Wrap Text
Rights issue finalisation 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NOT FOR PUBLICATION OR RELEASE, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED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 FINALISATION ANNOUNCEMENT
1. Introduction
Stellar Capital shareholders are referred to the rights issue declaration announcement released on
the Stock Exchange News Service (“SENS”) on 22 October 2015, relating to a renounceable rights
issue to Stellar Capital shareholders (“Rights Issue”).
The terms of the Rights Issue have now been finalised and all conditions precedent to the Rights
Issue have been fulfilled.
2. Terms of the Rights Issue
Stellar Capital shareholders are advised that the board of directors of the Company has resolved to
raise R400 million in terms of the Rights Issue.
The Rights Issue will consist of an offer of 173 913 044 new Stellar Capital shares in the ratio of
23.14079 new shares for every 100 Stellar Capital shares held on the record date of the Rights Issue,
being Friday, 13 November 2015, at an issue price of R2.30 per Stellar Capital share.
Existing shareholders, Titan Financial Services Proprietary Limited and its nominated entities and
Asgard Capital Assets Limited have irrevocably committed to subscribe for 54 347 826 Rights Issue
shares, a maximum subscription of R125 million. The R275 million balance of the Rights Issue is
underwritten by Thunder Capital Proprietary Limited and Anchor Capital Proprietary Limited.
3. Salient dates and times of the Rights Issue
The final 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 secretaries 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 and a form of instruction, where applicable, 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 Friday, 20 November
secretaries by 12:00 on
Listing of Rights Issue shares and trading therein on the JSE commences at
09:00 on Monday, 23 November
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 Friday, 27 November
to be lodged with the transfer secretaries by 12:00 on
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 Monday, 30 November
updated with Rights Issue shares at 09:00 on
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 Wednesday, 2 December
posted to qualifying certificated shareholders on or about
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 are South African times.
5. Share certificates will be posted at the risk of the qualifying certificated shareholders (or their renouncees).
4. Rights Issue circular
The Rights Issue circular and a form of instruction in respect of a letter of allocation will be distributed
to qualifying certificated Stellar Capital shareholders on or about Tuesday, 10 November 2015 and to
qualifying dematerialised Stellar Capital shareholders registered on the record date for the Rights
Issue on or about Tuesday, 17 November 2015.
The circular will also be available on the website of the Company (www.stellarcapitalpartners.co.za)
from Monday, 9 November 2015.
JOHANNESBURG
3 November 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: 03/11/2015 12:12:00 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.
Sharenet Sites 
