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Condensed interim results for the six month period ended 31 December 2018
STELLAR CAPITAL PARTNERS LIMITED
Incorporated in the Republic of South Africa
Registration number 1998/015580/06
Share code: SCP
ISIN: ZAE000198586
CONDENSED INTERIM RESULTS
FOR THE SIX MONTH PERIOD ENDED 31 DECEMBER 2018
INTRODUCTION
Stellar Capital Partners Limited ("Stellar Capital" or the "Company" or the "Group") presents its unaudited interim results for the
six month period ended 31 December 2018.
As at 31 December 2018, the net asset value per share (NAVPS) of Stellar Capital is R1.20, representing an increase of 15 cents
per share from 30 June 2018. This increase is primarily driven by the listed share price of Torre, which increased from R0.71 on
30 June 2018 to R1.04 on 31 December 2018, offset by a further reduction in the valuation of Tellumat.
OPERATIONAL UPDATE
Prescient
The process to empower Prescient has commenced and the first transaction has been concluded whereby Prescient
repurchased 15% of its own shares in issue from Stellar Capital for R228.8 million. Further repurchases are expected to be
concluded by 31 March 2019 for an estimated R146.7 million, which will occur simultaneously with the issuing of new shares by
Prescient to both management and the B-BBEE partner. After closing all transactions, Stellar Capital will hold an effective 19.4%
economic interest in Prescient.
Client assets under management/administration of Prescient remain stable and in line with expectations. Prescient continues
to invest in line with a 5-year growth plan, the results of which is expected to come to fruition in years 3, 4 and 5.
Friedshelf (including Cadiz)
The implementation of certain aspects of the transaction with Warwick and the substantial downscaling of the traditional
operations continues. Management have continued to extract excess capital and remain focused on leveraging the licenses
retained in order to grow the revenue streams and are in discussions with various parties in this regard.
Praxis
Since the capital restructuring in March 2018, the business has improved its profitability, concluded its development of a
technology platform to enable scalability and engaged with various funders to provide capital for further growth. A key con-
straint remains the balance between meeting the demand for parts funding and managing the company's debt levels. The
working capital cycle of the business and the cost of debt funding remains a key focus for management. Improvements in these
areas have been slower than targeted and remains an area of focus in the upcoming period.
Greenpoint
Greenpoint Capital, the manager of the various Greenpoint Funds, is tracking budget for its financial year ending June 2019.
Greenpoint continues to build its platform of alternative credit solutions via expansion of its offering and the growth of the
underlying credit portfolios.
Stellar Capital remains an investor of the Greenpoint Specialised Lending (GSL) Fund with R106.6 million indirectly held at
31 December 2018. The mezzanine credit fund continues to perform well with no defaults occurring during the period under
review.
During the period under review, Greenpoint Special Opportunities (GSO) Fund was established, with Stellar Capital as one of
the initial investors with an initial R10 million investment, funded via a redemption from the GSL Fund. The GSO Fund is a credit
led investment vehicle in the convertible debt space.
In addition to the GSO Fund, the Greenpoint Senior Debt (GSD) Fund was established and purchased 300 Stellar Capital
preference shares in July 2018 (subordinated in favour of other preference shareholders) and a further 66 Stellar Capital
preference shares in December 2018 (unsubordinated), bringing the total assets under management to R366 million, which
mirrors Stellar Capital's investment in the GSD Fund as at 31 December 2018.
Inyosi Solutions
The manager of the Inyosi Supplier and Enterprise Development Funds is tracking budget for its financial year ending June
2019 and paid a maiden dividend of R1.0 million following its 2018 financial year. The assets under management increased from
R292.1 million at 30 June 2018 to R335 million at 31 December 2018. The business continues to look at additional service
offerings for its clients and has scaled up its team to enable a more expansive service offering in the future.
