Wrap Text
Announcement of Firm Intention by Muris Tabakovic, Dario Tabakovic and Out and About Marketing & Media (Pty) Ltd,
Stella Vista Technologies Limited
(Incorporated in the Republic of South Africa)
Company registration number 1996/000172/06
JSE share code: SLL ISIN: ZAE000018198
("Stella Vista" or "the Company")
- ANNOUNCEMENT OF FIRM INTENTION BY MURIS TABAKOVIC, DARIO TABAKOVIC
AND OUT AND ABOUT MARKETING & MEDIA (PTY) LTD, (COLLECTIVELY "THE
OFFERORS" AND ACTING IN CONCERT), TO ACQUIRE ALL OF THE ISSUED SHARE
CAPITAL OF STELLA VISTA THAT THE OFFERORS DO NOT ALREADY OWN; AND
- WITHDRAWAL OF CAUTIONARY ANNOUNCEMENT
1. INTRODUCTION
Stella Vista shareholders are advised that on 14 October 2013 the Board of Directors of Stella Vista ("the Board") has received
a firm intention offer ("the firm intention") from the Offerors to acquire all Stella Vista ordinary shares that the Offerors do not
already own ("Offer Shares"), ("the "Offer" or "the Proposed Transaction"). The Offerors currently own 77 384 700 shares in
Stella Vista which constitutes approximately 53.37% of the issued ordinary share capital of Stella Vista. The firm intention to
pursue the Proposed Transaction will be implemented by means of a scheme of arrangement in terms of section 114 of the
Companies Act, 2008 ("the Companies Act") ("the Scheme").
2. OFFER CONSIDERATION
The consideration in terms of the Offer is R0.01 per ordinary share ("Offer Consideration"), payable in cash, representing
R676 153.00 in total. The Offer Consideration will be adjusted on a pro rata basis for any material adjustment to the equity
value of Stella Vista by virtue of a dividend distribution, capital award, rights issue, scrip dividend, or any other manner,
between the date of signature of the firm intention and the date of implementation of the Proposed Transaction.
The Offer Consideration is equal to the market price of 1 cent per share, being the closing price of Stella Vista shares traded
on the JSE Limited ("JSE") on Friday, 11 October 2013, being the last business day prior to the date of this announcement.
The Offer Consideration is at 47% discount to the 30 day VWAP of 1.9 cents of Stella Vista shares traded on the JSE up to
Friday, 11 October 2013, being the last business day immediately prior to the date of this announcement.
3. RATIONALE FOR THE OFFER
Stella Vista is no longer suitable for listing due to the reduced size of Stella Vista and the poor financial performance over the
recent years. The listing fees and associated costs of being a listed entity outweigh any benefits that being listed have and
could bring. Additionally there is little to no liquidity in trading volumes.
4. CONDITIONS PRECEDENT TO THE SCHEME
4.1 The Scheme will be subject to the fulfilment or waiver (in whole or in part) by the Offerors, of the following conditions
precedent by 31 January 2014 or such later date as the Offerors and Stella Vista may agree to in writing:
4.1.1 the approval of the Scheme by 75% of Stella Vista minority shareholders, as contemplated in section 115(2) of
the Companies Act, and:
4.1.1.1 to the extent required, the approval of the implementation of such resolution by the court as
contemplated in section 115(3)(a) of the Companies Act; and
4.1.1.2 if applicable, Stella Vista not treating the aforesaid resolution as a nullity, as contemplated in section
115(5)(b) of the Companies Act;
4.1.2 Stella Vista shareholders not having exercised appraisal rights by giving valid demands to this effect to Stella
Vista, in terms of section 164(7) of the Companies Act, in respect of more than 5% of the Stella Vista Shares
within 30 business days following the Stella Vista shareholders meeting convened to approve the Scheme
("Scheme Meeting"), provided that, in the event that any Stella Vista shareholders give notice objecting to the
Scheme, as contemplated in section 164(3) of the Companies Act, and those Stella Vista shareholders vote
against the resolution proposed at the Scheme Meeting to approve the Scheme, but do so in respect of no more
than 5% of the Stella Vista shares, this condition shall be deemed to have been fulfilled at the time of the Scheme
Meeting; and
4.1.3 by the date on which each of the abovementioned conditions are fulfilled or waived (as the case may be), an
adverse effect, fact, circumstance which is or might reasonably be expected (alone or together with any other
such adverse effect, fact or circumstance) to be material with regard to the operations, continued existence,
business, condition, assets and liabilities of Stella Vista and its subsidiaries (whether as a consequence of the
Scheme or not) has not occurred. For the purposes of this clause, to be material, the adverse effect, fact or
circumstance must constitute a change in the laws of the Republic of South Africa (including, without limitation,
laws relating to taxation) which has (or may reasonably be expected to have) a material adverse effect upon the
Scheme such that the effective direct or indirect cost of the Scheme to the Offerors, including but not limited to
the Offer Consideration would increase by 15% or more.
