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NOT FOR PUBLICATION OR RELEASE, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED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. RESULTS OF THE BOOKBUILD
Shareholders are referred to the announcement released on SENS on 24 November 2015 regarding a redeemable
convertible preference share offering ("Bookbuild").
Stellar Capital is pleased to announce that the Bookbuild was oversubscribed and the Company has successfully closed
and priced the Bookbuild.
The redeemable convertible preference shares will earn a rate of 95% of prime payable semi-annually in arrears. The initial
conversion price has been set at R2.78 per ordinary share, representing a premium of 20.0% above the closing price
(R2.32) of the ordinary shares of the Company on the day prior to the Bookbuild (24 November 2015).
2. SETTLEMENT
Settlement of the Bookbuild will take effect after the amendments to Stellar Capital's Memorandum of Incorporation 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 30
November 2015.
3. FAIRNESS OPINION
As stated in the SENS announcement and the circular to shareholders dated 22 October 2015 certain related parties
intended to participate in the Bookbuild and have been successful in their applications in the Bookbuild. Stellar Capital was
required to obtain a fairness opinion from an independent expert confirming that the terms and conditions of the Bookbuild
are fair to Stellar Capital shareholders. Stellar Capital shareholders are advised that:
- Questco Proprietary Limited was appointed as the independent expert (the 'Independent Expert') by the board of
directors of Stellar Capital to provide a fairness opinion (the 'Fairness Opinion');
- Written confirmation was obtained from the Independent Expert which confirms that the terms and conditions of
the Bookbuild are fair to Stellar Capital shareholders; and
- The Fairness Opinion is available for inspection at Stellar Capital`s registered offices until 24 December 2015.
Johannesburg
26 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: 26/11/2015 07:39:00 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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