Torre
On 24 January 2019 Torre shareholders approved the scheme in terms of which the Torre shareholders shall dispose of their
shares for a maximum consideration of R1.15 per share, comprising R1.05 per share for cash and a maximum top-up payment of
R0.10 per share. The investment in Torre is held at the closing price of R1.04 per share (consistent with valuation methodologies
in previous periods) as at 31 December 2018 as shareholder approval was only obtained subsequent to this reporting date.
Stellar Capital received a special cash dividend of R102.7 million from Torre in December 2018 as part of this disposal process.
Amecor
Amecor remained a good investment with consistent operational performance. The valuation at 31 December 2018 is
unchanged from R398.2 million at 30 June 2018. Stellar concluded a deal on or about 14 December 2018 (subject to a number of
conditions precedent) which would result in cash proceeds payable to Stellar Capital of R413 million as well as an escalation at
10% per annum in the event that the Closing Date is delayed beyond 31 March 2019. In addition, Stellar Capital will be entitled to
pre-Closing Date dividends, amounting to R31 million in respect of the financial period 1 July 2018 to the Closing Date (R21 million
already received during the period under review). The anticipated profit on disposal combined with total dividends received are
expected to result in a return on investment of approximately 82% since acquisition in October 2016.
Tellumat
The performance of the Tellumat group continues to disappoint and during the previous year the Board of Directors of
Stellar Capital took the decision to consider a disposal strategy with respect to the investment and engaged a corporate
finance service provider to drive the disposal process. Following this and engagements with prospective buyers, Stellar Capital
is considering a break-up strategy. In ensuring a conservative approach to our valuations, divisions which do not have positive
engagement in respect of active disposal processes have been valued on the basis of estimated recoverability of the net asset
value. The remaining divisions have been valued using a consistent 5.3 times EBITDA multiple.
OUTLOOK
Stellar Capital has embarked on a number of disposals of its industrial assets in the period. These have predominantly been
driven by the committed intention to reduce group debt and the implementation of all of these transactions in the next period
will see the group debt completely settled and Stellar having a strong cash position. Stellar will settle debt as a priority and
should the conclusion of any transaction result in surplus cash, Stellar will communicate how it expects to deploy such cash.
Stellar will continue to reduce its exposure to the industrial space in an organised fashion but with cognisance of protecting
shareholder value. Stellar expects to build stronger relationships with its partners and co-shareholders in Prescient in exploring
its exposure to the financials services market. Stellar will focus its efforts on supporting the growth strategies underway at
Prescient as all shareholders seek to expand the platform business into new services and across greater geographies. Stellar is
excited about the prospects it sees in its alternative financial service businesses.
The economic and political environment in South Africa remains challenging in a year of elections. International markets are
also uncertain with Brexit in Europe as well as turmoil in the United States. This all means we need to remain flexible to change
in the global economy and the potential impact on markets that impact our various businesses.
CHANGES TO THE BOARD OF DIRECTORS
There have been no changes to the Board of Directors for the six month period under review.
SUM-OF-THE-PARTS (SOTP) VALUATION AS AT 31 DECEMBER 2018
% of As at As at As at
R'000 portfolio 31 December 2018 30 June 2018 31 December 2017
Financial Services
Prescient 25% 481 211 710 005 699 052
Friedshelf 2% 35 030 69 217 82 033
Praxis 1% 20 973 20 973 -
Greenpoint Capital 0% 2 595 2 595 8 802
Inyosi Solutions 0% 4 931 4 931 -
Industrials and Technology
Torre 16% 305 197 208 355 293 458
Amecor 21% 398 207 398 207 391 808
Tellumat 1 5% 86 550 110 971 121 284
Corporate Assets