4.2 The conditions precedent other than of a regulatory nature are stipulated for the benefit of the Offerors and may be
waived by the Offerors in its sole discretion by notice in writing to Stella Vista. Conditions that are of a regulatory nature
cannot be waived.
5. CONDITION PRECEDENT TO THE POSTING OF THE SCHEME CIRCULAR TO STELLA VISTA SHAREHOLDERS
The posting of the circular to Stella Vista shareholders in relation to the Scheme ("Scheme Circular") is subject to the fulfilment
of the following conditions precedent, namely the requisite approvals being received from the JSE, the Takeover Regulation
Panel ("TRP") and the Financial Surveillance Department of the South African Reserve Bank for the posting of the Scheme
Circular. This condition is of a regulatory nature and cannot be waived.
The Scheme will also require a favourable fair and reasonable opinion to be provided by an independent professional expert.
6. SHAREHOLDINGS, ACTING AS PRINCIPAL AND CONCERT PARTIES
The Offerors are the beneficial owners of 77,384,700 Stella Vista ordinary shares, comprising approximately 53.37% of the
ordinary share capital of Stella Vista.
The current beneficial shareholdings of the Offerors in Stella Vista are:
MURIS TABAKOVIC (THE TABA TRUST, Director of Stella Vista) 23.20%
OUT AND ABOUT MARKETING & MEDIA (PTY) LTD (THE BIRDIE TRUST, RAYMOND BURKE) 21.77%
DARIO TABAKOVIC (THE M.A.D. TRUST, Director of Stella Vista) 8.40%
The Offerors confirm they are the ultimate proposed purchasers of all the Offer Shares and acting together and not in concert
with, or as agent or broker for, any other party.
As the Offerors are also directors and shareholders of Stella Vista, they are deemed to be acting in concert in terms of
the Takeover Regulations. The Offerors have therefore made declarations in the required form to Stella Vista and the TRP,
as required by Regulation 84(5) of the Takeover Regulations.
7. FUNDING OF THE OFFER CONSIDERATION
The Offerors have confirmed to Stella Vista that sufficient cash resources are available for the payment of the Offer
Consideration in terms of the Scheme, and, as required in terms of the Companies Act and the Companies Regulations,
2011, Standard Bank has provided the necessary guarantee to the TRP to satisfy the full Offer Consideration payable in
terms of the Offer.
8. INDEPENDENT BOARD
The Offer is classified as an affected transaction in terms of the Companies Act and the Board has formed an Independent
Board comprising Clifford Livingstone, Craig Newman and Misel Cizek ("the Independent Board"). The Independent Board
has appointed BDO Corporate Finance (Pty) Ltd as the Independent Expert, for the purposes of providing a fair and
reasonable opinion on the terms of the Offer including the Offer Consideration. The opinions of the Independent Expert and
the Independent Board will be included in the Scheme Circular to be distributed to Stella Vista shareholders.
9. UNDERTAKINGS
The Offerors have received an irrevocable undertaking from a Stella Vista shareholder who, at the date of this Firm Intention
Announcement, holds 32 875 000 Stella Vista shares, to vote in favour of the Scheme and the resolutions to be proposed
at the Scheme Meeting, representing approximately 48.6% of the Stella Vista shareholders entitled to vote at the Scheme
Meeting.
The Stella Vista Board and Stella Vista management have undertaken not to solicit any offer, or initiate any discussions with
any third party, in connection with the sale of any shares in, or part or the whole of the business of, Stella Vista from the
signature date of the firm intention offer letter until 31 January 2014.
10. TERMINATION OF THE STELLA VISTA LISTING
On completion of the Proposed Transaction, Stella Vista will be delisted from the JSE.
11. SCHEME CIRCULAR TO SHAREHOLDERS
The Scheme Circular relating to the Proposed Transaction incorporating the terms of the Scheme and a notice of Scheme
Meeting and form of proxy will be posted to Stella Vista shareholders in due course. The salient dates and times in relation to
the Scheme will be published on the date of posting the Scheme Circular and will also be contained in the Scheme Circular
to Stella Vista shareholders relating to the Scheme.
12. WITHDRAWAL OF CAUTIONARY ANNOUNCEMENT
Following the release of this Firm Intention Announcement, the cautionary announcements previously published by Stella
Vista, last renewed on 8 October 2013 on the Stock Exchange News Service is hereby withdrawn and caution is no longer
required to be exercised by Stella Vista shareholders when dealing in Stella Vista shares.
13. RESPONSIBILITY STATEMENT
The Offerors and the Independent Board of Stella Vista accept responsibility for the information contained in this firm intention
announcement, and to the best of their respective knowledge and belief, the information is true and, where appropriate, this
firm intention announcement does not omit anything likely to affect the importance of the information included.
Johannesburg
14 October 2013
Lead and Transaction Sponsor
Deloitte & Touche Sponsor Services (Pty) Ltd
Independent Expert
BDO Corporate Finance (Pty) Ltd
Sponsor
Arcay Moela Sponsors (Pty) Ltd
Date: 14/10/2013 04:43:00 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.
Sharenet Sites 
