STADIO HOLDINGS LIMITED - Voluntary Announcement: Implementation of the Milpark Acquisition and Conclusion of Brimstone Share Swap-Up

Voluntary Announcement: Implementation of the Milpark Acquisition and Conclusion of Brimstone Share Swap-Up

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:   IMPLEMENTATION   OF   THE     MILPARK
ACQUISITION AND CONCLUSION OF BRIMSTONE SHARE SWAP-UP

1.   MILPARK ACQUISITION

     Shareholders are referred to the announcement published by
     STADIO on SENS on 13 October 2017, in which it was advised
     that STADIO and Brimstone Investment Corporation Limited
     (“Brimstone”), acting through a newly incorporated private
     company, Milpark Investments SPV Proprietary Limited
     (“Milpark SPV”), entered into an agreement (“Acquisition
     Agreement”) with Coöperative Apollo Global Netherlands U.A.,
     Encosolve Proprietary Limited and MBS Education Investments
     Proprietary Limited (“MBS Education”), dated
     12 October 2017, in terms of which Milpark SPV will acquire
     100% of the issued share capital of MBS Education, which is
     the investment holding company that holds 100% of the issued
     shares of Milpark Education Proprietary Limited (“Milpark”),
     on the terms and conditions more specifically set out in the
     Acquisition Agreement (“Acquisition”).

     Shareholders are hereby advised that the suspensive
     conditions contained in the Agreement were fulfilled and
     that the Acquisition was successfully implemented on Monday,
     19 March 2018 (“Acquisition Date”).

     As at the Acquisition Date, STADIO had an effective interest
     of 70% and Brimstone had an effective interest of 30%, in
     the issued share capital of Milpark SPV.

     Milpark is a leading provider of higher education and further
     education and training qualifications, with a national
     footprint in South Africa. The majority of Milpark’s
     programmes are offered through the distance learning mode
     of delivery. Milpark currently has approximately 14 735
     students registered for its various programmes.

     Milpark’s flagship qualification, its Master of Business
     Administration degree (“MBA”), has been ranked number 1
     amongst private providers of the MBA in South Africa by
     PMR.africa for three consecutive years, from 2015 to 2017.
     The Acquisition of Milpark provides STADIO with a wide
     variety of additional qualifications in the School of
     Business and Commerce and will assist STADIO in widening
     access to higher education in South Africa.

2.   BRIMSTONE SHARE SWAP-UP

     Following the successful implementation of the Acquisition,
     STADIO and Brimstone concluded an asset for share agreement
     on Tuesday, 20 March 2018 (“Share Swap Agreement”) in terms
     of which STADIO will acquire 17.2% of Brimstone’s 30%
     interest in Milpark SPV (“Swap-up Interest”) from Brimstone
     for a purchase consideration equal to R50 862 618, to be
     settled by the issue of ordinary shares in STADIO (“STADIO
     Shares”) at the volume weighted average price of STADIO
     Shares for the 30 trading day period prior to Tuesday,
     20 March 2018 (which was R6.50), less a 20% discount,
     amounting to an issue price of R5.20 per STADIO Share.

     Brimstone is a black controlled and managed investment
     holding company listed on the JSE with which STADIO has
     jointly invested in Milpark SPV for purposes of the
     Acquisition. The STADIO Shares issued to Brimstone in
     consideration for the Swap-up Interest, will be subject to
     a BEE lock-in period of 7 years.

     Following the implementation of the share swap-up, STADIO
     will have an effective interest in the issued share capital
     of Milpark SPV of 87.2% and Brimstone will have an effective
     interest of 12.8%.

     The share swap-up is uncategorised in terms of the JSE
     Listings Requirements, and the information contained in this
     announcement has been voluntarily disclosed by STADIO.

Durbanville
22 March 2018

Transaction Advisor and Sponsor:
PSG Capital

Date: 22/03/2018 03:00:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE'). 
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