STEFANUTTI STOCKS HOLDINGS LIMITED - Distribution of category 1 transaction circular, notice of general meeting and withdrawal of cautionary

Distribution of category 1 transaction circular, notice of general meeting and withdrawal of cautionary

Stefanutti Stocks Holdings Limited
(Registration number 1996/003767/06)
Share code: SSK
ISIN: ZAE000123766
(“Stefanutti Stocks” or “the company”)

DISTRIBUTION OF CATEGORY 1 TRANSACTION CIRCULAR, NOTICE OF GENERAL MEETING AND
WITHDRAWAL OF CAUTIONARY

Distribution of Category 1 Transaction Circular

Stefanutti Stocks’ shareholders (“Shareholders”) are referred to the announcement released by
Stefanutti Stocks on the Stock Exchange News Service (“SENS”) on 24 June 2021 (the
“Announcement”) wherein Shareholders were advised that Stefanutti Stocks International Holdings
Proprietary Limited (registration number: 2005/015885/07), a wholly owned subsidiary of Stefanutti
Stocks (“the Seller”), had entered into an agreement (“the Agreement”) dated 23 June 2021 with
Investment Trading Group LLC (or its nominee) to dispose of the Seller’s entire interest, representing
49% of the issued share capital, in Al Tayer Stocks LLC (“ATS”) on the terms and conditions set out in
the Agreement (“the Proposed Transaction”), the implementation of which is subject to the company
obtaining the requisite approval of Shareholders.


Using the terms defined therein, Shareholders are hereby advised that the Category 1 Transaction
Circular containing the details of the Proposed Transaction and incorporating the Notice of General
Meeting, electronic participation form and form of proxy, has been made available and distributed to
Shareholders today, Tuesday, 3 August 2021.


Shareholders are further advised that an electronic copy of the Circular is available on the company’s
website at https://stefanuttistocks.com/investors/circulars/circular-al-tayer-stocks/, and additional
copies of the Circular can be obtained from the company or Computershare Investor Services
Proprietary Limited (“Computershare”) at their respective addresses provided in the “Corporate
Information” section of the Circular during normal business hours from today, Tuesday, 3 August 2021
up to and including the date of the General Meeting, being Tuesday, 31 August 2021. The Circular is
available in English only.


Notice of General Meeting

Notice is hereby given that the General Meeting of Shareholders will be held at 09:00 (CAT) on
Tuesday, 31 August 2021 in order to consider and, if deemed fit, to pass the ordinary resolution
necessary to give effect to the Proposed Transaction.
 As a result of the Covid-19 pandemic and the restrictions imposed on public gatherings, Shareholders
 are advised that the General Meeting will be held entirely by electronic communication and format
 on the platform hosted by Computershare (including any adjournment or postponement thereof). The
 instructions for electronic participation at the General Meeting are contained in the electronic
 participation form annexed to the Notice of General Meeting.


 Salient dates and times

 The salient dates and times relating to the General Meeting are set out below:

                                                                                                            2021
Record Date for Shareholders to receive the Circular and Notice of General Meeting                 Friday, 23 July
Circular and Notice of General Meeting distributed and announced on SENS                       Tuesday, 3 August
Last Date to Trade to be eligible to participate in and vote at the General Meeting           Tuesday, 17 August
General Meeting Record Date for Shareholders to be entitled to participate in and               Friday, 20 August
vote at the General Meeting
For administrative purposes only last date to lodge forms of proxy with                         Friday, 27 August
Computershare by 09:00
Last date to lodge forms of proxy with the Chairman of the General Meeting via                Tuesday, 31 August
email by 09:00
General Meeting to be held at 09:00                                                           Tuesday, 31 August
Results of the General Meeting published on SENS                                              Tuesday, 31 August
Results of the General Meeting published in the press                                  Wednesday, 1 September

 Notes:

 1.     The dates and times provided above are subject to amendment. Any material amendments will
        be published on SENS.
 2.     All times referred to above are local times in South Africa.
 3.     If the General Meeting is adjourned or postponed, forms of proxy submitted for the initial
        General Meeting will remain valid in respect of any adjournment or postponement of the
        General Meeting, unless the contrary is stated on such form of proxy.
 4.     The Register for Certificated Shareholders will be closed between the Last Date to Trade and
        the General Meeting Record Date.
 5.     No Stefanutti Stocks Shares may be dematerialised or rematerialised from Wednesday, 18
        August 2021, to Friday, 20 August 2021 (both days inclusive).
 6.     Shareholders should note that as transactions in Stefanutti Stocks Shares are settled in the
        electronic settlement system used by Strate, settlement of trades takes place 3 (three) Business
        Days after such trade. Therefore, persons who acquire Stefanutti Stocks Shares after close of
        trade on Tuesday, 17 August 2021 will not be eligible to attend, participate in and vote at the
        General Meeting.
Withdrawal of cautionary announcement

Shareholders are referred to the cautionary contained in the Announcement relating to information
on the consolidated value of the net assets and the profit before tax of ATS that was not available for
inclusion at the time of the Announcement.


Shareholders are now advised that the consolidated value of the net assets of ATS at
31 December 2020 amounted to R416,2 million. The profit after tax for the year ended
31 December 2020 attributable to ATS was R16,1 million, and not AED416,2 million and AED16,1
million respectively, as erroneously stated in paragraph 5.5 of the Circular. This represents the 100%
value of the ATS group.


The cautionary is hereby withdrawn and caution is no longer required to be exercised by Shareholders
when dealing in the company’s securities.


Johannesburg
3 August 2021
Sponsor: Bridge Capital Advisors Proprietary Limited
Legal Advisor: Webber Wentzel
Transaction Advisor: Birkett Stewart McHendrie Proprietary Limited

Date: 03-08-2021 04:30:00
Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE'). 
The JSE does not, whether expressly, tacitly or implicitly, represent, warrant or in any way guarantee the truth, accuracy or completeness of
 the information published on SENS. The JSE, their officers, employees and agents accept no liability for (or in respect of) any direct, 
indirect, incidental or consequential loss or damage of any kind or nature, howsoever arising, from the use of SENS or the use of, or reliance on,
 information disseminated through SENS.