STADIO HOLDINGS LIMITED - Voluntary Announcement Regarding The Settlement Of The Top-Up Consideration In Terms Of The AFDA Acquisition

Voluntary Announcement Regarding The Settlement Of The Top-Up Consideration In Terms Of The AFDA Acquisition

STADIO HOLDINGS LIMITED
(Previously Embury Holdings Proprietary Limited)
(Incorporated in the Republic of South Africa)
Registration number: 2016/371398/06
JSE share code: SDO
ISIN ZAE000248662
(“STADIO”)

VOLUNTARY ANNOUNCEMENT REGARDING THE SETTLEMENT OF THE TOP-UP
CONSIDERATION IN TERMS OF THE AFDA ACQUISITION AND DEALINGS IN
STADIO SHARES BY DIRECTORS OF A MAJOR SUBSIDIARY OF STADIO

As detailed in the pre-listing statement of STADIO, published
on 15 September 2017, STADIO entered into a sale of shares
agreement on or about 1 June 2017 (“AFDA Agreement”) in terms
of which STADIO acquired 100% of the issued share capital of The
South African School of Motion Picture Medium and Live
Performance Proprietary Limited (“AFDA”) and 100% of the issued
share capital of Intraframe Proprietary Limited (“Intraframe”)
on 24 August 2017 (“AFDA Acquisition Date”) from Garth Holmes
and Bata Judah Passchier (“Sellers”) for a total purchase
consideration comprising of:

(i)    an initial consideration of R300 000 000, which was
       settled by STADIO on the AFDA Acquisition Date; and

(ii)   a top-up consideration of R88 815 900, which was settled
       by STADIO on Friday, 16 March 2018 (“Top-up
       Consideration”),

(the “AFDA Acquisition”).

The Top-up Consideration was settled partly in cash
(R14 407 950) and partly through the issue of ordinary no par
value shares in the share capital of STADIO (“Shares”)
(R74 407 950) (“Share Settled Consideration”).

The number of Shares issued in settlement of the Share Settled
Consideration, was determined by using the volume weighted
average price of the Shares for the 30 trading day period prior
to 8 March 2018, being the date on which the Top-up
Consideration was determined, which was equal to R6.89 per
Share.

Accordingly, STADIO issued and allotted 10 799 412 Shares to the
Sellers on Friday, 16 March 2018, in terms of the AFDA
Acquisition.

In compliance with Sections 3.63 to 3.74 of the JSE Limited
Listings Requirements the following information regarding the
dealing in securities is disclosed:

NAME OF DIRECTOR              Garth Holmes

COMPANY OF WHICH I AM A       The South African School of
DIRECTOR                      Motion Picture Medium and Live
                              Performance Proprietary
                              Limited

STATUS: EXECUTIVE/NON-        Executive
EXECUTIVE

TYPE OF SECURITIES            Ordinary shares in STADIO

NATURE OF TRANSACTION         Shares issued to the director
                              (in his capacity as a Seller)
                              in settlement of the Share
                              Settled Consideration in terms
                              of the AFDA Acquisition (off-
                              market transaction)

DATE OF TRANSACTION           16 March 2018

ISSUE PRICE PER SECURITY      R6.89

NUMBER OF SECURITIES          5 399 706
TRANSACTED

TOTAL RAND VALUE OF           R37 203 975
SECURITIES TRANSACTED

NATURE AND EXTENT OF          Direct
INTEREST IN THE TRANSACTION


NAME OF DIRECTOR              Bata Judah Passchier

COMPANY OF WHICH I AM A       The South African School of
DIRECTOR                      Motion Picture Medium and Live
                              Performance Proprietary
                              Limited

STATUS: EXECUTIVE/NON-        Executive
EXECUTIVE

TYPE OF SECURITIES            Ordinary shares in STADIO
NATURE OF TRANSACTION         Shares issued to the director
                              (in his capacity as a Seller)
                              in settlement of the Share
                              Settled Consideration in terms
                              of the AFDA Acquisition (off-
                              market transaction)

DATE OF TRANSACTION           16 March 2018

MARKET / SALE PRICE PER       R6.89
SECURITY
NUMBER OF SECURITIES          5 399 706
TRANSACTED

TOTAL RAND VALUE OF           R37 203 975
SECURITIES TRANSACTED

NATURE AND EXTENT OF          Direct
INTEREST IN THE TRANSACTION


Durbanville
19 March 2017

Sponsor: PSG Capital

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