STELLAR CAPITAL PARTNERS LIMITED - Stellar / Cadiz - Joint announcement of the firm intention of Stellar to make an offer to acquire 100% of Cadiz

Release Date: 19/06/2015 13:25
Code(s): SCP CDZ
 
Wrap Text
Stellar / Cadiz - Joint announcement of the firm intention of Stellar to make an offer to  acquire 100% of Cadiz

STELLAR CAPITAL PARTNERS LIMITED          CADIZ HOLDINGS LIMITED
(Incorporated in the Republic of     (Incorporated in the Republic of
          South Africa)                        South Africa)
      (Registration number                 (Registration number
         1998/015580/06)                      1997/007258/06)
         Share code: SCP                      Share code: CDZ
       ISIN: ZAE000198586                   ISIN: ZAE000017661
           (“Stellar”)                           (“Cadiz”)

JOINT ANNOUNCEMENT OF THE FIRM INTENTION OF STELLAR TO MAKE AN
OFFER TO ACQUIRE 100% OF CADIZ


1.   INTRODUCTION

1.1 The boards of directors of Stellar and Cadiz are pleased to
    announce that the board of directors of Cadiz has received
    notification from Stellar, acting through a special purpose
    vehicle to be incorporated as a wholly-owned subsidiary of
    Stellar   (“Bidco”) of its firm intention to make an offer to
    acquire 100% of the total issued ordinary shares in Cadiz
    (excluding 12 073 989 treasury shares held by a subsidiary of
    Cadiz, which constitute approximately 4.91% of the total issued
    ordinary share capital of Cadiz (“Treasury Shares”)), being 233
    749 129 shares (the “Offer Shares”):

     1.1.1 by way of a scheme of arrangement in terms of section
           114(1)(c), read with section 115, of the Companies Act,
           No. 71 of 2008, as amended (the "Companies Act"), to be
           proposed by the board of directors of Cadiz between Cadiz
           and all its shareholders (including, for the avoidance of
           doubt,   Stellar)  (the   "Offeree   Shareholders")  (the
           "Scheme"); or

     1.1.2 if the Scheme is not proposed or fails and Stellar so
           elects, by way of an offer by Stellar to all the Offeree
           Shareholders (other than Stellar) to acquire the Offer
           Shares (the “General Offer”),

     (collectively hereinafter referred to as the "Proposed Offer").

1.2 The Scheme, if implemented, will result in Bidco owning 100% of
    the Offer Shares as well as the termination of Cadiz’ listing
    on the Main Board of the JSE Limited (the “JSE”), as detailed
    in paragraph 10 below (“Delisting”).      Stellar’s percentage
    interest in Bidco following the implementation of the Scheme
    will be subject to the elections made by Offeree Shareholders,
    as detailed in paragraph 1.4 below.

1.3 The Proposed Offer constitutes a firm intention by Stellar to
    make an offer to Offeree Shareholders as contemplated in
    Chapter 5 of the Companies Act and Chapter 5 of the Companies
    Regulations, 2011, promulgated under the Companies Act (which
    includes the Takeover Regulations issued pursuant to sections
    120   and   223  of   the  Companies   Act)  (the  “Companies
    Regulations”).

1.4 Offeree Shareholders will, if the Scheme becomes operative,
    receive new ordinary shares in Stellar (“Stellar Shares”) or
    new ordinary shares in Bidco (“Bidco Shares”) on the basis that
    -

    -   Offeree Shareholders which elect to receive Stellar Shares
        will receive 5 Stellar Shares, to be issued at a price of
        R2.00 per Stellar Share, for every 8 Offer Shares held,
        which is the equivalent of R1.25 per Offer Share at the date
        of this announcement; and
    -   Offeree Shareholders which elect to receive BidCo shares
        will receive 1 Bidco Share for each Offer Share held, such
        that they will retain their existing investment in Cadiz
        indirectly through Bidco

    (collectively    hereinafter   referred   to   as   the   “Offer
    Consideration”).

1.5 Should the Scheme not be proposed or fail, and Stellar, in its
    discretion, elects to make the General Offer, Cadiz shareholders
    (other than Stellar) will receive the Stellar Shares (on the
    basis referred in paragraph 1.4 above) for their Offer Shares.

