STELLAR CAPITAL PARTNERS LIMITED - Stellar/Cadiz - Joint announcement re distribution of circular and notice of general meeting

Release Date: 31/08/2015 14:30
Code(s): SCP CDZ
 
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Stellar/Cadiz - Joint announcement re distribution of circular and notice of general meeting

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”)


JOINT ANNOUNCEMENT IN RESPECT OF THE PROPOSED OFFER BY STELLAR TO CADIZ
SHAREHOLDERS:   DISTRIBUTION OF COMBINED CIRCULAR, NOTICE OF GENERAL
MEETING AND IMPORTANT DATES AND TIMES

1.  INTRODUCTION

1.1 Shareholders are referred to the joint announcement published on
    SENS by Stellar and Cadiz on 19 June 2015 (the “Firm Intention
    Announcement”) and the subsequent announcements on 9 July 2015 and
    6 August 2015 regarding the firm intention by Stellar, acting
    through Bidco, 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), by way of the Scheme, or if
    the Scheme is not proposed or fails and Stellar so elects, by way
    of the General Offer.

1.2 Subject to paragraph 8 below, all terms defined in the Firm
    Intention Announcement shall bear the same meaning in this
    announcement.

2.     TERMINATION OF LISTING OF CADIZ

2.1 The listing of the total issued shares of Cadiz will be terminated
    from the Main Board of the JSE pursuant to (i) the implementation
    of the Scheme or (ii) if the Scheme fails and Stellar elects to
    make the General Offer, the approval of an ordinary resolution to
    be proposed at the general meeting of Cadiz shareholders (as
    referred in paragraph 7 below) to approve such delisting in terms
    of section 1.14(a) of the JSE Listings Requirements.

2.2 In terms of section 1.15 of the JSE Listings Requirements, the
    votes of any controlling shareholder, its associates and any party
    acting in concert will not be taken into account in determining the
    results of the voting on the Delisting Resolution. Cadiz does not
    have any controlling shareholders.

3.  INDEPENDENT EXPERT
3.1 The Independent Expert has advised the Independent Board that it
    has considered the terms and conditions of the Scheme and the
    General Offer and is of the opinion that:

     3.1.1  with regards to the Scheme:
          - the Offer Consideration consisting of Stellar Shares (on
            the basis referred in paragraph 1.4 of the Firm Intention
            Announcement) is fair and reasonable to Cadiz shareholders;
            and
          - the Offer Consideration consisting of Bidco Shares (on the
            basis referred in paragraph 1.4 of the Firm Intention
            Announcement) in settlement of the Offer Consideration is
            unfair and unreasonable to Cadiz shareholders; and

     3.1.2 with regards to the General Offer, the Offering
          Consideration consisting of Stellar Shares (on the basis
          referred in paragraph 1.4 of the Firm Intention Announcement)
          in settlement of the General Offer consideration is fair and
          reasonable to Cadiz shareholders from a Companies Act
          perspective and in relation to the Delisting from a JSE
          Listings Requirements perspective.

3.2 The text of the letter from the Independent Expert is included in
    the Circular.

3.3 The Independent Board, after due consideration of the report of
    the Independent Expert, concurs with the findings of the
    Independent Expert and recommends that Cadiz Shareholders:

     3.3.1  vote in favour of (i) the Scheme and (ii) the Delisting
     Resolution (to the extent applicable);

     3.3.2  based on the Independent Expert’s opinion referred in
          paragraph 3.1.1 above, accept the Stellar Shares, and not the
          Bidco Shares (on the basis referred in paragraph 1.4 of the
          Firm Intention Announcement) in settlement of the Offer
          Consideration; and

     3.3.3  accept the General Offer (if applicable).

4.  CONDITIONS PRECEDENT

     The implementation of the Proposed Offer was, as set out in the
     Firm Intention Announcement, subject to the fulfilment or waiver
     (as the case may be) of certain conditions.    Shareholders are
    referred to the Circular for further details of the conditions that
    remain outstanding.

