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Posting of circular and notice of scheme meeting relating to the firm intention offer
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")
POSTING OF CIRCULAR AND NOTICE OF SCHEME MEETING RELATING
TO THE FIRM INTENTION OFFER MADE BY MURIS TABAKOVIC,
DARIO TABAKOVIC AND OUT AND ABOUT MARKETING & MEDIA (PTY)
LIMITED, (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
1. Introduction
Stella Vista shareholders are referred to the announcement released on SENS on Monday,14 October 2013 and in the press
on Tuesday, 15 October 2013 wherein they were advised that 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"), to be implemented by means of a scheme of
arrangement in terms of section 114 of the Companies Act, 2008 ("the Companies Act") ("the Scheme").
The regulatory approvals required from the South African Reserve Bank, the JSE Limited and the Takeover Regulation Panel
for the posting of the circular to shareholders ("the Circular") have been obtained.
2. Posting of the Circular and notice of Scheme Meeting of shareholders
Shareholders are hereby advised that the Circular, containing details of the Scheme, has been posted to Stella Vista
shareholders today, 11 November 2013. The Circular incorporates a notice convening the Scheme Meeting of Stella Vista
shareholders for purposes of approving the Scheme. The Scheme Meeting of Stella Vista shareholders will be held at
10:00 on Tuesday, 10 December 2013 at Stella Vista's registered office being 62 Kyalami Boulevard, Kyalami Business
Park, Kyalami, 1684 ("the Scheme Meeting"), for the purpose of considering and, if deemed fit, passing with or without
modification, the special resolution and ordinary resolution set out in the notice.
The Circular is available on the Company's website www.StellaVista.co.za. Stella Vista shareholders are advised to review the
Circular for the full terms and conditions of the Scheme.
3. Important dates and times relating to the Scheme
2013
Record date to determine which Stella Vista Shareholders are entitled to receive the Circular Friday, 1 November
Posting of the Circular to Stella Vista Shareholders and notice
convening Scheme Meeting published on SENS Monday, 11 November
Notice convening Scheme Meeting published in the South African press Tuesday, 12 November
Last day to trade in Stella Vista Shares in order to be recorded on the Stella Vista share
register on the scheme voting record date Friday, 22 November
Record date for Scheme Meeting Friday, 29 November
Proxy forms to be received by 10:00 Friday, 6 December
Last date and time for Stella Vista Shareholders to give notice in terms of section 164(3) of
the Companies Act to Stella Vista objecting to the Special Resolution approving the Scheme
by 10:00 on Tuesday, 10 December
Scheme Meeting to be held at 10:00 Tuesday, 10 December
Results of Scheme Meeting published on SENS Tuesday, 10 December
Results of Scheme Meeting published in the South African press Wednesday, 11 December
If the Scheme is approved by Stella Vista Shareholders at the Scheme Meeting
with sufficient voting rights such that no Shareholder may require the Company to
obtain Court approval for the Scheme as contemplated in section 115(3)(a) of the
Companies Act:
Last date on which Stella Vista Shareholders can make application to the Court in terms of
section 115(3)(b) of the Companies Act on (10 business days after Scheme Meeting) Friday, 27 December
Last date for Stella Vista to give notice of adoption of the special resolution approving the
Scheme to Stella Vista Shareholders objecting to the special resolution on Friday, 27 December
If no Stella Vista Shareholders exercise their rights in terms of section 115 of the
Companies Act:
Finalisation Date announcement expected to be released on SENS on or about (will be
announced by 11:00) Monday, 30 December
Finalisation Date announcement expected to be published in the press on or about Tuesday, 31 December
2014
Expected Scheme LDT, being the last day to trade Stella Vista Shares on the JSE in order to
be recorded in the Register to receive the Scheme Consideration, on Friday, 10 January
Suspension of listing of Stella Vista Shares on the JSE expected to take place at the com-
mencement of trade on Monday,13 January
Expected Scheme Consideration Record Date, being the date on which Scheme Partici-
pants must be recorded in the Register to receive the Scheme Consideration, by close of
trade on Friday, 17 January
Expected Implementation Date of the Scheme Monday, 20 January
Expected payment and delivery of Scheme Consideration Monday, 20 January
Expected termination of listing of Stella Vista Shares at commencement of trade on the JSE Tuesday, 21 January
Notes:
1. All dates and times are subject to change by mutual agreement between Stella Vista and the Offerors and approved by the JSE and
Takeover Regulation Panel (if required) and/or may be subject to certain regulatory approvals including but not limited to that of the
Takeover Regulation Panel authority, being granted. Any change will be released on SENS and published in the press.
2. Shareholders are referred to paragraph 3.5 of the Circular (which contains a summary of the dissenting Shareholders' appraisal rights)
regarding rights afforded to Stella Vista Shareholders, the exercise of which may affect the Finalisation Date and/or the Implementation
Date.
3. Stella Vista Shareholders should note that as transactions in shares are settled in the electronic settlement system used by Strate,
settlement of trades takes place five Business Days after such trade. Therefore, persons who acquire Stella Vista Shares after the voting
last day to trade will not be eligible to vote at the Scheme Meeting, but will, provided the Scheme is approved and they acquire the Stella
Vista Shares on or prior to the Scheme last day to trade, participate in the Offer.
4. A Stella Vista Shareholder may submit a proxy at any time before the commencement of the Scheme Meeting (or any adjournment
of the Scheme Meeting) or handed to the Chairman of the Scheme Meeting before the appointed proxy exercises any of the relevant
Shareholder's rights at the Scheme Meeting (or any adjournment of the Scheme Meeting), provided that should a Shareholder lodge
a form of proxy with the Transfer Secretaries at Link Market Services South Africa Proprietary Limited, 13th Floor, Rennie House, 19
Ameshoff Street, Braamfontein (PO Box 4844, Johannesburg, 2000) less than 48 hours before the Scheme Meeting, such Shareholder
will also be required to furnish a copy of such form of proxy to the Chairman of the Scheme Meeting before the appointed proxy exercises
any of such Shareholder's rights at the Scheme Meeting (or any adjournment of the Scheme Meeting).
5. If the Scheme Meeting is adjourned or postponed, forms of proxy submitted for the initial Scheme Meeting will remain valid in respect of
any adjournment or postponement of the Scheme.
6. All times given in this Circular are local times in South Africa.
7. Stella Vista share certificates may not be dematerialised or rematerialised after the Scheme last day to trade.
8. Although the salient dates and times are subject to change, such statement may not be regarded as consent or dispensation for any
change to the time period which may be required in terms of the Takeover Regulations, where applicable, and any such consent or
dispensation must be specifically applied for and granted.
4. Responsibility statement
The Independent Board of Stella Vista and the Offerors accept responsibility for the information contained in this
announcement, and to the best of their respective knowledge and belief, the information is true and, where appropriate, this
announcement does not omit anything likely to affect the importance of the information included.
Johannesburg
11 November 2013
Lead and transaction sponsor
Deloitte & Touche Sponsor Services (Pty) Ltd
Independent expert
BDO
Sponsor
Arcay Moela Sponsors
Date: 11/11/2013 04:00:00 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.
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