1.6 If the Scheme is approved by the requisite majority of Offeree
    Shareholders at a general meeting, each Offeree Shareholder will
    be deemed to have sold their Offer Shares in return for Stellar
    Shares or Bidco Shares, as applicable, such that Bidco will own
    100% of the issued shares in Cadiz, and Cadiz will be delisted,
    as detailed in paragraph 10 below.

1.7 As at the date of this announcement, Stellar has received
    irrevocable undertakings from the Cadiz shareholders holding
    47.21% of the voting rights entitled to be exercised in respect
    of the Scheme to vote in favour of the Scheme.          For the
    avoidance of doubt, although Stellar will be an Offeree
    Shareholder, it will not be entitled to vote in respect of the
    Scheme in accordance with section 115(4) of the Companies Act.

1.8 Offeree Shareholders will be required to make the election in
    respect of the Offer Consideration in whole and not in part in
    respect of all their Offer Shares. Offeree Shareholders who do
    not make an election will be deemed to have elected to receive
    Stellar Shares as Offer Consideration. The total number of the
    Stellar Shares and Bidco Shares to be issued pursuant to the
    Scheme depends on the elections made by Offeree Shareholders.
    Stellar will elect to receive its consideration in Bidco Shares.
1.9 For those Offeree Shareholders who elect to receive Stellar
    Shares, the Offer Consideration represents a valuation, at the
    date of this announcement, of Cadiz shares of R1.29 per share
    (on a relative basis, based on the closing share price of R2.02
    per Stellar share and R0.98 per Cadiz share on 18 June 2015),
    representing a premium of:

    1.9.1 31.46% to the closing price of the Offer Shares on the
        securities exchange operated by the JSE as at 18 June 2015,
        being   the  date   immediately   preceding  the  date   of
        publication of this announcement; and

    1.9.2 24.09% to the volume weighted average price of the Offer
        Shares on the securities exchange operated by the JSE for
        the 30 trading days up to and including 18 June 2015, being
        the date immediately preceding the date of publication of
        this announcement.

1.10    Based on the audited financial results of Cadiz for the
    year ended 31 March 2015, the pro forma net asset value per
    Cadiz share is 176 cents and the tangible net asset value per
    Cadiz share is 129 cents.    Cadiz reported a loss per share of
    111.4 cents and headline loss per share of 23 cents for the
    reporting period then ended.

2. RATIONALE FOR THE PROPOSED OFFER

   Cadiz is a financial services group that is primarily focused on
   institutional and personal investments through its wholly-owned
   subsidiary, Cadiz Asset Management Proprietary Limited (“Cadiz
   Asset Management”).   Founded in Cape Town 20 years ago as a
   securities house, the group has been listed on the JSE since
   1999.   Over the past decade, Cadiz has shifted its focus away
   from securities to asset management.        Today, Cadiz Asset
   Management is one of the largest independent fund managers in
   South Africa with assets under management of R20.7 billion as at
   Cadiz’s reporting date, 31 March 2015.

   Stellar is a diversified investment holding company listed on
   the JSE.    Following the acquisition by Stellar of a 16.45%
   interest in Cadiz, as announced on SENS on 8 April 2015, and an
   assessment of the strategic options available, the board of
   directors of Stellar believes that Cadiz would benefit from the
   focus and flexibility of operating in the unlisted environment,
   with the support of Stellar as a key shareholder. Benefits of
   the Proposed Offer for Cadiz and its shareholders include:

   -   for Cadiz shareholders:

   -   a substantial premium to the current traded price of Cadiz
       shares; and
     -   a mechanism to either realise their investment in Cadiz (by
         acquiring   shares   in   a   more liquid   investment)  or
         alternatively to participate in the turnaround strategy of
         Cadiz in an unlisted environment;

     - for Cadiz:

     -   reduced regulatory reporting requirements post-Delisting in
         respect of Cadiz’ future corporate activity and ability to
         respond swiftly and decisively to market opportunities;
     -   reduced costs associated with maintaining a listing and a
         consolidation of head office functions and costs; and
     -   greater clarity and flexibility in respect of the intended
         turnaround   and  growth   strategy  with   a  strong   anchor
         shareholder in Stellar.

