Wrap Text
Tax consequences of the scheme and updated timetable
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")
TAX CONSEQUENCES OF THE SCHEME AND UPDATED TIMETABLE
Unless the context indicates otherwise, terms used in this announcement
bear the same meanings given to such terms in the Circular distributed
to Shareholders on 29 September 2021.
1. TAX CONSEQUENCES OF THE SCHEME
As set out in paragraph 9 of the Circular and also clause 6 of the SENS
announcement of 29 September 2021, there are potential retrospective
changes in tax legislation that could impact certain Shareholders in
terms of the Scheme Consideration.
Shareholders are advised that, unfortunately, no further clarity is
currently available in terms of the retrospective application date for
the latest draft Taxation Laws Amendment Bill 2021.
Accordingly, Stellar Capital would not be able to return CTC to only
some Shareholders that have elected the Cash Option in terms of the
Scheme as certain Shareholders are likely to elect the Retain Option and
remain Shareholders of the Company.
The entire Scheme Consideration for Shareholders that elect the Cash
Option will thus be deemed a dividend and be subject to dividends tax
(where applicable). The Scheme Consideration will be exempt from income
tax for South African tax purposes. A dividend withholding tax of 20%
will be applicable in respect of the gross Scheme Consideration of 97
cents per Share to all Shareholders not exempt therefrom and after
deduction of which the net Scheme Consideration is 77.6 cents per Share.
In the case of a non-resident Shareholder such rate of 20% may be reduced
depending on the terms of the double taxation convention concluded
between South Africa and the country of residence of the Shareholder
concerned. In such event, however, the Shareholder must submit a
declaration and undertaking that the lower rate of dividends tax applies
beforehand to the Company or the regulated intermediary, as the case may
be.
Shareholders are reminded that the tax implications of the Scheme 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.
2. UPDATED TIMETABLE
The following salient dates and times, if the Scheme is approved by
Stellar Capital Shareholders at the General Meeting on 29 October 2021,
are updated as a result of Monday, 1 November 2021, being declared a
Public Holiday in South Africa in order to hold Local Government
Elections.
2021
Last day for Shareholders who voted against the Monday, 8 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 Monday, 15 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 Monday, 15 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 Tuesday, 16 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
3. 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.
Cape Town
18 October 2021
Sponsor
RAND MERCHANT BANK (A division of FirstRand Bank Limited)
Legal adviser
Cliffe Dekker Hofmeyr
Date: 18-10-2021 02:48:00
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