STELLAR CAPITAL PARTNERS LIMITED - CANCELLATION OF S431152 General repurchase of ordinary shares

CANCELLATION OF S431152 General repurchase of ordinary shares

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

GENERAL REPURCHASE OF ORDINARY SHARES

1. Introduction

   Stellar Capital shareholders are advised that the Company has repurchased 48 778 576 Stellar Capital Ordinary
   Shares (the "General Repurchase") in terms of the general authority granted by shareholders at the Company’s
   annual general meeting held on 26 November 2019 (the "Authority").

2. Details of the General Repurchase

   Date of the General Repurchase:                                          21 May 2020
   Number of Ordinary Shares repurchased by the Company:                    48 778 576
   Lowest repurchase price per Ordinary Share:                              R0.68
   Highest repurchase price per Ordinary Share:                             R0.71
   Total value of Ordinary Shares repurchased:                              R34 145 003
   Shares in issue at the date the Authority was granted (excluding
   treasury shares):                                                        1 056 811 520
   Shares currently in issue (including treasury shares) after the
   repurchase by the Company is cancelled:                                  1 016 836 786

   The Company holds 93 701 459 Ordinary Shares in treasury.

   The 1 016 836 786 issued shares reflected above assume that the 48 778 576 shares repurchased by Stellar
   Capital have all been delisted by the JSE. Application to delist these shares will be made in due course.

   The remaining extent of the Authority amounts to 100 518 576 Ordinary Shares, representing 9.51% of the total
   issued Ordinary Share capital of Stellar Capital (excluding treasury shares) at the date the Authority was granted.

3. Source of funds

   The General Repurchase was funded from the Company’s available cash resources.

4. Statement by the board of directors of Stellar Capital (the "Board")

   The Board has considered the effect of the General Repurchase and is of the opinion that, for a period of twelve
   months following the date of the General Repurchase:

   4.1. the Company and the Group will be able in the ordinary course of business to pay their debts;

   4.2. the assets of the Company and the Group will be in excess of the liabilities of the Company and the
        Group. For this purpose, the assets and liabilities were recognised and measured in accordance with the
        accounting policies used in the latest published financial statements of the Group;

   4.3. the share capital and reserves of the Company and the Group will be adequate for ordinary
        business purposes;

   4.4. the working capital of the Company and the Group will be adequate for ordinary business
        purposes; and

   4.5. the Company and the Group have passed the solvency and liquidity test and since the test was
        performed, there have been no material changes to the financial position of the Company and
        the Group.

5. Impact of the General Repurchase on financial information

   The Company’s cash balances decreased by R34 145 003 as a result of the General Repurchase. Interest
   receivable at rates of approximately 6.75% per annum (pre-tax) will be foregone on the cash resources
   used to fund this General Repurchase. The Repurchase will have the effect of reducing the number of
   shares in issue used for purposes of the net asset value per share, earnings per share and headline
   earnings per share calculations by 48 778 576 Shares.

6. Compliance with paragraph 5.72 of the JSE Limited Listings Requirements ("JSE Listings
   Requirements")

   The General Repurchase was effected through the order book operated by the JSE trading system and
   done without any prior understanding or arrangement between the Company and the counter parties.
   Accordingly, the Company has complied with paragraph 5.72(a) of the JSE Listings Requirements.

Cape Town
25 May 2020

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

Date: 25-05-2020 08:29:59
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