3.   MECHANICS OF THE PROPOSED OFFER

3.1 The Proposed Offer constitutes an "affected transaction" as
    defined in section 117(1)(c) of the Companies Act.         The
    Proposed Offer will be implemented either by way of the Scheme
    or, in the event that the Scheme is not proposed or fails and
    Stellar so elects, by way of the General Offer, as detailed in
    paragraph 3.4 below.

3.2 The Proposed Offer is subject to the suspensive conditions set
    out in paragraph 4.1 below.

3.3 The implementation of the Scheme will be subject to the
    suspensive conditions set out in paragraph 5.2 below (the
    "Scheme Conditions").    In the event that the Scheme becomes
    operative, the listing of Cadiz’ shares on the Main Board of
    the JSE will be terminated, and Cadiz shareholders will be
    deemed to have sold their Offer Shares for the Offer
    Consideration, thereby constituting Cadiz as a wholly owned
    subsidiary of BidCo.     Bidco will in turn be owned by the
    Offeree Shareholders who elect to receive Bidco Shares.
    Stellar confirms that it will adhere to the provisions of
    paragraph 10.21 of Schedule 10 of the Listings Requirements of
    the JSE in this regard (to the extent required).

3.4 In the event that the Scheme is not proposed or fails, Stellar
    may, at its election, make the General Offer to Offeree
    Shareholders (other than Stellar), which General Offer will be
    subject to the suspensive conditions set out in paragraph 6.1
    below.   To the extent that the General Offer is implemented,
    only Offeree Shareholders (other than Stellar) who have
    accepted the General Offer will sell their Offer Shares to
    Stellar for the Stellar Shares (on the basis referred in
    paragraph 1.4 above).   Those Offeree Shareholders who do not
    accept the General Offer will remain shareholders in Cadiz. If
    the General Offer is implemented and the suspensive conditions
     to the General Offer as set out in paragraphs 6.1.2 and 6.1.3
     have been fulfilled, application will be made for the to the
     JSE to terminate the listing of all the Cadiz shares from the
     Main Board of the JSE.

4.   OFFER CONDITIONS

4.1 The Proposed Offer, and accordingly also the posting of a
    circular in respect of the Proposed Offer (the "Circular") is
    subject to the fulfilment of the suspensive conditions that
    (“Offer Conditions”), within 30 days from the date of this
    announcement:-

     4.1.1       the independent board of directors of Cadiz, being
          those directors of Cadiz who act independently as
          contemplated in the Companies Regulations, namely Messrs G
          Fury, B Kent, G Matyumza and L Xate (the "Independent
          Board"), has retained an appropriate external advisor
          acceptable to the TRP and the JSE in terms of section
          114(2) of the Companies Act and regulation 90 of the
          Companies Regulations, for the purposes of providing
          external advice in regard to the Scheme and the General
          Offer, and such expert has prepared and issued a report in
          terms of section 114(3) of the Companies Act on the Offer
          Consideration and the fairness and reasonableness thereof;

     4.1.2       the Independent     Board recommends to the Cadiz
          Shareholders to vote in    favour of (i) the Scheme and (ii)
          the Delisting (to the      extent applicable) and (iii) to
          accept the General Offer   (if applicable);

     4.1.3       to the extent applicable, all requisite regulatory
          approvals have been obtained as may be necessary in
          relation to the Proposed Offer from the JSE, the Takeover
          Regulation Panel (the “TRP”) and the Financial Surveillance
          Department of the South African Reserve Bank ("SARB") (to
          the extent applicable), either unconditionally or subject
          to conditions acceptable to Stellar; and

     4.1.4       Cadiz has concluded unconditional agreements (save
          for any condition requiring that the Scheme becomes
          unconditional) –

          4.1.4.1     with all holders of rights to acquire Cadiz
                shares in terms of the Cadiz share appreciate rights
                scheme, to waive all their rights to receive any
                Cadiz shares in terms of such a scheme; and

         4.1.4.2      to acquire any Cadiz A-Shares in issue from
         the holders of such shares;
          on such terms and conditions as may be acceptable to
          Stellar and Cadiz, such that Stellar will not be required
          to make a comparable offer in terms of the Companies
          Regulations.

