STELLAR CAPITAL PARTNERS LIMITED - Acquisition of an additional interest in Cadiz Holdings Limited (Cadiz)

Acquisition of an additional interest in Cadiz Holdings Limited (“Cadiz”)

STELLAR CAPITAL PARTNERS LIMITED
Incorporated in the Republic of South Africa
(Registration number 1998/015580/06)
 Share code: Stellar     ISIN: ZAE000198586
   (“Stellar Capital” or the “SCP”)


ACQUISITION OF AN ADDITIONAL INTEREST IN CADIZ HOLDINGS LIMITED
(“CADIZ”)


1.   Introduction

Shareholders are referred to the announcement released on the
Stock Exchange News Service (“SENS”)on 30 November 2015
regarding the acquisition of Cadiz by Stellar Capital, acting
through Friedshelf 1678 Limited (“Bidco”) such that Stellar
Capital holds 85.03% in Bidco, which in turn holds the entire
issued ordinary share capital in Cadiz (“Initial Cadiz
Acquisition”).

2.   The Cadiz Acquisition

Stellar Capital has entered into an agreement with Lavender Sky
40 Proprietary Limited (the “Vendor”) to acquire an additional
12.18% of the ordinary issued shares of Bidco for an aggregate
cash    consideration     of    R35,216,560.49    (representing
approximately R1.237 per Bidco share), increasing SCP’s
interest in Bidco to 97.21% (“Cadiz Acquisition”). The Vendor
is not a related party to Stellar Capital.

The effective date of the Cadiz Acquisition is expected to be
on or about 31 January 2016, unless the parties agree
otherwise.

3.   Conditions Precedent

The Cadiz Acquisition is not subject to the fulfilment of any
outstanding conditions precedent.

4.   Nature of the business of Bidco

Bidco is a newly incorporated company which was established
specifically for purposes of acquiring and holding Cadiz as a
wholly-owned subsidiary pursuant to the Bidco/Cadiz Scheme
Transaction announced on 9 July 2015 and completed on 3
November 2015

Cadiz is a financial services group that is primarily focused
on institutional and personal investments through its wholly-
owned subsidiary, Cadiz Asset Management Proprietary Limited.
Cadiz also provides corporate finance advisory services through
its subsidiary Cadiz Corporate Solutions Proprietary Limited.

5.   Rationale for the Cadiz Acquisition

As mentioned in the SENS announcement dated 30 November 2015,
Stellar Capital is increasing its exposure to Cadiz to benefit
from upside in a successful turnaround.

6.   Categorisation of the Cadiz Acquisition

The Cadiz Acquisition, together with the Initial Cadiz
Acquisition, constitutes a Category 2 transaction, on an
aggregated basis, in terms of Section 9 of the JSE Limited
Listing Requirements.

7.   Net Assets and Profits of Bidco

The value of the net assets of Cadiz (held 100% by Bidco) which
are the subject of the Cadiz Acquisition as at 31 March 2015
are R396 505 000. There are no profits attributable to the
additional 12.18% of Bidco ordinary issued shares to be
acquired by SCP.

8.   Adherence to the JSE Limited Listings Requirements

As mentioned in Stellar Capital’s SENS announcement released on
30 November 2015, the memoranda of incorporation of Bidco,
Cadiz and any group subsidiaries will not frustrate SCP in its
compliance with its obligations under the JSE Limited Listings
Requirements nor relieve SCP from such compliance.


Rosebank, Johannesburg
21 January 2016

Sponsor
RAND MERCHANT BANK (A division of FirstRand Bank Limited)

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