Wrap Text
Redeemable convertible preference share offering
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NOT FOR PUBLICATION OR RELEASE, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED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.
REDEEMABLE CONVERTIBLE PREFERENCE SHARE OFFERING
1. INTRODUCTION
Shareholders are referred to the announcement on the 22nd of October in which Stellar Capital announced its intention to
raise R600 million through an underwritten offer of 600 cumulative, redeemable, convertible preference shares of no par
value (“Preference Shares”).
2. RATIONALE AND APPLICATION OF PROCEEDS
The proceeds from the Preference Share issue will primarily be applied towards Stellar Capital’s immediate pipeline of
investments which includes:
- investment in certain proprietary high-yielding credit funds;
- follow-on equity investment in established investment platforms; and
- further large strategic investments targeted for 2016 that will enhance the scale and quality of the Company’s
portfolio.
3. DETAILS REGARDING THE PREFERENCE SHARES
The unsecured Preference Shares, which are to be issued at R1 million per Preference Share, mature on 31 May 2019 and
have a conversion price of R2.78. The Preference Shares are likely to be issued at a dividend rate of 90% to 95% of prime.
The Preference Shares will not be listed and will be settled Over-The-Counter. Further details of the Preference Shares and
the offering are contained in an offering circular which is available on Stellar Capital’s website,
http://www.stellarcapitalpartners.co.za/notices.
4. LAUNCH OF THE BOOKBUILD
The Preference Shares will be offered by way of an accelerated bookbuild to qualifying investors only (“the Bookbuild”). The
Bookbuild is not an offer to the public. The Preference Shares will be issued under the specific authority passed at the
Stellar Capital shareholders meeting held on the 19th of November 2015.
Qualifying investors are requested to bid on the dividend rate only as the conversion price is fixed. Qualifying investors who
wish to participate in the Bookbuild are required to apply for a minimum subscription amount of R10 million.
Qualifying investors are requested to place all their orders via electronic mail to the following address
Jo.Maharaj@rmb.co.za .
The book for the Bookbuild is open from 07:00am on the 25th of November 2015 and is expected to close at 10:00am on the
25th of November 2015. Pricing and allocations will be announced as soon as practicable following the closing of the book.
5. UNDERWRITING
The Bookbuild is fully underwritten by Thunder Capital Proprietary Limited, Shanike Investments No 322 Proprietary Limited
and Titan Financial Services Proprietary Limited.
6. SETTLEMENT
Settlement of the Bookbuild will take place as soon as the amendments to Stellar Capital’s MOI have been registered with
the Companies and Intellectual Property Commission. Successful applicants in the Bookbuild will be advised by the
bookrunner regarding the procedures for and timing of settlement of the Bookbuild, expected on or about the 30th of
November 2015.
Rand Merchant Bank, a division of FirstRand Bank Limited (“RMB”) is acting as bookrunner for the Bookbuild.
Johannesburg
24 November 2015
Bookrunner, joint lead manager and independent sponsor
Rand Merchant Bank (A division of FirstRand Bank Limited)
Joint lead manager and transaction sponsor
Stellar Advisers Proprietary Limited
Legal adviser to Stellar Capital and RMB
Cliffe Dekker Hofmeyr Incorporated
This announcement does not constitute and is not intended to constitute an offer to the public in South Africa in terms of the
South African Companies Act, No. 71 of 2008.
This document does not constitute or form part of any offer or solicitation to purchase or subscribe for securities in the
United States. The 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 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.
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: 24/11/2015 05:48:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE').
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