4.2.    The conditions in paragraphs 4.1.1 and 4.1.3 above are
    regulatory in nature and cannot be waived.    Stellar and Cadiz
    may, by agreement and to the extent they are permitted to do so
    in terms of the Companies Act and the Companies Regulations,
    extend the time period within which such conditions are to be
    fulfilled by providing Cadiz with written notice thereof.
    Stellar may, in its discretion, waive either or both of the
    conditions set out in paragraph 4.1.2 and/or 4.1.4 above,
    provided that, to the extent that Stellar elects to waive the
    condition set out in paragraph 4.1.4 above, Stellar will make
    such comparable offer as may be required by the TRP in terms of
    the Companies Regulations.

5.    THE SCHEME

5.1 Under the terms of the Proposed Offer, if the Scheme is
    implemented, all Offeree Shareholders will receive the Offer
    Consideration (on the basis referred in paragraph 1.4 above)
    and Bidco will acquire all of the Offer Shares.

5.2               The implementation of the Scheme is subject to the
      fulfilment or, if appropriate, waiver (in whole or in part), by
      Stellar of the following suspensive conditions by no later than
      30 September 2015 or such later date/s as may be agreed to
      between Stellar and Cadiz:-

      5.2.1       to the extent applicable, all requisite regulatory
           approvals required for the Scheme have been obtained from
           the South African competition authorities, the JSE, the TRP
           and SARB (to the extent applicable), either unconditionally
           or subject to conditions acceptable to Stellar;

      5.2.2       the approval of the Scheme by the requisite majority
           of Cadiz shareholders as contemplated in section 115(2)(a)
           of the Companies Act (being not less than 75% of the votes
           exercised by shareholders present and entitled to vote) at
           the general meeting of Cadiz shareholders to be convened
           for purposes of approving the Scheme (the “Cadiz General
           Meeting”), and:

          5.2.1.1      to the extent required, the approval of the
                 implementation of such resolution by a court in
                 terms of section 115(2)(c) and/or section 115(3) of
                 the Companies Act; and
        5.2.1.2      if   applicable,   Cadiz   not  treating the
               aforesaid resolution as a nullity, as contemplated
               in section 115(5)(b) of the Companies Act;

   5.2.3       the receipt of unconditional approval from the TRP
        in terms of a compliance certificate or exemption to be
        issued in terms of the Companies Act in relation to the
        Scheme; and

   5.2.4       in relation to any objections to the Scheme by Cadiz
        shareholders:

        5.2.4.1      no Cadiz shareholders give notice objecting
               to the Scheme, as contemplated in section 164(3) of
               the Companies Act, and vote against the resolutions
               proposed at the Cadiz General Meeting; or

        5.2.4.2      if Cadiz shareholders give notice objecting
               to the Scheme, as contemplated in section 164(3) of
               the Companies Act, and vote against the resolutions
               proposed at the Cadiz General Meeting, Cadiz
               shareholders holding no more than 10% of all Offer
               Shares eligible to be voted at the Cadiz General
               Meeting give such notice and vote against the
               resolutions proposed at the Cadiz General Meeting;
               or

        5.2.4.3      if Cadiz shareholders holding more than 10%
               of all Offer Shares eligible to vote at the Cadiz
               General Meeting give notice objecting to the Scheme,
               as contemplated in section 164(3) of the Companies
               Act, and vote against the resolutions proposed at
               the Cadiz General Meeting, the relevant Cadiz
               shareholders do not exercise their appraisal rights
               afforded to them in terms of section 164 of the
               Companies Act, by giving valid demands in terms of
               sections 164(5) to 164(8) of the Companies Act
               within 30 (thirty) business days following the Cadiz
               General Meeting, in respect of more than 10% of the
               Offer Shares eligible to be voted at the Cadiz
               General Meeting.

5.3 The Scheme Conditions in:

   5.3.1       paragraphs  5.2.1,   5.2.2  and   5.2.3   above   are
        regulatory in nature and cannot be waived; and

   5.3.2       paragraph 5.2.4 above have been inserted for the
        benefit of Stellar, which will be entitled, in its sole
        discretion, to waive fulfilment of such Scheme Conditions,
        in whole or in part, on written notice to Cadiz.
5.4 An announcement will be published on SENS as soon as
    practicable after all the Scheme Conditions have been fulfilled
    or waived, as the case may be.