Financial assets 0% 1 242 26 647 26 690
Loan portfolio 6% 116 633 125 134 152 135
Venture capital portfolio 2 2% 30 817 29 958 27 425
Greenpoint Senior Debt 19% 366 000 - -
Cash and cash equivalents 2% 28 080 39 649 81 986
Other assets 1% 17 709 36 333 13 586
Total Assets 1 895 175 1 782 975 1 898 259
Preference share liability (592 855) (584 392) (576 186)
Other financial liabilities (12 669) (26 576) (100 000)
Trade and other payables (2 453) (44 509) (20 883)
SOTP value 1 287 198 1 127 498 1 201 190
Net shares in issue (?000) 1 075 032 1 075 032 1 075 032
SOTP value per share (Rand) 1.20 1.05 1.12
Notes:
1. The value comprises the sum of the investments in Tellumat and Amalinde Technologies (previously Masimong Technologies)
2. Held in Stellar International
CONDENSED CONSOLIDATED STATEMENT OF FINANCIAL POSITION
Unaudited as at Audited as at Unaudited as at
R'000 Notes 31 December 2018 30 June 2018 31 December 2017
Non-current assets 515 992 828 402 1 238 352
Listed investments at fair value 7 - 208 355 293 458
Unlisted investments at fair value 7 514 658 577 852 942 022
Other financial assets 1 099 13 985 1 847
Loans to portfolio companies - 27 975 -
Property, plant and equipment - - 801
Deferred taxation 235 235 224
Current assets 1 379 183 954 573 659 907
Listed investments at fair value 7 305 197 - -
Unlisted investments at fair value 7 1 028 289 894 139 540 517
Other financial assets 143 12 662 24 843
Loans to portfolio companies 15 000 4 948 3 100
Current tax receivable - - 105
Trade and other receivables 2 474 3 175 9 356
Cash and cash equivalents 28 080 39 649 81 986
Total assets 1 895 175 1 782 975 1 898 259
Equity 1 287 198 1 127 498 1 201 190
Ordinary share capital 2 347 806 2 347 806 2 347 806
Preference share capital 32 044 32 044 32 044
Accumulated loss (1 092 652) (1 252 352) (1 178 660)
Non-current liabilities - - 523 005
Preference share liability - - 523 005
Current liabilities 607 977 655 477 174 064
Preference share liability 592 855 584 392 53 181
Other financial liabilities 12 669 26 576 100 000
Current tax payable 159 127 -
Trade and other payables 2 294 44 382 20 883
Total equity and liabilities 1 895 175 1 782 975 1 898 259
CONDENSED CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
Unaudited 6 month Audited 12 month Unaudited 6 month
period ended period ended period ended
R'000 Notes 31 December 2018 30 June 2018 31 December 2017
Fair value adjustments 8 30 689 (366 692) (252 712)
Fair value movements on listed investments 199 675 (228 203) (143 100)
Fair value movements on unlisted investments (23 589) (54 654) (52 779)
and other financial assets
Fair value adjustments resulting from capital (145 397) (83 835) (56 833)
distributions from portfolio companies
Dividend revenue 9 192 470 217 716 120 510
Capital distributions 145 397 83 835 56 833
Earnings distributions 47 073 133 881 63 677
Interest revenue 1 562 5 845 1 803
Gross profit/(loss) from investments 224 721 (143 131) (130 399)
Other income 906 2 259 978
Finance costs (50 350) (86 627) (41 802)
Net profit/(loss) before operating expenses 175 277 (227 499) (171 223)
Management fee (8 798) (19 921) (10 454)
Operating expenses (5 456) (9 012) (4 327)
Transaction costs (954) (3 311) (1 181)
Profit/(Loss) before tax 160 069 (259 743) (187 185)
Taxation (369) (1 426) (292)
Profit/(Loss) for the period 159 700 (261 169) (187 477)
Weighted number of shares in issue (?000) 1 075 032 1 075 032 1 075 032
Profit/(Loss) per share (cents) 14.86 (24.29) (17.44)
Headline profit/(loss) per share (cents) 14.86 (24.23) (17.44)
RECONCILIATION BETWEEN PROFIT/(LOSS) AND HEADLINE PROFIT/(LOSS)
Unaudited 6 month Audited 12 month Unaudited 6 month
period ended period ended period ended
R'000 31 December 2018 30 June 2018 31 December 2017
Profit/(Loss) for the period 159 700 (261 169) (187 477)
Impairment of receivable - 347 -
Write-off of fixed assets - 293 -
Headline profit/(loss) for the period 159 700 (260 529) (187 477)
There are no items which give rise to a dilutive effect on profit/(loss) and headline profit/(loss) per share. The issue of 600
convertible redeemable preference shares has not been treated as dilutive as the conversion thereof will result in an increase in
earnings per share from continuing operations (i.e. the conversion is anti-dilutive).
CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
Unaudited 6 month Audited 12 month Unaudited 6 month
period ended period ended period ended
R'000 31 December 2018 30 June 2018 31 December 2017
Balance at the beginning of the period 1 127 498 1 388 667 1 388 667
Profit/(Loss) for the period 159 700 (261 169) (187 477)
Balance at the end of the period 1 287 198 1 127 498 1 201 190
CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS
Unaudited 6 month Audited 12 month Unaudited 6 month
period ended period ended period ended
R'000 31 December 2018 30 June 2018 31 December 2017
Operating activities 138 330 224 981 110 668
Cash generated from operations and
capital distributions received 136 786 221 333 109 179
Interest revenue 1 885 4 879 1 803
Tax paid (341) (1 231) (314)
Investing activities (94 104) (54 115) (7 508)
Acquisitions of investments (366 000) (28 076) (7 452)
Disposals of investments 228 918 1 000 -
Net disposals / (acquisitions) of other financial assets 25 079 2 375 625
Net loans (advanced to) / repaid by portfolio companies 17 899 (29 983) (715)
Disposal / (purchase) of property, plant and equipment - 569 34
Financing activities (55 795) (144 771) (34 728)
Net (repayments)/proceeds from other financial liabilities (12 542) (75 000) -
Preference share financing costs (36 105) (62 972) (29 855)
Other financing costs (7 148) (6 799) (4 873)
Cash and cash equivalents at the beginning of the period 39 649 13 554 13 554
Cash and cash equivalents at the end of the period 28 080 39 649 81 986
Net increase / (decrease) in cash and cash equivalents (11 569) 26 095 68 432
NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS
1. REPORTING ENTITY
Stellar Capital is a South African domiciled investment holding company listed on the main board of the JSE Limited (JSE). The
condensed consolidated interim financial statements of the Group as at and for the six month period ended 31 December 2018
comprise the Company and its Consolidated Subsidiary, Stellar Management Services Proprietary Limited.
The Company has significant interests in both listed and unlisted investments, which are more fully set out in note 7. As an
investment holding company, Stellar Capital has applied the investment entity exception and accounts for its investments on a
fair value basis, in accordance with IFRS 10 Consolidated Financial Statements.
2. FINANCIAL PREPARATION AND REVIEW
These condensed consolidated interim financial statements have been prepared in accordance with International Financial
Reporting Standards (IFRS), including the disclosure requirements of IAS 34 Interim Financial Reporting (IAS 34) and
comply with the Financial Reporting Guides as issued by the Accounting Practices Committee and Financial Reporting
Pronouncements as issued by the Financial Reporting Standards Council, as well as the JSE Listings Requirements and the
Companies Act, No 71 of 2008.
The results include, as a minimum, the information required by IAS 34 and do not include all the information required
for a complete set of IFRS financial statements and it is advised that these results be read in conjunction with the
consolidated annual financial statements of the Group for the period ended 30 June 2018, which are available at
http://www.stellarcapitalpartners.co.za/financial-results/.
These condensed consolidated interim financial statements have been prepared by W Dreyer under the supervision of
S Graham CA(SA), the Chief Financial Officer and have not been audited or reviewed by the Group's auditors.
These condensed consolidated interim financial statements were approved by the Board of Directors on 19 February 2019. The
Directors take full responsibility for the preparation of these results.
3. ACCOUNTING POLICIES
The accounting policies applied by the Group in these condensed consolidated interim financial statements are consistent with
those applied in the consolidated annual financial statements for the year ended 30 June 2018.
