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Unbundling Of Stadio Holdings Limited To Curro Shareholders Declaration And Finalisation Announcement
Curro Holdings Limited
Incorporated in the Republic of South Africa
(Registration number: 1998/025801/06)
JSE Share Code: COH
ISIN: ZAE000156253
(“Curro” or “the Company”)
UNBUNDLING OF STADIO HOLDINGS LIMITED (“STADIO”) TO CURRO
SHAREHOLDERS – DECLARATION AND FINALISATION ANNOUNCEMENT
1. INTRODUCTION
1.1 On 28 February 2017, Curro announced its intention to
unbundle its entire interest in STADIO and to list STADIO
on the JSE.
1.2 Accordingly, shareholders are hereby advised that the
board of directors of Curro (“Board”) has resolved to
unbundle 410 561 153 shares in STADIO (“STADIO Shares”)
to Curro shareholders in the ratio of one STADIO Share for
every one Curro share held on the record date of the
unbundling (“the Unbundling”), comprising 91.7% of the
total issued share capital of STADIO (the remaining 8.3%
of the issued share capital of STADIO is held by the
vendors of the South African School of Motion Picture
Medium and Live Performance Proprietary Limited (AFDA),
acquired by STADIO prior to the date of this announcement).
The Unbundling is a dividend in specie, in terms of
section 46(1)(a)(ii) of the Companies Act, No. 71 of 2008,
as amended and section 46 of the Income Tax Act, No. 58
of 1962, as amended.
1.3 Shareholders are further advised that the JSE has granted
STADIO a listing of all its issued shares on the main
board of the JSE under the abbreviated name “STADIO”,
share code “SDO” and ISIN ZAE000248662 with effect from
the commencement of trade on Tuesday, 3 October 2017.
STADIO will be listed in the “Specialised Consumer
Services” sector of the JSE (“Listing”).
1.4 The pre-listing statement in relation to the Listing will
be published today, Friday, 15 September 2017 (“Pre-
listing Statement”) and is available on STADIO’s website
www.stadio.co.za.
2. RATIONALE FOR THE UNBUNDLING AND LISTING
2.1 Curro is currently the largest for-profit independent
school group in Africa, providing education services to
approximately 47 000 learners in 127 schools across South
Africa and Namibia. Curro has been a proud provider of
pre-school and school-based education since 1998 and was
listed on the JSE in 2011.
2.2 In 2013, Curro acquired Embury Institute for Higher
Education Proprietary Limited (“Embury”), a registered
private higher education institution, which offers
accredited undergraduate teacher-education
qualifications. The acquisition of Embury was Curro’s
first investment in the post-school education environment.
2.3 In light of the opportunities presented in the post-school
education market, it was a natural progression for Curro
to develop and further expand its higher education
offering. The Latin word “Curro”, can be translated into
English as “I run” and the Italian word “Stadio”, can be
translated into English as “stadium”. In ancient Rome,
long-distance races required athletes to run from stadium
to stadium to reach the finish line. The progression from
Curro to STADIO, symbolises the fact that STADIO is the
way in which the race for education will be continued. It
also epitomises the ethos of “continuing” (lifelong)
learning.
2.4 Given the significant opportunities in the post-school
education market and the capital required to pursue these
opportunities, the Board undertook to separate the
“schools” and higher education businesses, to ensure that
each business has its own dedicated management team, with
a dedicated focus to effectively pursue their growth
strategies in separate distinct markets that both offer
attractive room for growth.
2.5 Thus, the ultimate rationale for the Unbundling and the
Listing is to:
2.5.1 provide STADIO with access to the equity and debt capital
markets in order to facilitate growth;
2.5.2 enable STADIO to raise funds from its shareholders for
the planned expansion (acquisitive and organic) of
STADIO by way of a rights offer in a listed environment;
2.5.3 enhance STADIO’s deal making ability, as listed shares
can be more readily utilised for the purposes of
acquisitions;
2.5.4 provide additional credibility for STADIO to its clients
and debt funders;
2.5.5 provide shareholders with a liquid, tradable security
within a regulated environment, with a market determined
share price and an exit mechanism for those shareholders
who wish to exit; and
2.5.6 provide investors with the opportunity to invest
specifically in the higher education market and in
addition, to provide flexibility to investors to weigh
their exposure between the school and higher education
market.
3. SALIENT DATES AND TIMES FOR THE UNBUNDLING AND LISTING
The salient dated and times for the Unbundling and the
Listing are as set out below:
2017
Unbundling declaration and Friday, 15 September
finalisation announcement published
on SENS on
Abridged Pre-listing Statement Friday, 15 September
published on SENS on
Unbundling declaration and Monday, 18 September
finalisation announcement published
in the press on
Abridged Pre-listing Statement Monday, 18 September
published in the press on
Last day to trade for Curro Monday, 2 October
shareholders to be entitled to
participate in the Unbundling
Listing of STADIO Shares under the Tuesday, 3 October
abbreviated name “STADIO”, share
code “SDO” and ISIN ZAE000248662, on
the main board at commencement of
trade on
Record date for the Unbundling on Thursday, 5 October
Accounts at CSDP or Broker updated in Friday, 6 October
respect of dematerialised
shareholders on
Share certificates posted to Friday, 6 October
certificated shareholders by
registered post on or about
Notes:
1 The above dates are subject to change. Any such change
will be announced on SENS.
2 All references to dates and times are to local dates and
times in South Africa.
3 Share certificates may not be dematerialised or re-
materialised between Tuesday, 3 October 2017 and
Thursday, 5 October 2017, both dates inclusive.
4. FOREIGN SHAREHOLDERS
4.1 It is the responsibility of any foreign shareholder
(including, without limitation, nominees, agents and
trustees for such persons) wishing to take up their
entitlement to unbundled STADIO Shares to satisfy
themselves as to full observance of the applicable laws
of any relevant territory, including obtaining any
requisite governmental or other consents, observing any
other requisite formalities and paying any issue, transfer
or other taxes due in such territories.
4.2 Foreign Shareholders are obliged to observe the applicable
legal requirements of their relevant jurisdictions. The
Unbundling is governed by the laws of South Africa and is
subject to any applicable laws and regulations, including
the exchange control regulations. Any shareholder who is
in doubt as to his position with respect to the Unbundling
in any jurisdiction, including, without limitation, his
tax status, should consult an appropriate independent
professional adviser in the relevant jurisdiction without
delay. Foreign shareholders are reminded that they may
dispose of their Curro shares prior to the last date to
trade in which case they will not participate in the
Unbundling.
Durbanville
15 September 2017
Transaction Advisor and Sponsor to Curro and STADIO:
PSG Capital Proprietary Limited
Date: 15/09/2017 04:45:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE').
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