5. IRREVOCABLE UNDERTAKINGS
5.1 Stellar has received irrevocable undertakings from the following
    Cadiz shareholders to vote in favour of the Scheme and to elect to
    receive Bidco Shares as Offer Consideration, or, if the Scheme
    fails, the Delisting Resolution and if made, to accept the General
    Offer, in respect of their entire shareholding in Cadiz, to the
    extent they are permitted to do so in terms of the Companies
    Regulations and the Listings Requirements of the JSE:

                                                              Delisting
                                                    Scheme   Resolution
                                                      % of
                                         % of       issued
                                        total        share   % of issued
                                       issued   capital of         share
                                        share        Cadiz    capital of
                                      capital     prior to   Cadiz prior
                             Total   of Cadiz          the        to the
                         number of   prior to     Proposed      Proposed
                             Cadiz        the        Offer         Offer
                            shares   Proposed     eligible   eligible to
   Cadiz shareholder          held     Offer*     to vote*         vote*

   Friedshelf 1638         54 123
   (Pty) Ltd                  233     23.15%        28.00%        23.15%
   Stellar                 40 451
                              754     17.31%            -^        17.31%
   Makana Financial        34 416
   Services                   502     14.72%        17.80%        14.72%
   Oxio Limited            12 473
                              748      5.34%         6.45%         5.34%
   Foxglove Capital
   Resources Limited       12 000
                              000      5.13%         6.21%         5.13%
   Cadiz Holdings
   Limited Employee
   Share Trust           5 912 964     2.53%         3.06%         2.53%
   Nedbank Investment
   Advisers (Pty) Ltd#
                         4 065 251     1.74%         2.10%         1.74%
   Fahnsworth
   Consultants Limited
                         4 000 000     1.71%         2.07%         1.71%
   E Jones               2 706 379     1.16%         1.40%         1.16%
     Cadiz Black
     Economic
     Empowerment Trust
                            583 178      0.25%       0.30%       0.25%
     Total                  170 733
                                009     73.04%      67.40%      73.04%
      * Excluding Excluded Shares
      ^ Stellar is not eligible to vote on the Scheme
      # Irrevocable undertaking does not include an election to receive
       Bidco Shares as Offer Consideration

5.2 In terms of section 115(4) of the Companies Act, Stellar’s Cadiz
    Shares will be excluded from calculating the percentage of voting
    rights: (i) required to be present in determining whether the
    applicable quorum requirements are satisfied, or (ii) required to
    be voted in support of the resolution to approve the Scheme at the
    Cadiz General Meeting.    Accordingly, Stellar’s Cadiz Shares have
    been excluded from the calculation of the total “% of issued share
    capital of Cadiz prior to the Proposed Offer eligible to vote”
    column in paragraph 5.1 above.

6.   DISTRIBUTION OF THE CIRCULAR

     Shareholders are advised that the Circular setting out the terms of
     the Proposed Offer and incorporating, inter alia, a prospectus
     issued by Bidco in terms of section 100 of the Companies Act and
     Companies Regulations 51 to 79 (as registered by the Companies and
     Intellectual Property Commission on Friday, 28 August 2015) and a
     notice convening the Cadiz General Meeting (the “Notice”) will be
     posted to Cadiz shareholders on 31 August 2015.

7.   NOTICE CONVENING THE CADIZ GENERAL MEETING

     The Cadiz General Meeting will be held at 10:00 on Tuesday, 29
     September 2015 at the registered office of Cadiz at 4th Floor, The
     Terraces, 25 Protea Road, Claremont, Cape Town for the purpose of
     considering   and,  if   deemed   fit,  passing   with or  without
     modification, the resolutions set out in the Notice.

8.   IMPORTANT DATES AND TIMES IN RESPECT OF THE PROPOSED OFFER

     The important dates and times in respect of the Proposed Offer are
     set out below.   Words and expressions in this timetable and the
     notes thereto shall have the same meanings as assigned to them in
     the Circular:

Action                                                              2015

Record   date  to  determine which  Cadiz             Friday, 21 August
Shareholders are entitled to receive the
Circular

Posting of the Circular to Cadiz Shareholders         Monday, 31 August
and notice convening Cadiz General Meeting
released on SENS

Notice convening Cadiz  General Meeting            Tuesday, 1 September
published in the South African press

Last day to trade in Cadiz Shares in order to      Friday, 11 September
be recorded on the Register on the Voting
Record Date (Voting Last Day to Trade)

Voting Record Date in respect of being             Friday, 18 September
eligible to vote at the Cadiz General Meeting