All subsidiaries classified as portfolio investments are accounted for at fair value through profit or loss (FVTPL) in terms of
IFRS 9: Financial Instruments (and previously IAS 39 Financial Instruments: Recognition and Measurement) and all associates
classified as portfolio investments are accounted for at FVTPL in terms of the exemption from applying the equity method of
accounting provided in IAS 28 Investments in Associates and Joint Ventures.
4. JUDGEMENTS AND ESTIMATES
Management is required to make estimates and assumptions that affect the amounts presented in the financial statements and
related disclosures. Use of available information and the application of judgement is inherent in the formation of estimates.
Actual results in the future could differ from these estimates.
In preparing these condensed consolidated interim financial statements, the significant judgments made by management in
applying the Group's accounting policies and the key sources of estimation uncertainty were the same as those that applied to
the consolidated annual financial statements for the year ended 30 June 2018.
5. SEGMENT INFORMATION
As the Group has only one business segment which is managed as a single pool of capital irrespective of the sector in which the
Group's investees trade, segmental reporting is not applicable.
6. DIVIDENDS
No ordinary dividends were declared during the six month period ended 31 December 2018. Preference share dividends are
based on 120% of prime on preference share capital of R600 million for the six month period ended 31 December 2018 and
preference share dividends of R36.1 million were paid, which included a payment of R0.9 million to Mr. CJ Roodt, an independent
non-executive director of Stellar Capital.
7. INVESTMENTS HELD AT FAIR VALUE
All subsidiaries and associates have a principle place of business in South Africa with the exception of Stellar International,
which has a principle place of business in Mauritius.
Listed investments
% HELD % HELD % HELD
ENTITY NATURE OF OPERATIONS 31 DECEMBER 30 JUNE 31 DECEMBER
2018 2018 2017
Industrial group that distributes and
rents capital equipment and supplies
Torre aftermarket parts to the mining, 57% 57% 57%
manufacturing, construction and
industrial markets across Africa
Processing and screening of coal fines, a
MRI byproduct of coal mining (under care - 14% 14%
and maintenance)
Unlisted investments
% HELD % HELD % HELD
ENTITY NATURE OF OPERATIONS 31 DECEMBER 30 JUNE 31 DECEMBER
2018 2018 2017
Diversified financial services group
offering investment management, fund
Prescient services, administration, stockbroking, 40% 49% 49%
wealth investment, retail and institutional
and insurance products
Friedshelf Financial services group specialising in 100% 100% 100%
alternative investments
Provider of short term finance to the panel
Praxis beating industry to address motor body 37% 37% 60%
repairers' working capital needs
Greenpoint Capital Provision of management services 51% 51% 100%
Inyosi Solutions Provision of management services 75% 75% 75%
Technology solutions and services in 100% 100% 100%
Amecor security
Technology solutions and services in
manufacturing, air traffic control systems,
Tellumat defence and security and turnkey 49% 49% 49%
infrastructure solutions for the
telecommunications industry
Amalinde
Technologies (1) A subsidiary of a diversified B-BBEE 100% 100% 100%
(previously investment holding company and B-BBEE preference preference preference
Masimong partner of Stellar Capital for Tellumat shares shares shares
Technologies)
