STELLAR CAPITAL PARTNERS LIMITED - Terms regarding the category 2 acquisition of a shareholding in Cadiz Holdings Limited

Terms regarding the category 2 acquisition of a shareholding in Cadiz Holdings Limited

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”)


TERMS REGARDING THE CATEGORY 2 ACQUISITION OF A SHAREHOLDING IN
CADIZ HOLDINGS LIMITED (“CADIZ”)

1. INTRODUCTION

Stellar Capital hereby advises its shareholders that it has
acquired a 16.45% interest in Cadiz from various shareholders for
a total cash consideration of R45 283 142 (the “Transaction”). The
final share purchases were implemented on 7 April 2015 (“Effective
Date”).

As at Cadiz’s last interim reporting date, 30 September 2014 (the
“Last Reporting Date”), the value of Cadiz’ net assets were
R444 204 000 and the company reported a loss from continuing
operations of R200 492 000.

2. NATURE OF THE BUSINESS OF CADIZ

Cadiz is a financial services group that is primarily focused on
institutional and personal investments through its wholly-owned
subsidiary, Cadiz Asset Management Proprietary Limited (“Cadiz
Asset Management”).

Founded in Cape Town 20 years ago as a securities house, the group
has been listed on the JSE Limited (“JSE”) since 1999. Over the
past decade, Cadiz has shifted its focus away from securities to
asset management.

Today, Cadiz Asset Management is one of the largest independent
fund managers in South Africa with assets under management of
R26.4 billion as at the Last Reporting Date.

3. RATIONALE FOR THE TRANSACTION

The Transaction:

-   is an attractive entry point for Stellar Capital into the
    scalable financial services sector;
-   facilitates the diversification of the initial portfolio of the
    Company; and
-   provides an opportunity to participate in the execution and
    subsequent upside of an operational turnaround at Cadiz.
4. CONDITIONS PRECEDENT TO THE TRANSACTION

There are no outstanding conditions precedent to the Transaction,
which is unconditional from the Effective Date.

5. CATEGORISATION OF THE TRANSACTION

The Transaction has been categorised as a Category 2 acquisition
in terms of the Listings Requirements of the JSE. It is therefore
not subject to the approval of Stellar Capital shareholders and
accordingly no circular to Stellar Capital shareholders is
required. None of the parties are related to Stellar Capital.

In accordance with section 122 of the Companies Act, No. 71 of
2008, Stellar Capital has notified Cadiz of the Transaction.


Rosebank, Johannesburg
8 April 2015

Investment Manager: Stellar Advisers Proprietary Limited
Sponsor: AfrAsia Corporate Finance Proprietary Limited

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