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STADIO HOLDINGS LIMITED - Declaration And Finalisation Announcement In Respect Of The Stadio Rights Offer

Release Date: 03/10/2017 09:00
Code(s): SDO     PDF:  
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Declaration And Finalisation Announcement In Respect Of The Stadio Rights Offer

STADIO HOLDINGS LIMITED
(Previously Embury Holdings Proprietary Limited)
(Incorporated in the Republic of South Africa)
Registration number: 2016/371398/06
JSE share code: SDO
ISIN ZAE000248662
(“STADIO”)

DECLARATION AND FINALISATION ANNOUNCEMENT IN RESPECT OF THE STADIO
RIGHTS OFFER

1. INTRODUCTION

   STADIO shareholders (“Shareholders”) are hereby advised that
   STADIO intends to raise up to R640 million by way of an
   underwritten renounceable rights offer (“Rights Offer”) of
   256 000 011 new STADIO ordinary no par value shares (“Rights
   Offer Shares”) to qualifying Shareholders at a subscription
   price of 250 cents per Rights Offer Share (“Rights Offer Issue
   Price”), in the ratio of 57.19647 Rights Offer Shares for every
   100 STADIO ordinary no par value shares (“Shares”) held on the
   record date for the Rights Offer, being Friday, 13 October 2017
   (“Record Date”).

   A circular to Shareholders, in respect of the Rights Offer
   (“Circular”), together with a specimen form of instruction in
   respect of a letter of allocation, was published today, Tuesday,
   3 October 2017 on STADIO’s website (www.stadio.co.za). Terms
   appearing in title case in this announcement and that are not
   otherwise defined herein, shall bear the meanings assigned to
   them in the Circular.

2. RATIONALE FOR THE RIGHTS OFFER

   The purpose of the Rights Offer is to raise capital, which will
   be utilised as follows:

  -    to settle the bridge funding provided to STADIO by Curro
       Holdings Limited (which was used to fund the cash settled
       portions of the purchase considerations payable in terms of
       the acquisitions of the South African School of Motion
       Picture Medium and Live Performance Proprietary Limited
       (AFDA) and the Southern Business School Proprietary
       Limited);

  -    to fund acquisitions    that   are   in   various   stages   of
       negotiation; and
  -    to fund the transaction costs related to the various
       acquisitions as well as the costs of the capital raising
       and the listing of STADIO on the main board of the JSE
       Limited (“JSE”).

3. SALIENT TERMS OF THE RIGHTS OFFER

  In terms of the Rights Offer, 256 000 011 Rights Offer Shares
  will be offered to Shareholders recorded in STADIO’s share
  register at the close of business on the Record Date, at the
  Rights Offer Issue Price of 250 cents per Rights Offer Share,
  in the ratio of 57.19647 Rights Offer Shares for every 100
  Shares held (“Ratio of Entitlement”).

  Excess applications for Rights Offer Shares will not be allowed
  and any Rights Offer Shares that are not accepted, renounced or
  sold shall revert back to the underwriter. The Rights Offer is
  not conditional upon any minimum subscription being obtained.

  The whole number of rights to subscribe for Rights Offer Shares
  to which qualifying Shareholders will become entitled will be
  determined by the Ratio of Entitlement. Only whole numbers of
  Shares will be issued and Shareholders will be entitled to
  subscribe for rounded numbers of Shares once the Ratio of
  Entitlement has been applied. Fractional entitlements of 0.5 or
  greater will be rounded up and of less than 0.5 will be rounded
  down.

  The Rights Offer Shares issued will rank pari passu with the
  existing issued Shares.

4. IRREVOCABLE UNDERTAKING AND UNDERWRITING

  PSG Financial Services Limited (“PSG Financial Services”) has
  provided STADIO with an irrevocable undertaking that it and/or
  PSG Alpha Proprietary Limited (“PSG Alpha”) (being a subsidiary
  of PSG Financial Services), will follow all of their rights in
  terms of the Rights Offer and will subscribe for all the Rights
  Offer Shares to which they are entitled under the Rights Offer.

  PSG Financial Services has also irrevocably undertaken to
  underwrite the balance of the Rights Offer Shares, being a
  maximum of 125 471 918 Rights Offer Shares, to the extent that
  Shareholders other than PSG Financial Services and/or PSG Alpha
  do not follow their Rights.
  In terms of the irrevocable undertaking and underwriting
  agreement concluded between STADIO and PSG Financial Services –

  -   a commitment fee equal to 1.5% of the aggregate Rights Offer
      Issue Price of all of the Rights Offer Shares to which PSG
      Financial Services and/or PSG Alpha are entitled and
      subscribe for; and

  -   an underwriting fee equal to 1.5% of the aggregate Rights
      Offer Issue Price of all the Rights Offer Shares
      underwritten by PSG Financial Services;

  being an aggregate fee of R9 600 000 (excluding VAT), will be
  payable by STADIO to PSG Financial Services or its duly
  authorised nominee.

