29 Sep - 7 min read

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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