Greenpoint Credit fund specialising in mezzanine - 100% 100%
Specialised Lending financing
Stellar International Holding company for international venture 100% 100% 100%
capital investments in disruptive markets
Preference share Preference share investment in a 100% held sole sole sole
(investment in GSL subsidiary of Friedshelf preference preference preference
and GSO Funds) share share share
Greenpoint Senior Credit fund specialising in senior debt B shares (2) - -
Debt financing
1 The preference shares held in Amalinde Technologies are non-cumulative and redeemable at the instance of the issuer.
2 The B shares held in Greenpoint Senior Debt do not carry voting rights.
As at As at As at
R'000 31 December 2018 30 June 2018 31 December 2017
Listed 305 197 208 355 293 458
Torre 305 197 208 355 293 458
MRI - - -
Unlisted 1 542 947 1 471 991 1 482 539
Prescient 481 211 710 005 699 052
Friedshelf 35 030 69 217 82 033
Praxis 20 973 20 973 -
Greenpoint Capital 2 595 2 595 8 802
Inyosi Solutions 4 931 4 931 -
Amecor 398 207 398 207 391 808
Tellumat 42 323 54 376 59 308
Amalinde Technologies 44 227 56 595 61 976
Stellar International 30 817 29 958 27 425
Greenpoint Funds 482 633 125 134 152 135
Total 1 848 144 1 680 346 1 775 997
Torre (current)
The investment has been valued at the closing quoted market price of R1.04 per share on 31 December 2018 (R0.71 per share on
30 June 2018 and R1.00 per share on 31 December 2017).
Mine Restoration Investments Limited (MRI)
The investment was exited during the period under review and a fair value gain of R0.1 million was recognised on disposal.
Prescient (current and non-current)
Prescient repurchased 256 851 502 of the shares held by Stellar Capital for R228.8 million during the period under review, being
the first in a series of transactions, which will ultimately result in Stellar Capital retaining an effective 19.4% economic interest in
Prescient (refer to SENS dated 26 July 2018).
As at 31 December 2018, the fair value of the investment in Prescient has been estimated by management using the sustainable
earnings model, which is consistent with the valuation method used at 30 June 2018. Management considers the P/E multiple
to be the most appropriate valuation method and has valued the investment based on the estimated sustainable earnings of
the group. The valuation is based on an estimated sustainable NPAT of R101.6 million (R101.4 million in June 2018) and a P/E
multiple of 14.1 times (14.3 times in June 2018), less any debt plus any excess cash held in Prescient. Included in the current year
operational performance are certain expenditures that are incurred in line with a 5 year growth plan, but are not excluded for
purposes of valuation. A reasonable possible change of 5% in either the estimated sustainable NPAT or the P/E multiple would
result in an adjustment to the estimated fair value of R28.4 million.
R'000 31 December 2018 30 June 2018 31 December 2017
Non-current 334 496 355 002 699 052
Current 146 715 355 003 -
Total 481 211 710 005 699 052
The current portion of the investment has been determined using the best estimate of the proceeds on the part-disposal, based
on the information available at 31 December 2018.
Friedshelf (non-current)
During the period under review, the investment was reduced by R34.2 million as a result of a corresponding capital distribution
to Stellar Capital of the same amount.
As at 31 December 2018, the estimated fair value of the investment is supported by the remaining net asset value of the group
entities as the basis for the estimated fair value. A reasonable possible increase/decrease by 10% in the net asset value by would
result in an increase/decrease in the estimated fair value of R3.5 million.
Praxis (non-current)
As at 31 December 2018, the fair value of the investment is based on an estimated sustainable NPAT of R7.3 million and a P/E
multiple of 7.4 times, both of which are unchanged from June 2018. A reasonable possible change of 10% in either the estimated
sustainable NPAT or the multiple used would result in an adjustment to the estimated fair value of R2.1 million.
The Company has pledged and ceded in securitatem debiti to the GSL Fund the shares held in Praxis as a continuing general
covering collateral security in respect of amounts owed by Praxis.
Greenpoint Capital (non-current)
As at 31 December 2018, the fair value of the investment is based on an estimated sustainable NPAT of R0.6 million and a P/E
multiple of 8.6 times, both of which are unchanged from June 2018. A reasonable possible change of 10% in either the estimated
sustainable NPAT or the multiple used would result in an adjustment to the estimated fair value of R0.3 million
Inyosi Solutions (non-current)
As at 31 December 2018, the fair value of the investment is based on an estimated sustainable NPAT of R1.0 million and a P/E
multiple of 6.6 times, both of which are unchanged from June 2018. A reasonable possible change of 10% in either the estimated
sustainable NPAT or the multiple used would result in an adjustment to the estimated fair value of R0.5 million.
Amecor (current)
As at 31 December 2018, the fair value of the investment is based on an estimated sustainable EBITDA of R64.2 million and an
EV/EBITDA multiple of 6.2 times, both of which are unchanged from June 2018. A reasonable possible change of 5% in either
the estimated sustainable EBITDA or the multiple used would result in an adjustment to the estimated fair value of R19.9 million.
