the HLPS of between 30% and 50%.
Shareholders are referred to the PLS, which set out the assumptions on which the financial forecasts were determined. Shareholders are reminded that given the potential identified in the higher education market, STADIO embarked on a growth plan which included the acquisition of key private higher education institutions and the geographic expansion of new campuses. The LPS and HLPS for the 2017 financial year is as a result of the finalisation of the key acquisitions in the latter half of 2017, together with the once-off acquisition costs, new campus set-up costs, costs of establishing a new Stadio head office and costs to list STADIO.
The financial information on which this trading statement is based has not been reviewed and reported on by STADIO?s auditor. The financial results for the year ended 31 December 2017 are expected to be published on or about 9 March 2018.
|STADIO announced that it has received very strong demand in its capital raise, with the book being well oversubscribed. STADIO successfully raised R200 million, being the maximum amount sought to be raised in terms of the private placement (?Private Placement?), which closed on Monday, 27 November 2017, from new black investors and from Brimstone. The new black investors (collectively) and Brimstone each contributed R100 million in terms of the Private Placement.|
In terms of the Private Placement, a total of 67 567 568 new shares will be issued at a price of R2.96 per share (?Private Placement Shares?). The capital raised in terms of the Private Placement will be used to fund the acquisition of land and the development of existing campuses to facilitate growth, for working capital purposes and to build up the capital resources for future opportunities.
Subject to the approval of the JSE being obtained, the Private Placement Shares will be issued and listed at 09:00 on Monday, 4 December 2017. Following the issue of the Private Placement Shares, STADIO will have a total of 785 930 219 ordinary shares in issue.
|As stated in the pre-listing statement of Stadio, published on 15 September 2017, Stadio, through its wholly-owned subsidiary, Stadio Investment Holdings (Pty) Ltd. acquired 74% of the issued share capital of the Southern Business School (Pty) Ltd. (?Southern Business School SA?), which in turn held a 51% interest in the Southern Business School of Namibia ((Pty)) Ltd. (?Southern Business School Namibia?).|
The board of directors of Stadio advised shareholders that the Southern Business School SA has increased its shareholding in the Southern Business School Namibia from 51% to 74%, by acquiring an additional 23% from the existing minority shareholders.
The acquisition is aligned with Stadio?s intention to expand both the geographical footprint of its investments and the programmes which they offer.
The acquisition is uncategorised in terms of the JSE Listings Requirements, and the information contained in this announcement has been voluntarily disclosed by the Company.
|Shareholders are referred to the SENS announcement released by Stadio on 30 October 2017, in which it was announced that Stadio intends to raise up to approximately R200 million through a private placement (?Private Placement?) by way of an offer to Brimstone Investment Corporation Limited and Black Persons (being natural persons defined as Black People in the B-BBEE Act and the B-BBEE Codes) that are invited to subscribe (?Invited Investors?) for approximately 67 000 000 to 80 000 000 (but no more than 87 000 000) Stadio Shares (?Private Placement Shares?).|
Details of Stadio and the Private Placement appear in the prospectus which was published by Stadio on 30 October 2017 (?Prospectus?), which remains available on Stadio?s website (www.Stadio.co.za).
As stated in the announcement and the Prospectus, the Private Placement Shares will be issued at a price per Private Placement Share being the lower of R2.96 and the volume weighted average price of a Stadio Share for the 30 trading day period after 3 October 2017, being the date on which Stadio was listed on the JSE, less a 20% discount (?Discounted Trading Price?), which will be advised by PSG Capital to Invited Investors and will be announced on SENS (?Private Placement Issue Price?).
Stadio accordingly herewith confirms that the final Private Placement Issue Price per Private Placement Share will be R2.96 (as it is lower than the Discounted Trading Price).
|STADIO shareholders (?Shareholders?) are referred to the announcement published by STADIO on 3 October 2017 and the circular dated 3 October 2017 (?Circular?) relating to the STADIO underwritten renounceable rights offer to raise up to R640 million (?Rights Offer?). In terms of the Rights Offer, STADIO offered 256 000 011 new STADIO ordinary shares (?Rights Offer Shares?) to qualifying shareholders at a subscription price of 250 cents per rights offer share, in the ratio of 57.19647 rights offer shares for every 100 STADIO ordinary no par value shares held on the record date for the Rights Offer, being Friday, 13 October 2017.|
PSG Financial Services Ltd. (?PSG Financial Services?) provided STADIO with an irrevocable undertaking that it and/or PSG Alpha (Pty) ltd. (?PSG Alpha?) (being a subsidiary of PSG Financial Services), will follow all of their rights in terms of the Rights Offer and will subscribe for all the rights offer shares to which they are entitled under the Rights Offer.
PSG Financial Services also irrevocably undertook to underwrite the balance of the rights offer shares, being a maximum of 125 471 918 rights offer shares, to the extent that shareholders other than PSG Financial Services and/or PSG Alpha do not follow their Rights.
The results of the Rights Offer, which closed on Friday, 27 October 2017, are as follows:
Number of rights offer shares
*Rights offer shares available for subscription - 256 000 011
*Rights offer shares subscribed for by shareholders - 255 141 087
*Rights offer shares to be issued to the underwriter - 858 924
Shareholders who have subscribed for rights offer shares will receive their rights offer shares today, Monday 30 October 2017.
|The board of directors of Stadio advised shareholders that the company, through its wholly-owned subsidiary, Stadio Investment Holdings (Pty) Ltd., has acquired 100% of the issued share capital of LISOF (Pty) Ltd. (?LISOF?), one of South Africa?s leading fashion design schools and retail education institutions, including a number of immovable properties which are predominantly utilised by LISOF for the purpose of carrying out its business operations (?Acquisition?). The Acquisition is subject to the fulfilment of certain conditions, none of which are material.|
The Acquisition is aligned with Stadio?s intention to acquire additional higher education institutions with the purpose of expanding both the geographical footprint of its investments and the higher qualifications which they offer. The acquisition of LISOF complements Stadio?s acquisition of the South African School of Motion Picture Medium and Live Performance (Pty) Ltd. (AFDA) in expanding its product offering in the creative economy.
LISOF is a registered higher education institution with 5 accredited programmes primarily focused on the fashion industry with a current presence in Johannesburg and Pretoria. LISOF has in excess of 700 students and qualifications offered including a Bachelor of Commerce (Fashion), Bachelor of Arts (Fashion), BA Honours in Fashion, Diploma in Fashion, Higher Certificates and a range of short courses.
LISOF was established more than 20 years ago and is regarded as one of the most progressive fashion design schools and retail education institutions in Africa. LISOF attained this by developing a curriculum that is unique in its variety and depth, by employing and consulting leaders at the cutting edge of fashion, retail and education and by developing individuality, innovation and creativity. Its programmes are unrivalled in its scope and practical application and students can choose from a diverse selection of disciplines.
The Acquisition is uncategorised in terms of the JSE Listings Requirements, and the information contained in this announcement has been voluntarily disclosed by the company.
|Stadio is a South African investment company that focuses on post-school education. Stadio aims to widen access to post-school learning opportunities for southern African school-leavers and adults through contact and distance learning. |
Stadio is a subsidiary of JSE-listed private schools company Curro Holdings. Curro intends unbundling and listing STADIO separately on the JSE on 3 October 2017.