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Distribution of circular and notice of general meeting
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")
DISTRIBUTION OF CIRCULAR AND NOTICE OF GENERAL MEETING
Unless the context indicates otherwise, terms used in this announcement
bear the same meanings given to such terms in the Circular (as defined
in paragraph 1.2 below) and the firm intention announcement published
on SENS on Friday, 27 August 2021 ("Firm Intention Announcement").
1. INTRODUCTION
1.1 Shareholders are referred to the Firm Intention Announcement
relating to the Scheme proposed by the Board on the recommendation
of the Independent Board between Stellar Capital and the
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 subject to the Scheme becoming operative, the
listing of the Stellar Capital Shares will be terminated from the
Main Board of the JSE ("the Transaction").
1.2 Shareholders are advised that the Circular providing full details
of the Scheme and containing a Notice of General Meeting, the
report by the Independent Expert, the recommendations of the
Independent Board and the Board, the salient dates and times
relating to the Scheme and the necessary forms in order to effect
the Scheme including the available elections is being distributed
to Shareholders today ("Circular"). Copies of the Circular may be
obtained during normal business hours from the registered office
of Stellar Capital and from the Transfer Secretaries from today,
Wednesday, 29 September 2021 up to and including the date of the
General Meeting. The Circular is also available in the Investor
Relations section of Stellar Capital's website at
www.stellarcapitalpartners.co.za from today, Wednesday, 29
September 2021 until the date on which the Scheme is implemented.
1.3 The salient dates and times for the Transaction are set out in
paragraph 3 below.
2. NOTICE OF GENERAL MEETING
The General Meeting will be held at Stellar Capital’s offices at
4th Floor, The Terraces, 25 Protea Road, Claremont, Cape Town at
09:30 on Friday, 29 October 2021 (or any other adjourned or
postponed date and time in accordance with the provisions of
section 64(11) of the Companies Act and the MOI, as read with the
Listings Requirements) to consider and, if deemed fit, pass the
Resolutions required to authorise and effect the implementation of
the Transaction. Shareholders or their proxies may participate in
the General Meeting by way of electronic participation, if they
wish to do so. Further details are included in the Circular.
3. SALIENT DATES AND TIMES
The salient dates and times in relation to the Scheme are set out
below:
2021
Record date for Shareholders to be recorded in the Friday,17 Sept
Register in order to be entitled to receive the
Circular
Posting of the Circular to Shareholders and notice Wednesday, 29 Sept
convening General Meeting released on SENS
Notice convening General Meeting published in the Thursday, 30 Sept
South African press
Last day to trade in Shares in order to be recorded Tuesday, 19 Oct
in the Register on the Voting Record Date (Voting
Last Day to Trade)
Voting Record Date for Shareholders to be recorded Friday, 22 Oct
in the Register in order to be eligible to vote at
the General Meeting
Forms of Proxy to be received by the Transfer Wednesday, 27 Oct
Secretaries preferably by 09:30 on
Last date and time for Shareholders to give notice Friday, 29 Oct
to Stellar Capital objecting to the Scheme
Resolution in terms of section 164(3) of the
Companies Act by 09:30 on
General Meeting at 09:30 on Friday, 29 Oct
Results of General Meeting released on SENS Friday, 29 Oct
If the Scheme is approved by Stellar Capital Shareholders at the General
Meeting
Last day for Shareholders who voted against the Friday, 5 Nov
Scheme to require the Company to seek Court
approval for the Scheme in terms of section
115(3)(a) of the Companies Act, if at least 15% of
the total votes of Shareholders at the General
Meeting were exercised against the Scheme
Resolution
Last day for the Company to send notice of adoption Friday, 12 Nov
of the Scheme Resolution to Dissenting
Shareholders, in accordance with section 164(4) of
the Companies Act
Last day for a Shareholder who voted against the Friday, 12 Nov
Scheme to apply to Court for leave to apply to
Court for a review of the Scheme in terms of
section 115(3)(b) of the Companies Act
The following dates assume that no Court approval or review of the Scheme
is required and will be confirmed in the finalisation announcement if
the Scheme becomes unconditional:
Finalisation date announcement expected to be Monday, 15 Nov
released on SENS on
Expected last day to trade in Shares in order to Tuesday, 23 Nov
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 Nov
to take place at commencement of trading on
Expected Scheme Record Date on which Shareholders Friday, 26 Nov
must be recorded in the Register to receive the
Scheme Consideration
Expected Operative Date of the Scheme Monday, 29 Nov
Scheme Consideration will be sent by EFT to Monday, 29 Nov
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 Nov
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 Nov
commencement of trade on the JSE on
Notes:
All of the above dates and times are subject to change, with the approval
of the JSE and TRP, if required. The dates have been determined based
on certain assumptions regarding the dates by which certain regulatory
approvals including, but not limited to, that of the JSE and TRP, will
be obtained and that no Court approval or review of the Scheme Resolution
will be required. Any change will be released on SENS and published in
the South African press.
4. INDEPENDENT EXPERT REPORT AND RECOMMENDATIONS
4.1 As set out in the Firm Intention Announcement, the Independent
Board has appointed PSG Capital Proprietary Limited as the
Independent Expert to provide the Independent Board with external
advice in relation to the Scheme in the form of a fair and
reasonable opinion as required by and in compliance with the
Companies Act, Takeover Regulations and the Listings Requirements.
4.2 Having considered the terms and conditions of the Scheme, the
Independent Expert is of the opinion that the Scheme and Scheme
Consideration are fair and reasonable to Shareholders. The full
substance of the Independent Expert's report in connection with
the Scheme is set out in the Circular.
4.3 The Independent Board, taking into account the report of the
Independent Expert, has considered the terms and conditions
thereof, and is unanimously of the opinion that the terms and
conditions of the Scheme are fair and reasonable to Shareholders
and, accordingly, unanimously recommends that Shareholders vote in
favour of the Resolutions.
5. RESPONSIBILITY STATEMENTS
The Independent Board and the Board, individually and collectively,
accept full responsibility for the accuracy of the information
contained in this announcement which 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 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. The
Independent Board and the Board have made all reasonable enquiries
to ascertain that no facts have been omitted and this announcement
contains all information required by law, the Companies Act and
the Listings Requirements.
6. TAX CONSEQUENCES
6.1 The tax implications of the Scheme on the Stellar Capital
Shareholders will depend on the individual circumstances of each
independent Stellar Capital Shareholder. Accordingly, Stellar
Capital Shareholders are advised to obtain independent tax advice
in relation to the tax implications of the Scheme.
6.2 Shareholders are specifically referred to paragraph 9 of the
Circular that sets out the potential retrospective changes in tax
legislation that could impact certain Shareholders.
7. SHAREHOLDER APPRAISAL RIGHTS
Shareholders are referred to paragraph 4.9 and Annexure 3 of the
Circular for relevant information regarding Appraisal Rights which
are applicable to the Scheme in terms of section 164 of the
Companies Act.
Cape Town
29 September 2021
Sponsor
RAND MERCHANT BANK (A division of FirstRand Bank Limited)
Legal adviser
Cliffe Dekker Hofmeyr
Date: 29-09-2021 09:00:00
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