Tellumat and Amalinde Technologies (current)
Following the decision to exit both investments taken in the previous financial year, Stellar Capital is currently considering a
piecemeal exit approach. As at 31 December 2018, the fair value of the investments in Tellumat and Amalinde Technologies
(previously Masimong Technologies), which owns 51% of Tellumat, are based on this approach. This represents a change in
estimate since June 2018 when the fair value was based on an estimated sustainable group EBITDA of R20.9 million and an
EV/EBITDA multiple of 5.3 times.
In accordance with the Group's accounting policy, the primary valuation method used is the sustainable earnings multiple,
unless this is not considered to be appropriate. The estimated fair value of the divisions of Tellumat which are engaged in active
exit strategies via a sale process are based on a total estimated sustainable EBITDA of R13.7 million and an EV/EBITDA multiple
of 5.3 times (consistent with previous periods). The remaining divisions have on a conservative basis been based on the
estimated recoverability of these divisions through a net asset value realisation rather than a sale process.
A reasonable possible change of 10% in either the estimated sustainable EBITDA or the multiple would result in an adjustment to
the estimated fair value of R3.5 million for Tellumat and R3.7 million for Amalinde Technologies. A reasonable possible change
of 10% in the estimated net asset value realisation would result in an adjustment to the estimated fair value of R1.7 million for
both Tellumat and Amalinde Technologies.
Greenpoint Funds (non-current and current)
As at 31 December 2018, Stellar Capital indirectly holds R106.6 million worth of B Units in the Greenpoint Specialised Lending
(GSL) Fund and R10 million worth of B Shares in the newly established Greenpoint Special Opportunities (GSO) Fund and
directly holds R366 million worth of B Shares in the Greenpoint Senior Debt (GSD) Fund. The fair values of the investments
in the Greenpoint Funds are determined with reference to the B Unit or B Share values as determined by the fund manager
(Greenpoint Capital).
The investment in the GSL Fund has decreased from R125.1 million in June 2018 as a result of redemptions of R18.5 million during
the period. The non-current investments in the GSL and GSO Funds are held via a preference share in a 100% held subsidiary
of Friedshelf.
As at 31 December 2018, the GSD Fund holds 366 Stellar Capital preference shares (with a face value of R366 million), of which
300 have been subordinated in favour of other preference shareholders. As the Stellar Capital preference shares are to be
redeemed by no later than 31 May 2019, the investment has been classified as current.
Stellar International (current)
The functional currency of Stellar International is the US Dollar. As at 31 December 2018, the fair value of the investment has
been estimated by using the price of recent investment valuation method and the respective acquisition prices, along with the
balance of cash, have been converted to Rands using the foreign exchange spot rates on 31 December 2018.
Level 3 investments
With the exception of Torre, a listed entity, all portfolio companies are classified as Level 3. The Board of Directors has approved
the valuation methodologies used by management for Level 3 investments. The Company receives the latest available reports
from portfolio companies at each reporting date, either in the form of audited financial statements or unaudited management
accounts, which are then used in the valuation techniques. The table below shows the reconciliation of Level 3 movements:
R'000 31 December 2018 30 June 2018 31 December 2017
Opening balance 1 471 991 1 588 724 1 588 724
Additions 366 000 26 660 6 035
Disposals (228 918) (1000) -
Fair value movements (23 438) (58 558) (55 387)
Fair value adjustments resulting from capital distributions (42 688) (83 835) (56 833)
Closing balance 1 542 947 1 471 991 1 482 539
Transfers to Level 3 occur in instances where management assesses that the quoted market price of a listed investment is
not representative fair value at the measurement date. Similarly, transfers from Level 3 occur where previously management
assessed that the quoted market price of a listed investment was not representative of fair value, but where a change in factors
results in management concluding that the quoted market price is considered to be an appropriate basis for estimating fair
value. There were no transfers between levels during the period under review.
