Distribution of circular and notice of general meeting
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 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE'). The JSE does not, whether expressly, tacitly or implicitly, represent, warrant or in any way guarantee the truth, accuracy or completeness of the information published on SENS. The JSE, their officers, employees and agents accept no liability for (or in respect of) any direct, indirect, incidental or consequential loss or damage of any kind or nature, howsoever arising, from the use of SENS or the use of, or reliance on, information disseminated through SENS.
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