STELLAR CAPITAL PARTNERS LIMITED - Acquisition of remaining shares in Tellumat Proprietary Limited (Tellumat)

Acquisition of remaining shares in Tellumat Proprietary Limited (“Tellumat”)

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


ACQUISITION OF REMAINING SHARES IN TELLUMAT PROPRIETARY LIMITED
(“TELLUMAT”)


1.   Introduction

Shareholders are referred to the announcement released on the
Stock Exchange News Service (“SENS”) on 30 November 2015,
regarding Stellar Capital’s acquisition of an additional 63.14%
interest in Tellumat, taking SCP’s total interest in Tellumat
up to 93.14%.

2.   The Tellumat Acquisition

Stellar Capital has agreed to acquire the remaining 6.86% of
the shares in Tellumat from the Tellumat Employee Share Trust
(the “Trust”), for an aggregate consideration of R12,951,313
which will be settled by the issue of 5 631 007 new shares in
SCP at an issue price of R2.30 per share (“Tellumat
Acquisition”).

The Trust is not a related party to Stellar Capital.

Following implementation of the Tellumat Acquisition, Tellumat
will constitute a wholly-owned subsidiary of Stellar Capital.

The effective date of the Tellumat Acquisition is expected to
be on or about 1 March 2016, unless the parties agree
otherwise.

3.   Conditions Precedent

There are no conditions precedent to the Tellumat Acquisition.

4.   Nature of the business of Telllumat

Tellumat provides innovative technology solutions and services
in the ICT, defence, energy and transport sectors. Tellumat has
offices in Cape Town and Gauteng, with core capabilities in the
following 4 areas:

     -   Integrated ICT solutions;
     -   Defence and security;
     -   Air traffic management; and
     -   Advanced manufacturing.

5.   Rationale for the Tellumat Acquisition

As mentioned in the SENS announcement dated 30 November 2015,
Stellar Capital is increasing its holding in Tellumat as it
believes that the business has significant potential and will
benefit from a shareholder of reference that is able to support
its expansion plan.

6.   Categorisation of the Tellumat Acquisition

The Tellumat Acquisition, aggregated with the acquisition of
63.14% in Tellumat announced on SENS on 30 November 2015,
constitutes a Category 2 transaction in terms of Section 9 of
the JSE Limited Listings Requirements.

7.   Net Assets and Profits of Tellumat

The value of the total net assets of Tellumat which are the
subject of the Tellumat Acquisition as at 30 September 2015 is
R368 834 000. The audited net profit after tax of Tellumat for
the year ended 30 September 2015 is R29 506 000.

8.   Adherence to the JSE Limited Listings Requirements

As mentioned previously in Stellar Capital’s SENS announcement
released on 30 November 2015, the memorandum of incorporation
of Tellumat 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
9 February 2016

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

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