Forms of proxy to be received by 10:00             Friday, 25 September

Last date and time for Offer Shareholders to       Tuesday, 29 September
give notice, in terms of section 164 of the
Companies Act, to Cadiz objecting to the
Scheme by 10:00

Cadiz General Meeting to be held at 10:00          Tuesday, 29 September

Results of Cadiz General Meeting released on       Tuesday, 29 September
SENS

Timetable if the Scheme is approved (certain dates will be confirmed
in the finalisation announcement once the Scheme becomes
unconditional):

Action                                                              2015

Last date on which Cadiz Shareholders who            Tuesday, 6 October
voted against the Scheme can require Cadiz to
seek court approval for the Scheme in terms of
section 115(3)(a) of the Companies Act (if
applicable)

Last date on which Cadiz Shareholders who           Tuesday, 13 October
voted against the Scheme can make application
to the court in terms of section 115(3)(b) of
the Companies Act

Last date for Cadiz to send objecting Offer        Tuesday, 13 October
Shareholders who voted against the Scheme
notice   of  the   adoption  of  the Special
Resolution approving the Scheme, in terms of
section 164 of the Companies Act

Last day for Offer Shareholders who validly        Tuesday, 10 November
exercised their appraisal rights to demand
that Cadiz acquires his Offer Shares at fair
value, in terms of section 164 of the
Companies Act

The following dates assume that all the Scheme Conditions have been
fulfilled or waived (where capable of waiver), save for the Scheme
Condition in respect of receipt of unconditional approval from the
TRP in terms of a compliance certificate or exemption to be issued
in terms of the Companies Act in relation to the Scheme, and that
neither court approvals nor the review of the Scheme is required.
These dates will be confirmed in the finalisation announcement if
the Scheme becomes unconditional.

Expected date for receipt of compliance          Wednesday, 14 October
certificate from TRP

Finalisation announcement expected to be         Wednesday, 14 October
released on SENS

Finalisation announcement expected to be          Thursday, 15 October
published in the South African press

Application for the termination of the listing     Thursday, 15 October
of all the Cadiz Shares from the Main Board of
the JSE expected to be lodged

Expected last day to trade in Cadiz Shares in       Friday, 23 October
order to be recorded on the Register on the
Scheme Record Date (Scheme Last Day to Trade)

Expected date of the suspension of listing of       Monday, 26 October
Cadiz Shares on the JSE

Expected Scheme Record Date on which Cadiz          Friday, 30 October
Shareholders must be recorded in the Register
to receive the Scheme Consideration
Expected Scheme Operative Date                       Monday, 2 November

Expected   date   of   settlement  of   Scheme       Monday, 2 November
Consideration to Scheme Participants who hold
Certificated Cadiz Shares (if the Form of
Election, Surrender and Transfer and Documents
of Title are received on or prior to 12:00 on
the Scheme Record Date)

Expected date of updating the accounts of            Monday, 2 November
Scheme Participants who hold Dematerialised
Cadiz Shares at their CSDP or broker

Expected termination of listing of Cadiz            Tuesday, 3 November
Shares at commencement of trade on the JSE

Timetable if the Scheme is not approved:

If the Scheme fails, Stellar will be entitled to elect to make the
General Offer to the Offer Shareholders (other than Stellar) within
one Business Day after the Scheme has failed, by announcing its
election on SENS.   The following dates in respect of the General
Offer will be confirmed in an announcement post failure of the
Scheme:

Action                                                               2015

Cadiz General Meeting to be held at 10:00            Tuesday, 29 September

Results of Cadiz General Meeting and Stellar’s       Tuesday, 29 September
election to make the General Offer released on
SENS

Expected date of opening of  General              Wednesday, 30 September
Offer General Offer Opening Date)

Expected date for receipt of compliance             Wednesday, 14 October
certificate from TRP

Finalisation announcement expected to be            Wednesday, 14 October
released on SENS

Finalisation announcement expected to be             Thursday, 15 October
published in the South African press

Expected last day to trade to take up the              Friday, 6 November
General Offer

Cadiz Shares trade “ex” the General Offer              Monday, 9 November

Expected General Offer Record Date                    Friday, 13 November

Expected General Offer Closing Date at 12:00          Friday, 13 November

Expected General Offer Settlement Date (see           Monday, 16 November
note 10)

