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Finalisation announcement in respect of the scheme of arrangement and delisting
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")
FINALISATION ANNOUNCEMENT IN RESPECT OF THE SCHEME OF
ARRANGEMENT AND DELISTING
Capitalised terms used but not defined in this announcement, shall have
the same meanings ascribed to them in the Circular (as defined below)
which was distributed to shareholders on 29 September 2021 and made
available on the Company’s website (www.stellarcapitalpartners.co.za).
1. Introduction and fulfilment of scheme conditions
1.1 Shareholders of Stellar Capital are referred to the circular issued
by the Company on Friday, 29 September 2021 (“Circular”) regarding the
Scheme proposed by the Board on the recommendation of the Independent
Board between Stellar Capital and its Shareholders in terms of section
114 of the Companies Act pursuant to which, if the Scheme becomes
operative, the Company will acquire the Scheme Shares from Scheme
Participants for the Scheme Consideration and the listing of Stellar
Capital Shares will be terminated from the Main Board of the JSE.
1.2 Stellar Capital Shareholders are further referred to the announcement
published on SENS on Friday, 29 October 2021 in which they were advised
that, at the General Meeting, the special and ordinary resolutions set
out in the Notice of General Meeting (which was attached to and formed
part of the Circular), were passed by the requisite majority of votes
(as set out in the Notice of General Meeting in respect of each
resolution).
1.3 No Shareholder has made an application to court in accordance with
section 115(3)(b) of the Companies Act to be granted leave to apply to
a court for a review of the Scheme; and the Takeover Regulation Panel
has issued a compliance certificate in respect of the Scheme in terms
of section 119(4)(b) of the Companies Act and all conditions precedent
to the Scheme have now been fulfilled or, where applicable, waived. The
Scheme has accordingly become unconditional with effect from Tuesday,
16 November 2021 and will be implemented on Monday, 29 November 2021,
being the Operative Date of the Scheme.
1.4 In accordance with the terms and conditions of the Scheme as detailed
more fully in the Circular, on the Operative Date of the Scheme, Scheme
Participants who did not elect the Retain Option, shall be deemed to
have disposed of and transferred their Scheme Shares to the Company and,
in exchange, each Scheme Participant will be entitled to receive the
Scheme Consideration for every Scheme Share held by such Scheme
Participant at the close of business on Friday, 26 November 2021, being
the Scheme Record Date.
1.5 As a consequence of the Scheme and the passing of the Delisting
resolution, the Delisting of Stellar Capital Shares from the JSE will
be implemented on Tuesday, 30 November 2021.
2. Salient Date and Times
The remaining salient dates and times in relation to the Scheme and
Delisting are as follows:
2021
Expected last day to trade in Shares in order to Tuesday, 23 November
be recorded in the Register on the Scheme Record
Date (Scheme Last Day to Trade)
Suspension of listing of Shares on the JSE expected Wednesday, 24 November
to take place at commencement of trading on
Expected Scheme Record Date on which Shareholders Friday, 26 November
must be recorded in the Register to receive the
Scheme Consideration
Expected Operative Date of the Scheme Monday, 29 November
Scheme Consideration will be sent by EFT to Monday, 29 November
Certificated Shareholders who have lodged their
Form of Election and Surrender (pink) with the
Transfer Secretaries on or prior to 12:00 on the
Record Date on or about
Dematerialised Scheme Participants expected to Monday, 29 November
have their accounts with their CSDP or Broker
credited with the Scheme Consideration on or about
Expected termination of listing of Shares at Tuesday, 30 November
commencement of trade on the JSE on
Notes:
1. Provided that Shareholders acquire Shares on or prior to the Scheme
Last Day to Trade (being Tuesday, 23 November 2021), Shareholders
will be eligible to participate in the Scheme, as the Scheme Record
Date is Friday, 26 November 2021.
2. All times given in this announcement are local times in South
Africa.
3. Dissenting Shareholders
The Company has received Appraisal Rights notices from two Dissenting
Shareholders in respect of an aggregate of 30,461,529 Shares
(representing approximately 3.34% of the Company's total issued share
capital) in terms of section 164(3) of the Companies Act. The Appraisal
Rights process will be followed, to the extent applicable and required,
in accordance with section 164 of the Companies Act, and will not affect
the implementation of the Scheme.
4. The Independent Board and Board Responsibility Statement
The Independent Board and the Board, individually and collectively,
accept full responsibility for the accuracy of the information contained
in this announcement as it relates to Stellar Capital, the Scheme and
the Delisting, and certify that, to the best of their knowledge and
belief, such information is true and that this announcement does not
omit any facts that would make any of the information false or misleading
or would be likely to affect the importance of any information contained
in this announcement.
Cape Town
16 November 2021
Sponsor
RAND MERCHANT BANK (A division of FirstRand Bank Limited)
Legal adviser
Cliffe Dekker Hofmeyr
Date: 16-11-2021 10:17:00
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