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Rights issue declaration announcement
STELLAR CAPITAL PARTNERS LIMITED
(Incorporated in the Republic of South Africa)
(Registration number 1998/015580/06)
("Stellar Capital" or the "Company")
Share code: SCP
ISIN: ZAE000198586
NOT FOR PUBLICATION OR RELEASE, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED
STATES, AUSTRALIA, CANADA, JAPAN, HONG KONG OR ANY OTHER JURISDICTION WHERE
TO DO SO WOULD BE UNLAWFUL. THIS ANNOUNCEMENT DOES NOT CONSITUTE OR FORM
AN OFFER OF SECURITIES IN THE UNITED STATES OR ANY OTHER JURISDICTION.
RIGHTS ISSUE DECLARATION ANNOUNCEMENT
1 Introduction
1.1 Shareholders are referred to the announcement released on SENS on 22 October 2015
relating to the Company’s intention to raise up to R1 000 000 000 by way of –
1.1.1 an underwritten, renounceable rights issue to its shareholders in terms of which the Company
intends to raise R400 000 000 ("Rights Issue"); and
1.1.2 the creation of 600 cumulative, non-participating, redeemable convertible preference shares
and an underwritten offer at an issue price of R1 000 000 per preference share to qualifying
investors in order to raise R600 000 000.
2 Rationale for the Rights Issue
2.1 The Company intends issuing such number of ordinary shares as is equal to an aggregate
issue price of R400 000 000 at a price to be determined prior to the finalisation date of the
Rights Issue.
2.2 The purpose of the Rights Issue is to raise permanent capital for the Company and to provide
existing shareholders the opportunity to follow their rights and participate in the continued
growth of the Company.
2.3 The proceeds from the Rights Issue will primarily be applied towards Stellar Capital’s
immediate pipeline investments which include:
2.3.1 investment in certain proprietary high-yielding credit funds;
2.3.2 follow-on equity investment in established investment platforms; and
2.3.3 further large strategic investments targeted for 2016 that will enhance the scale and quality of
the Company’s portfolio.
2.4 Shareholders are advised that a circular setting out the full details of the Rights Issue ("Rights
Issue Circular") has been submitted to the JSE Limited ("JSE") for approval. The Rights Issue
Circular will be made available on the Company’s website (www.stellarcapitalpartners.co.za) on
or about 9 November 2015 and will be posted to qualifying certificated shareholders on 10
November 2015 and to qualifying dematerialised shareholders on 17 November 2015.
2.5 Salient dates and times of the Rights Issue
The salient dates and times in respect of the Rights Issue are set out in the table below.
2015
Last day to trade in shares in order to participate in the Rights
Issue (cum entitlement) Friday, 6 November
Shares commence trading ex-entitlement at 09:00 on Monday, 9 November
Listing of and trading in the letters of allocation on the JSE
commences at 09:00 on (Code: SCPN, ISIN: ZAE000211140) Monday, 9 November
Rights Issue Circular and a form of instruction, where applicable,
posted to qualifying certificated shareholders on Tuesday, 10 November
Record date for the Rights Issue at 17:00 on Friday, 13 November
Rights Issue opens at 09:00 on Monday, 16 November
In respect of qualifying certificated shareholders, letters of
allocation credited to an electronic account held with the transfer
secretary at 09:00 on Monday, 16 November
In respect of qualifying dematerialised shareholders, CSDP or
broker accounts credited with letters of allocation at 09:00 on Monday, 16 November
Rights Issue Circular posted to qualifying dematerialised
shareholders on Tuesday, 17 November
Last day to trade letters of allocation on the JSE Friday, 20 November
In respect of qualifying certificated shareholders wishing to sell all
or some of their letters of allocation, forms of instruction to be
lodged with the transfer secretary by 12:00 on Friday, 20 November
Listing of Rights Issue shares and trading therein on the JSE Monday, 23 November
commences at 09:00 on
In respect of qualifying certificated shareholders (or their
renouncees) wishing to exercise all or some of their rights,
payment to be made and forms of instruction to be lodged with the
transfer secretary by 12:00 on Friday, 27 November
Rights Issue closes at 12:00 on Friday, 27 November
Record date for the letters of allocation on Friday, 27 November
Rights Issue shares issued on Monday, 30 November
In respect of qualifying dematerialised shareholders (or their
renouncees), CSDP or broker accounts debited with the
aggregate Rights Issue price and updated with Rights Issue
shares at 09:00 on Monday, 30 November
In respect of qualifying certificated shareholders (or their
renouncees), share certificates in respect of Rights Issue shares
posted on or about Monday, 30 November
Results of the Rights Issue announced on SENS on Monday, 30 November
Results of the Rights Issue published in the press on Tuesday, 1 December
In respect of successful excess applications (if applicable), Rights
Issue shares issued to qualifying dematerialised shareholders
and/or share certificates posted to qualifying certificated
shareholders on or about Wednesday, 2 December
In respect of unsuccessful excess applications (if applicable),
refund payments made to certificated shareholders on or about Wednesday, 2 December
Notes:
1. Share certificates in respect of shares may not be dematerialised or rematerialised between Monday, 9 November
2015 and Friday, 13 November 2015, both days inclusive.
2. If you are a qualifying dematerialised shareholder you are required to notify your duly appointed CSDP or broker of
your acceptance of the Rights Issue in the manner and time stipulated in the agreement governing the relationship
between yourself and your CSDP or broker.
