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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').
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