STELLAR CAPITAL PARTNERS LIMITED - Acquisition of the last remaining shares in Cadiz Holdings Limited (Cadiz)

Acquisition of the last remaining shares in Cadiz Holdings Limited (“Cadiz”)

STELLAR CAPITAL PARTNERS LIMITED
Incorporated in the Republic of South Africa
(Registration number 1998/015580/06)
Share code: Stellar     ISIN: ZAE000198586
(“Stellar Capital” or “SCP”)


ACQUISITION OF THE   LAST   REMAINING   SHARES   IN   CADIZ   HOLDINGS
LIMITED (“CADIZ”)


1.   Introduction

Shareholders are referred to the announcements released on the
Stock Exchange News Service (“SENS”) on 30 November 2015 and 21
January 2016 regarding the acquisition of Cadiz by Stellar
Capital, acting through Friedshelf 1678 Limited (“Bidco”) such
that Stellar Capital acquired 97.21% in Bidco, which in turn
holds the entire issued ordinary share capital in Cadiz (“Cadiz
Acquisition”).

2.   Cadiz Minorities Acquisition

Stellar Capital has agreed to acquire all the remaining shares
in Bidco that it does not already own from Bidco minority
shareholders (“Vendors”) for an aggregate cash consideration of
R8   133 963  (“Cadiz   Minorities  Acquisition”). The Cadiz
Minorities Acquisition increases SCP’s interest in Bidco by a
further 2.79% to 100%. The Vendors are not related parties to
Stellar Capital.

The effective date of the Cadiz Minorities Acquisition is
expected to be on or about 27 June 2016, unless the parties
agree otherwise.

3.   Conditions Precedent

The Cadiz Minorities Acquisition is not subject to the
fulfilment of any outstanding conditions precedent.

4.   Nature of the business of Bidco

Bidco was established specifically for the purpose of acquiring
and holding Cadiz as a wholly-owned subsidiary pursuant to the
Bidco/Cadiz Scheme Transaction announced on SENS on 9 July 2015
and completed on 3 November 2015.

Cadiz is a financial services group that is primarily focused
on institutional and personal investments through its wholly-
owned subsidiary, Cadiz Asset Management Proprietary Limited.
Cadiz also provides corporate finance advisory services through
its subsidiary Cadiz Corporate Solutions Proprietary Limited.

5.   Rationale for the Cadiz Minorities Acquisition

As mentioned in the SENS announcements dated 30 November 2015
and 21 January 2016, Stellar Capital is increasing its exposure
to Cadiz to benefit from upside in a successful turnaround.

6.   Categorisation of the Cadiz Minorities Acquisition

The Cadiz Minorities Acquisition, together with the Cadiz
Acquisition, constitutes a Category 2 transaction, on an
aggregated basis, in terms of Section 9 of the JSE Limited
Listing Requirements.

7.   Net Assets and Profits of Bidco

The value of the net assets of Cadiz (held 100% by Bidco) which
are the subject of the Cadiz Minorities Acquisition as at 31
March 2015 are R396 505 000. There are no profits attributable
to the additional 2.79% of Bidco ordinary issued shares to be
acquired by SCP.

8.   Adherence to the JSE Limited Listings Requirements

As mentioned in Stellar Capital’s SENS announcements released
on 30 November 2015 and 21 January 2016, the memoranda of
incorporation of Bidco, Cadiz and any group subsidiaries will
not frustrate SCP in its compliance with its obligations under
the JSE Limited Listings Requirements nor relieve SCP from such
compliance.


Cape Town
27 June 2016

Sponsor
RAND MERCHANT BANK (A division of FirstRand Bank Limited)

Date: 27/06/2016 10:42:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE'). 
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