 Notes:
 1. All dates and times in respect of the Scheme are subject to
    change by mutual agreement between Cadiz and Stellar and the
    approval of the JSE and the TRP and may be subject to certain
    regulatory approval(s) including, but not limited to, that of
    the Competition Authorities, being granted. Any change will be
    released on SENS and published in the South African press.
 2. Although the salient dates and times are stated to be subject
    to change, such statement may not be regarded as consent or
    dispensation for any change to the time periods which may be
    required   in   terms  of   the  Takeover   Regulations,   where
    applicable, and any such consent or dispensation must be
    specifically applied for and approved by the TRP.
 3. Cadiz Shareholders are referred to paragraph 7 of the Circular
    (which contains a summary of Dissenting Shareholders’ appraisal
    rights in respect of the Scheme) regarding rights afforded to
    the Cadiz Shareholders, the exercise of which may affect the
    timing regarding the implementation of the Scheme.
 4. Cadiz 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 Cadiz Shares after the
    Voting Last Day to Trade (i.e. Friday, 11 September 2015), will
    not be eligible to vote at the Cadiz General Meeting, but will,
    provided the Scheme is approved and they acquire the Cadiz
    Shares on or prior to the Scheme Last Day to Trade (expected to
    be Friday, 23 October 2015), participate in the Scheme (i.e.
    sell their Cadiz Shares to Stellar in accordance with the
    Scheme for the Scheme Consideration).
 5. A Cadiz Shareholder may submit a proxy at any time before the
    commencement of the Cadiz General Meeting (or any adjournment
    of the Cadiz General Meeting) or hand it to the chairman of the
    Cadiz General Meeting before the appointed proxy exercises any
    of the relevant Cadiz Shareholders’ rights at the Cadiz General
    Meeting (or any adjournment of the Cadiz General Meeting),
    provided that should a Cadiz Shareholder lodge a form of proxy
    with the Transfer Secretaries less than 48 hours before the
    Cadiz General Meeting, such Cadiz Shareholder will also be
    required to furnish a copy of such form of proxy to the
    chairman of the Cadiz General Meeting before the appointed
    proxy exercises any of such Cadiz Shareholder’s rights at the
    Cadiz General Meeting (or any adjournment of the Cadiz General
    Meeting).
6. If the Cadiz General Meeting is adjourned or postponed, forms
   of proxy submitted for the initial Cadiz General Meeting will
   remain valid in respect of any adjournment or postponement of
   the Cadiz General Meeting.
7. All times given in the Circular are local times in South
   Africa.
8. If the Scheme is approved by the requisite majority, share
   certificates may not be dematerialised or rematerialised after
   the Scheme Last Day to Trade.
9. No dematerialisation or rematerialisation of Cadiz Shares may
   take place from the commencement of business on the Business
   Day following the Scheme Last Day to Trade. The Scheme Last Day
   to Trade is expected to be on Friday, 23 October 2015.
10.In the event that the Scheme fails and Stellar elects to make
   the General Offer, the General Offer Consideration will be
   settled every six Business Days from the date of receipt of the
   General Offer Form until the General Offer Closing Date. Such
   settlement will only be effected once the General Offer has
   become unconditional, which date will be announced on SENS.

9. RESPONSIBILITY STATEMENTS

9.1 The Independent Board
    The Independent Board, insofar as any information in this
    announcement relates to Cadiz, collectively and individually
    accept responsibility for the information contained in this
    announcement and confirm that, to the best of their knowledge and
    belief, such information which relates to Cadiz is true and the
    announcement does not omit anything likely to affect the
    importance of such information.

9.2 Board of directors of Stellar
    The board of directors of Stellar (all members of which are deemed
    to be independent), insofar as any information in this
    announcement relates to Stellar, collectively and individually
    accept responsibility for the information contained in this
    announcement and confirm that, to the best of their knowledge and
    belief, such information which relates to Stellar is true and the
    announcement does not omit anything likely to affect the
    importance of such information.

Johannesburg
31 August 2015


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

Sponsor to Cadiz: Investec Bank Limited

Legal Advisers to Cadiz: Cliffe Dekker Hofmeyr Incorporated

Independent Expert: PSG Capital Proprietary Limited

Date: 31/08/2015 02:30:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE'). 
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