6.   GENERAL OFFER

6.1 Should the Scheme not be proposed or fail, Stellar may (subject
    to the fulfilment or waiver, where appropriate, of the Offer
    Conditions), at its election, make an offer to the Offerree
    Shareholders (other than Stellar) to acquire all of their Offer
    Shares for the Stellar Shares (on the basis referred in
    paragraph 1.4 above), subject to the fulfilment or waiver of
    the following suspensive conditions (“Offer Conditions”) by no
    later than 31 October 2015 or such later date/s as may be
    agreed to between Stellar and Cadiz:

     6.1.1 to the extent applicable, all requisite regulatory
           approvals have been obtained from the JSE, the TRP and
           SARB (to the extent applicable), either unconditionally or
           subject to conditions acceptable to Stellar;

     6.1.2 approval by the requisite majority of         Cadiz shareholders
           at the Cadiz General Meeting of              the Delisting in
           accordance   with   section   1.14(a)        of   the   Listings
           Requirements of the JSE (the “Delisting      Resolution”);

     6.1.3 approval by   the   board   of   directors   of   Cadiz   of   the
           Delisting;

     6.1.4       the receipt of unconditional approval from the TRP
          in terms of a compliance certificate or exemption to be
          issued in terms of the Companies Act in relation to the
          General Offer; and

6.2 The conditions in paragraphs 6.1.1 to                6.1.4   above    are
    regulatory in nature and cannot be waived.

6.3 If the General Offer is made, Offeree Shareholders (other than
    Stellar) will only be able to accept the General Offer in
    respect of all of their Offer Shares.

6.4 As at the date of this announcement, Stellar has received
    irrevocable undertakings from the Cadiz shareholders holding
    56.34% of the voting rights entitled to be exercised in respect
    of the Delisting Resolution.     For the avoidance of doubt,
    Stellar will be entitled to vote in respect of the Delisting
    Resolution.

7.   SHAREHOLDING IN CADIZ AND ACTING AS PRINCIPAL

7.1 Stellar currently beneficially and directly owns 40 451 754
    Offer Shares, which constitute approximately 17.31% of the
     total issued ordinary share capital of           Cadiz    (excluding
     Treasury Shares) (“Stellar’s Cadiz Shares”).

7.2 Bidco, as a special purpose vehicle to be incorporated as a
    wholly-owned subsidiary of Stellar, does not hold any direct or
    indirect beneficial interest in Cadiz.

7.3 Stellar is acting as principal and not as agent in respect of
    the Proposed Offer and it is not acting in concert with any
    other parties for purposes of the implementation of the
    Proposed Offer.

8.   CONFIRMATION OF SUFFICIENT SECURITIES

     As detailed in paragraph 1.8 above, the total number of the
     Stellar Shares and Bidco Shares to be issued pursuant to the
     Scheme depends on the elections made by Offeree Shareholders.
     Stellar confirms that both Stellar and Bidco will have
     sufficient authorised but unissued share capital available from
     which to issue the Offer Consideration.

9.   IRREVOCABLE UNDERTAKINGS

     Stellar   has  received   irrevocable undertakings   from  the
     following Cadiz shareholders to vote in favour of the Scheme
     and the Delisting Resolution, as may be applicable, in respect
     of their entire shareholding in Cadiz, to the extent they are
     permitted to do so in terms of the Companies Regulations and
     the Listings Requirements of the JSE:



                                                              Delisting
                                                                   Res-
                                                  Scheme        olution
                                                    % of           % of
                                         % of     issued         issued
                                        total      share          share
                                       issued    capital        capital
                                        share   of Cadiz       of Cadiz
                                      capital   prior to       prior to
                                     of Cadiz        the            the
                             Total   prior to   Proposed       Proposed
                         Number of        the      Offer          Offer
     Cadiz                   Cadiz   Proposed   eligible       eligible
     shareholder       shares held     Offer*   to vote*       to vote*
     Makana
     Financial                        14.72%
     Services (Pty)
     Ltd                34 416 502                  17.80%       14.72%
     Friedshelf 1638
     (Pty) Ltd          56 829 612    24.31%        29.40%       24.31%
   Stellar Capital
   Partners
   Limited            40,451,754     17.31%         -     17.31%
   Total             131 697 868     56.34%    47.21%     56.34%
   * Excluding Treasury Shares

   In terms of section 115(4) of the Companies Act, Stellar’s
   Cadiz Shares will be excluded from voting on the resolution to
   approve the Scheme at the Cadiz General Meeting.