8. FAIR VALUE ADJUSTMENTS
Unaudited 6 month Audited 12 month Unaudited 6 month
period ended period ended period ended
R'000 31 December 2018 30 June 2018 31 December 2017
Fair value movements on listed investments 199 675 (228 203) (143 100)
Torre 199 551 (228 203) (143 100)
MRI 124 - -
Fair value movements on unlisted investments (23 589) (54 654) (52 779)
Prescient - 10 953 -
Friedshelf - (12 816) -
Praxis - (29 671) (29 671)
Greenpoint Capital - (1 207) -
Inyosi Solutions - 1 281 -
Amecor - 38 499 32 100
Tellumat (12 053) (32 828) (27 896)
Amalinde Technologies (12 368) (34 532) (29 151)
Stellar International 859 1 763 (769)
Other financial assets (27) 3 904 2 608
Fair value adjustments resulting from capital distributions (145 397) (83 835) (56 833)
Total 30 689 (366 692) (252 712)
9. DIVIDEND REVENUE
Unaudited 6 month Audited 12 month Unaudited 6 month
period ended period ended period ended
R'000 31 December 2018 30 June 2018 31 December 2017
Capital distributions 145 397 83 835 56 833
Torre 102 710 - -
Friedshelf 34 186 4 829 4 829
Greenpoint Capital - 4 000 4 000
Friedshelf (GSL Fund redemptions) 8 501 75 006 48 004
Earnings distributions 47 073 133 881 63 677
Torre - 8 761 8 761
Prescient - 44 132 24 518
Greenpoint Capital - 1 066 1 066
Inyosi Solutions 750 - -
Amecor 21 000 53 000 18 000
Greenpoint Senior Debt 15 184 - -
Friedshelf (GSL Fund returns) 10 139 26 922 11 332
Total 192 470 217 716 120 510
10. RELATED PARTY TRANSACTIONS
Related party transactions are entered into in the ordinary course of business and comprise (i) transactions with portfolio
companies, including loans advanced/repaid, interest income, dividends received and amounts received or paid in respect of
services provided; and (ii) management fees paid to Thunder Securitisations Proprietary Limited (the appointed investment
manager to Stellar Capital).
11. CONTINGENT LIABILITIES
At the reporting date, the Company has issued limited corporate guarantees in favour of the creditors of Praxis for R32.5 million
(R32.5 million as at 30 June 2018). The guarantees provided are subject to 3 months' notice of termination.
12. EVENTS AFTER THE REPORTING PERIOD
The Board of Directors are not aware of any other events after the reporting date and until the date of approval, which have a
material impact on the condensed consolidated interim financial statements as presented.
By order of the Board
DD Tabata
Chairman of the Board
19 February 2019
FORWARD LOOKING STATEMENTS
Any forward-looking statements included in this results announcement involve known
and unknown risks, uncertainties and other factors, which may cause the actual results,
performance or achievements of the Group to differ materially from any future results,
performance or achievements expressed or implied by such forward-looking statements.
Any reference to forecast information included in this results announcement does
not constitute an earnings forecast and has not been reviewed or reported on
by the Group's external auditors.
DIRECTORS
DD Tabata (Chairman)*, PJ Van Zyl (Chief Executive Officer),
S Graham (Chief Financial Officer), CJ Roodt#, MM Ngoasheng*,
MVZ Wentzel*, L Potgieter*, HC Steyn^, PJ Bishop^
#Lead Independent non-executive
*Independent non-executive
^Non-executive
COMPANY SECRETARY
Wilma Dreyer
REGISTERED OFFICE AND BUSINESS ADDRESS
Fourth Floor
The Terraces
25 Protea Road
Claremont
Cape Town
7708
POSTAL ADDRESS
Suite 229
Private Bag X1005
Claremont
Cape Town
7735
TRANSFER SECRETARIES
Computershare Investor Services Proprietary Limited
SPONSOR
Rand Merchant Bank (a division of FirstRand Bank Limited)
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