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CURRO HOLDINGS LIMITED - Unbundling Of Stadio Holdings Limited To Curro Shareholders Declaration And Finalisation Announcement

Release Date: 15/09/2017 16:45
Code(s): COH     PDF:  
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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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