3. CSDPs effect payment on a delivery versus payment method in respect of qualifying dematerialised shareholders.
4. All times indicated in this announcement are local times in South African (SAST).
5. The dates and times indicated in the table above are subject to change. Any material changes will be released on
SENS and published in the press.
6. Share certificates will be posted at the risk of the qualifying certificated shareholders (or their renouncees).
2.6 Irrevocable Undertakings and underwriting
2.6.1 The Company has received irrevocable undertakings from shareholders undertaking to follow
their rights under the Rights Issue and subscribe for Rights Issue shares up to a maximum of
R125 000 000.
2.6.2 The R275 000 000 balance of the Rights Issue has been fully underwritten, details of which
will be included in the finalisation announcement. An underwriting fee of 2% of the amount
underwritten will be payable by the Company to the underwriters.
2.6.3 Particulars of the irrevocable undertakings and underwriting shall be contained in the Rights
Issue Circular.
2.7 Excess Applications
Shareholders are entitled to apply for any excess Rights Issue shares not taken up by other
shareholders, over and above their entitlement. Should there be excess Rights Issue shares
available, such excess Rights Issue shares will be allocated equitably, taking cognisance of
the number of ordinary shares held by the shareholder just prior to such allocation, including
those taken up as a result of the Rights Issue, and the number of excess Rights Issue shares
applied for by such shareholder.
2.8 Conditions Precedent
2.8.1 The implementation of the Rights Issue will be subject to the fulfilment of the following
conditions:
2.8.1.1 approval of the Rights Issue Circular by FirstRand Bank Limited, in its capacity as an
Authorised Dealer in foreign exchange;
2.8.1.2 approval by the JSE of the Rights Issue Circular and all ancillary documents thereto; and
2.8.1.3 approval by the JSE for the listing of the letters of allocation and the listing of the Rights
Issue shares.
2.9 Further Notices
2.9.1 It is anticipated that the finalisation announcement for the Rights Issue, including the final
terms of the Rights Issue, will be released on SENS on or about Tuesday, 3 November 2015
and in the South African press on or about Wednesday, 4 November 2015.
2.9.2 The Rights Issue Circular and a form of instruction will be posted to qualifying certificated
shareholders on Tuesday, 10 November 2015. The Rights Issue Circular will be posted to
qualifying dematerialised shareholders registered as such on the record date for the Rights
Issue on or about Tuesday, 17 November 2015.
JOHANNESBURG
22 OCTOBER 2015
Joint Adviser and Transaction Sponsor
Stellar Advisers Proprietary Limited
Joint Adviser and Independent Sponsor
Rand Merchant Bank (a division of FirstRand Bank Limited)
Legal Adviser to Stellar Capital
Cliffe Dekker Hofmeyr Incorporated
Neither this announcement nor the Rights Issue constitutes or is intended to constitute an offer to the
public in South Africa in terms of the South African Companies Act 71 of 2008 (as amended).
This document does not constitute or form part of any offer or solicitation to purchase or subscribe for
securities in the United States. The rights offer described herein has not been and will not be
registered under the U.S. Securities Act of 1933, as amended (“U.S. Securities Act”), or under any
relevant securities laws of any state or other jurisdiction of the United States. The securities
described herein (the “Securities”) may not be offered, sold, taken up, resold, renounced, exercised,
pledged, transferred or delivered, directly or indirectly, in or into the United States at any time except
pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the
U.S. Securities Act and applicable state and other securities laws of the United States. The Securities
may be offered, sold, taken up, resold, renounced, exercised, pledged, transferred or delivered, by
persons outside the United States in accordance with Regulation S under the U.S. Securities Act.
There will be no public offering of the Securities in the United States.
In member states of the European Economic Area (“EEA”) which have implemented the Prospectus
Directive (each, a “Relevant Member State”), this announcement and any offer if made subsequently
is directed exclusively at persons who are “qualified investors” within the meaning of the Prospectus
Directive (“Qualified Investors”). For these purposes, the expression “Prospectus Directive” means
Directive 2003/71/EC (and amendments thereto, including Directive 2010/73/EU, to the extent
implemented in a Relevant Member State), and includes any relevant implementing measure in the
Relevant Member State.
In the United Kingdom this announcement is only being distributed to, and is only directed at, and any
investment or investment activity to which this announcement relates is available only to, and will be
engaged in only with, Qualified Investors who are (i) investment professionals falling with Article 19(5)
of the UK Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the “Order”); or
(ii) high net worth entities falling within Article 49(2)(a) to (d) of the Order, or (iii) other persons to
whom it may otherwise be lawfully communicated (all such persons together being referred to as
“relevant persons”). Persons who are not relevant persons should not take any action on the basis of
this announcement and should not act or rely on it.
To the extent that shareholders are not entitled to participate in the Rights Issue or trade the rights to
which they are entitled as a result of the aforementioned restrictions, the allocated rights in respect of
such shareholders shall revert to the Company and such Rights shall lapse.
This announcement has been issued by and is the sole responsibility of Stellar Capital. No
representation or warranty, express or implied, is or will be made as to, or in relation to, and no
responsibility or liability is or will be accepted by the advisers or by any of their respective affiliates or
agents as to, or in relation to, the accuracy or completeness of this announcement or any other
written or oral information made available to or publicly available to any interested party or its
advisers, and any liability therefore is expressly disclaimed.
Date: 22/10/2015 10:18:00 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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