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TORRE/Stellar Capital mandatory offer to Torre shareholders: cash payment applicable to fractional entitlements
Stellar Capital Partners Torre Industries Limited
Limited (Incorporated in the Republic
(Incorporated in the Republic of South Africa)
of South Africa) (Registration number
(Registration number 2012/144604/06)
1998/015580/06) Share Code: TOR
Share code: SCP ISIN: ZAE000188629
ISIN: ZAE000198586 (“Torre”)
("Stellar Capital")
STELLAR CAPITAL MANDATORY OFFER TO TORRE SHAREHOLDERS: CASH
PAYMENT APPLICABLE TO FRACTIONAL ENTITLEMENTS
INTRODUCTION
Shareholders are referred, inter alia, to the combined offer
circular posted to Torre shareholders on Wednesday, 27 July 2016
(“Circular”) in which they were advised that, in terms of the
Takeover Regulations, Stellar Capital is obliged to offer to
acquire all of the Torre shares held by Torre shareholders for a
consideration of 1.25 new Stellar Capital shares for each Torre
share held (“Ratio”).
FRACTIONAL ENTITLEMENTS
Shareholders were further advised in the Circular that, where the
application of this Ratio gives rise to a fraction of a Stellar
Capital share, such fraction will be rounded down to the nearest
whole number, resulting in allocations of whole Stellar Capital
shares and a cash payment for the fraction (“Rounding Provision”).
In accordance with the requirements of the JSE Limited, the cash
payment has been determined with reference to the volume weighted
average price of a Stellar Capital share traded on the JSE on
Wednesday, 12 October 2016 (being the day on which an ordinary
Torre share began trading ‘ex’ the entitlement to accept the
offer), discounted by 10%.
Shareholders are accordingly advised that the basis applicable in
determining the cash payment for the fractional entitlement is 118
cents.
Example of fractional entitlement:
This example assumes that a Torre shareholder holds 125 Torre
shares at the close of business on the Record Date, being
tomorrow, Friday, 14 October 2016, and has chosen to accept the
offer in respect of all his shareholding.
Stellar Capital share entitlement = 125 x 1.25 = 156.25 new
Stellar Capital shares. The Rounding Provision described above is
then applied and the shareholder will receive: 156 Stellar Capital
shares and a cash payment for the fractional entitlement of 0.25 x
118 = 30 cents, for the 125 Torre shares held.
The tax implications of the cash payment will depend on the
individual circumstances of the recipient Torre shareholder
concerned. Torre shareholders receiving the cash payment for their
fractional entitlement are therefore advised to obtain independent
tax advice in relation thereto.
Cape Town and Johannesburg
13 October 2016
Financial adviser and sponsor to Stellar Capital
RAND MERCHANT BANK (A division of FirstRand Bank Limited)
Sponsor to Torre
RAND MERCHANT BANK (A division of FirstRand Bank Limited)
Date: 13/10/2016 10:18:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE').
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