5. SALIENT DATES AND TIMES

  The salient dates and times relating to the Rights Offer are
  set out below.
                                                            2017
   Declaration and finalisation               Tuesday, 3 October
   announcement released on SENS on

   Circular placed on the STADIO website on     Tuesday, 3 October

   Last day to trade in Shares in order to     Tuesday, 10 October
   participate in the Rights Offer
   (cum Rights)

   Listing of and trading in the Letters of   Wednesday, 11 October
   Allocation under the JSE Code SDON and
   ISIN ZAE000250379 on the JSE commences
   at 09:00 on

   Shares commence trading ex-Rights on the   Wednesday, 11 October
   JSE at 09:00 on

   Circular posted to Certificated            Thursday, 12 October
   Shareholders together with a Form of
   Instruction on

   Record Date for the Rights Offer             Friday, 13 October

   Rights Offer opens at 09:00 on               Monday, 16 October

   Dematerialised Shareholders will have        Monday, 16 October
   their accounts at their CSDP or Broker
   credited with their entitlement on

   Certificated Shareholders will have          Monday, 16 October
   their Letters of Allocation credited to
   an electronic account held at the
   Transfer Secretaries on

   Circular posted to Qualifying                Monday, 16 October
   Dematerialised Shareholders, where
   applicable, on

   Last day for Certificated Shareholders       Friday, 20 October
   wishing to sell all or part of their
   entitlement to lodge Form of Instruction
   at the Transfer Secretaries by 12:00 on

   Last day to trade in Letters of             Tuesday, 24 October
  Allocation in order to settle trades by
  the Record Date for the Letters of
  Allocation and participate in the Rights
  Offer at the close of business on

  Listing of Rights Offer Shares and         Wednesday, 25 October
  trading therein on the JSE commences

  Rights Offer closes at 12:00 on              Friday, 27 October

  Payment to be made by 12:00 and Form of      Friday, 27 October
  Instruction lodged by Certificated
  Shareholders wishing to renounce or
  subscribe for all or part of the
  entitlement, at the Transfer Secretaries
  on

  Record Date for the Letters of               Friday, 27 October
  Allocation

  Rights Offer Shares issued and posted to     Monday, 30 October
  Shareholders in certificated form (where
  applicable) on or about

  CSDP or Broker accounts in respect of        Monday, 30 October
  Dematerialised Shareholders will be
  updated with Rights Offer Shares and
  debited with any payments due on
   
  Results of Rights Offer announced on         Monday, 30 October
  SENS

  Notes:

  1.   Shareholders may not Dematerialise or rematerialise their
       Shares between Wednesday, 11 October 2017 and Friday,
       13 October 2017, both dates inclusive.
  2.   All references to dates and times are to local dates and
       times in South Africa.
  3.   The above dates and times are subject to amendment. Any
       such amendment will be released on SENS.
  4.   Shareholders are referred to page 4 of the Circular for
       information on the action required by them.

6. JURISDICTION

  The Rights Offer does not constitute an offer in any
  jurisdiction in which it is illegal to make such an offer and
  the Circular and form of instruction should not be forwarded or
  transmitted to any person in any territory other than where it
  is lawful to make such an offer.

  The Rights Offer Shares have not been and will not be registered
  under the Securities Act of the United States of America.
  Accordingly, the Rights Offer Shares may not be offered, sold,
  resold, delivered or transferred, directly or indirectly, in or
  into the United States or to, or for the account or benefit of,
  United States persons, except pursuant to exemptions from the
  Securities Act. The Circular and the accompanying documents are
  not being, and must not be, mailed or otherwise distributed or
  sent in, into or from the United States. The Circular does not
  constitute an offer of any securities for sale in the United
  States or to United States persons.

  The Rights Offer does not constitute an offer in the District
  of Columbia, the United States, the Dominion of Canada, the
  Commonwealth of Australia, Japan or in any other jurisdiction
  in which, or to any person to whom, it would not be lawful to
  make such an offer (“Non-Qualifying Shareholder”). Non-
  Qualifying Shareholders should consult their professional
  advisors to determine whether any governmental or other consents
  are required or other formalities need to be observed to allow
  them to take up the Rights Offer, or trade their entitlement.
  Shareholders   who   are   Non-Qualifying   Shareholders,    are
  responsible for ensuring that taking up the Rights Offer, or
  trading in their entitlements under the Rights Offer, does not
  breach any law or regulations in their relevant overseas
  jurisdiction.

  To the extent that Non-Qualifying Shareholders are not entitled
  to participate in the Rights Offer as a result of the
  aforementioned restrictions, such Non-Qualifying Shareholders
  should not take up their Rights Offer entitlement or trade in
  their Rights Offer entitlement and should allow their rights in
  terms of the Rights Offer to lapse. To the extent that Non-
  Qualifying Shareholders are permitted to do so, they may sell
  their Rights Offer entitlement on or prior to Tuesday,
  24 October 2017, the last day to trade their Rights Offer
  entitlement.

7. PUBLICATION AND DISTRIBUTION OF THE CIRCULAR

  The Circular, containing full details of the terms of the Rights
  Offer, together with a specimen form of instruction, was
  published today, Tuesday, 3 October 2017 on STADIO’s website
  (www.stadio.co.za).

  STADIO will post the Circular, together with a form of
  instruction in respect of a letter of allocation, to
  certificated Shareholders on Thursday, 12 October 2017.

  Furthermore, STADIO will post the Circular to qualifying
  dematerialised Shareholders, where applicable, on Monday,
  16 October 2017.

  Copies of the Circular are available in English and may be
  obtained during normal business hours from Tuesday,
  3 October 2017 until Friday, 27 October 2017 (both days
  inclusive), from the registered office of STADIO at Unit 13,
  San Domenico, 10 Church Street, Durbanville, 7550 and from the
  offices of PSG Capital, the Transaction Advisor and Sponsor, at
  1st Floor, Ou Kollege, 35 Kerk Street, Stellenbosch, 7600 and
  2nd Floor, 11 Alice Lane (Bowmans Building), Sandhurst, Sandton,
  2196.

Durbanville
3 October 2017

Transaction Advisor and Sponsor: PSG Capital Proprietary Limited
Independent Sponsor: Questco Proprietary Limited
Underwriter: PSG Financial Services Limited

Date: 03/10/2017 09:00:00 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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