STELLAR CAPITAL PARTNERS LIMITED - Extension of circular posting date

Release Date: 09/07/2015 10:52
Code(s): SCP CDZ
 
Wrap Text
Extension of circular posting date

STELLAR CAPITAL PARTNERS LIMITED         CADIZ HOLDINGS LIMITED
(Incorporated in the Republic of    (Incorporated in the Republic of
          South Africa)                      South Africa)
      (Registration number                (Registration number
         1998/015580/06)                    1997/007258/06)
         Share code: SCP                    Share code: CDZ
       ISIN: ZAE000198586                  ISIN: ZAE000017661
           (“Stellar”)                          (“Cadiz”)


  EXTENSION OF CIRCULAR POSTING DATE

  Shareholders are referred to the joint announcement published on
  SENS by Stellar and Cadiz on 19 June 2015 (the “Firm Intention
  Announcement”) regarding, inter alia, the firm intention of
  Stellar, acting through a special purpose vehicle to be
  incorporated as a wholly-owned subsidiary of Stellar, to make an
  offer to acquire 100% of the total issued ordinary shares in Cadiz
  (excluding 12 073   989 treasury shares held by a subsidiary of
  Cadiz, which constitute approximately 4.91% of the total issued
  ordinary share capital of Cadiz), being 233 749 129 shares:

  -   by way of a scheme of arrangement in terms of section 114(1)(c),
      read with section 115, of the Companies Act, No. 71 of 2008, as
      amended, to be proposed by the board of directors of Cadiz
      between Cadiz and all its shareholders (including, for the
      avoidance of doubt, Stellar); or

  -   if the Scheme is not proposed or fails and Stellar so elects,
      by way of an offer by Stellar to all the Offeree Shareholders
      (other than Stellar) to acquire the Offer Shares.

  All terms defined in the Firm Intention Announcement shall bear
  the same meaning in this announcement.

  The offer to the Offeree Shareholders to receive, if they so elect,
  Bidco Shares as Offer Consideration (on the basis set out in
  paragraph 1.4 of the Firm Intention Announcement), constitutes an
  offer to the public in terms of section 95(1)(h) of the Companies
  Act and as such, a prospectus will be required to be issued for
  Bidco in terms of section 99(3) of the Companies Act (the
  “Prospectus”).

  Shareholders are hereby advised that, in order to allow sufficient
  time for, inter alia, the preparation of the report to be issued
  by the Independent Expert in terms of section 114(3) of the
  Companies Act and section 1.14(d) of the Listings Requirements of
  the JSE, the approval of the Circular by the JSE, and the
  registration of the Prospectus with the Companies and Intellectual
  Property Commission, the TRP has, in terms of section 119(6)(c)
  of the Companies Act, granted Stellar and Cadiz an extension of
  the posting date for the Circular until Friday, 7 August 2015.

The salient dates in relation to the Scheme and the General
Offer will be published on SENS and in the press prior to the
posting of the Circular.


Rosebank, Johannesburg
9 July 2015

Corporate Finance Adviser and Sponsor to Stellar: Stellar Advisers
Proprietary Limited

Sponsor to Cadiz: Investec Bank Limited
Legal Advisers to Cadiz: DLA Cliffe Dekker Hofmeyr Incorporated
Independent Expert: PSG Capital Proprietary Limited

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