10. TERMINATION OF CADIZ’ LISTING

   In the event that the Scheme becomes operative or the General
   Offer is implemented, and subject to the General Offer
   Conditions in paragraphs 6.1.2 and 6.1.3 being fulfilled,
   application will be made to the JSE to terminate the listing of
   all of the Cadiz shares from the Main Board of the JSE.

11. OPINIONS AND RECOMMENDATIONS

11.1            In accordance with section 114(3) of the Companies
    Act and regulation 90(1) of the Companies Regulations, the
    Independent Board has appointed PSG Capital Proprietary Limited
    as the independent expert (which meets the requirements set out
    in section 114(2) of the Companies Act) (the “Independent
    Expert”) for the purposes of providing an external independent
    opinion in regard to the Scheme and the General Offer and to
    make appropriate recommendations to the board of directors of
    Cadiz for the benefit of Cadiz shareholders to advise them on
    the Scheme and the General Offer.        The substance of such
    external advice and the views of the Independent Board in this
    regard will be published on SENS and detailed in the Circular.

11.2            Similarly, in accordance with paragraph 1.14(d) of
    the Listings Requirements of the JSE, the board of directors of
    Cadiz has appointed the Independent Expert for the purposes of
    providing an external independent opinion in regard to the
    fairness of the Stellar Shares (on the basis referred in
    paragraph 1.4 above) insofar as same relates to the termination
    of Cadiz’ listing on the Main Board of the JSE, in the event
    that the Scheme is not proposed or fails but the General Offer
    is made.   The substance of such external advice and the views
    of the board of directors of Cadiz in this regard will be
    published on SENS and detailed in the Circular.

12. CATEGORISATION

    In terms of the Listings Requirements of the JSE, the Proposed
    Offer is regarded as a Category 2 transaction and therefore
    does not require approval by Stellar shareholders.
13. DOCUMENTATION AND SALIENT DATES

    Further details of the Scheme and the General Offer will be
    included in the Circular, which will contain, inter alia, a
    notice of the Cadiz General Meeting, a form of proxy and a form
    of acceptance, surrender and transfer. Each of the Scheme and
    the   General  Offer   will   constitute  a  separate  affected
    transaction for purposes of the Companies Regulations and the
    Circular will distinguish between them and accordingly contain,
    inter alia, separate disclosures regarding each of the Scheme
    and the General Offer.    The Circular is expected to be posted
    on or about 13 July 2015. The salient dates in relation to the
    Scheme and the General Offer will be published on SENS and in
    the press prior to the posting of the Circular.

14. RESPONSIBILITY STATEMENTS

14.1 The Independent Board
     The Independent Board, insofar as any information in this
     announcement relates to Cadiz, collectively and individually
     accept responsibility for the information contained in this
     announcement and confirm that, to the best of their knowledge
     and belief, such information which relates to Cadiz is true and
     the announcement does not omit anything likely to affect the
     importance of such information.

14.2 Board of directors of Stellar
     The board of directors of Stellar (all members of which are
     deemed to be independent), insofar as any information in this
     announcement relates to Stellar, collectively and individually
     accept responsibility for the information contained in this
     announcement and confirm that, to the best of their knowledge
     and belief, such information which relates to Stellar is true
     and the announcement does not omit anything likely to affect
     the importance of such information.


Rosebank, Johannesburg
19 June 2015

Corporate Finance Adviser to Stellar:
Stellar Advisers Proprietary Limited
Sponsor to Stellar: AfrAsia Corporate Finance Proprietary Limited

Sponsor to Cadiz: Investec Bank Limited
Legal Advisers to Cadiz: DLA Cliffe Dekker Hofmeyr Incorporated
Independent Expert: PSG Capital Proprietary Limited

Date: 19/06/2015 01:25:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE'). 
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