STELLAR CAPITAL PARTNERS LIMITED - General repurchase of ordinary shares

General repurchase of ordinary shares

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

GENERAL REPURCHASE OF ORDINARY SHARES

1. Introduction

   Stellar Capital shareholders are advised that the Company has repurchased 29 229 261 Stellar Capital
   Ordinary Shares (the “General Repurchase”) in terms of the general authority granted by shareholders
   at the Company’s annual general meeting held on 26 November 2019 (the “Authority”).

2. Details of the General Repurchase

   Dates of the General Repurchase:                                 1 April 2020 to 19 May 2020
   Number of Ordinary Shares repurchased by a subsidiary:           19 812 867
   Number of Ordinary Share repurchased by Stellar Capital          9 416 394
   Lowest repurchase price per Ordinary Share:                      R0.62
   Highest repurchase price per Ordinary Share:                     R0.71
   Total value of Ordinary Shares repurchased:                      R20 331 177
   Shares in issue at the date the Authority was granted:           1 075 031 756
   Shares currently in issue after all the repurchases by Stellar
   Capital are cancelled:                                           1 065 615 362

   General Repurchases of 19 812 867 Ordinary Shares which represents 1.86% of the Company’s issued
   Ordinary Share capital will be held as treasury shares in AHI Asset Management Proprietary Limited, a
   wholly-owned subsidiary of Stellar Capital, and will therefore not be cancelled and remain listed. The
   Company now holds 93 701 459 Ordinary Shares in treasury in total.

   The 1 065 615 362 issued shares reflected above assume that the 9 416 394 shares repurchased by
   Stellar Capital have all been delisted by the JSE. At the date of this announcement, 211 539 shares
   repurchased still need to be delisted by the JSE. Application to delist these shares will be made in due
   course.

   The remaining extent of the Authority amounts to 111 888 498 Ordinary Shares, representing 10.5% of
   the total issued Ordinary Share capital of Stellar Capital.

3. Source of funds

   The General Repurchase was funded from the Company’s available cash resources.

4. Statement by the board of directors of Stellar Capital (the “Board”)

   The Board has considered the effect of the General Repurchase and is of the opinion that, for a period
   of twelve months following the date of the General Repurchase:

   4.1. the Company and the Group will be able in the ordinary course of business to pay their debts;

   4.2. the assets of the Company and the Group will be in excess of the liabilities of the Company and
        the Group. For this purpose, the assets and liabilities were recognised and measured in
        accordance with the accounting policies used in the latest published financial statements of the
        Group;

   4.3. the share capital and reserves of the Company and the Group will be adequate for ordinary
        business purposes;

   4.4. the working capital of the Company and the Group will be adequate for ordinary business
        purposes; and the Company and the Group have passed the solvency and liquidity test and
        since the test was performed, there have been no material changes to the financial position of
        the Company and the Group.

5. Impact of the General Repurchase on financial information

   The Company’s cash balances decreased by R20 331 177 as a result of the General Repurchase. Interest
   receivable at rates of approximately 7% per annum (pre-tax) will be foregone on the cash resources used
   to fund this General Repurchase. The Repurchase will have the effect of reducing the number of shares
   in issue used for purposes of the net asset value per share, earnings per share and headline earnings per
   share calculations by 29 229 261 Shares.

6. Compliance with paragraph 5.72 of the JSE Limited Listings Requirements (“JSE Listings
   Requirements”)

   The General Repurchase was effected through the order book operated by the JSE trading system and
   done without any prior understanding or arrangement between the Company and the counter parties.
   Accordingly, the Company has complied with paragraph 5.72(a) of the JSE Listings Requirements.

Cape Town
20 May 2020

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

Date: 20-05-2020 01:00:00
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