STELLAR CAPITAL PARTNERS LIMITED - General repurchase of ordinary shares

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 32 835 981 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

   Dates of the General Repurchase:                                       26 November 2019 to 31 March 2020
   Number of Ordinary Shares repurchased:                                 32 835 981
   Lowest repurchase price per Ordinary Share:                            R0.55
   Highest repurchase price per Ordinary Share:                           R0.80
   Total value of Ordinary Shares repurchased:                            R23 579 595
   Shares in issue currently and at the date the Authority was granted:   1 075 031 756

   The General Repurchase of 32 835 981 Ordinary Shares which represents 3.05% of the Company’s issued
   Ordinary Share capital will be held as treasury shares in AHI Asset Management Proprietary Limited, a wholly-
   owned subsidiary of Stellar Capital, and will therefore not be cancelled and remain listed. The Company now
   holds 73 888 592 Ordinary Shares in treasury in total.

   The remaining extent of the Authority amounts to 182 170 370 Ordinary Shares, representing 16.95% of the total
   issued Ordinary Share capital of Stellar Capital.

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 R23 579 595 as a result of the General Repurchase. Interest
   receivable at rates of approximately 7% 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 32 835 981 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
1 April 2020

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

Date: 01-04-2020 09:30:00
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