Page 11 - Stellar IAR2015

OVERVIEW OF THE INVESTMENT MANAGERINTRODUCTIONStellar Capital has appointed Thunder Securitisations (Pty) Ltd (Manco) as its dedicated investment manager to manage the portfolio of the Company in accordance with Section 15 of the JSE Listings Requirements. The Manco, in terms of its management agreement with the Company, acts on behalf of the Company in sourcing, negotiating, concluding and executing investment opportunities for the Company. All material investment decisions, including but not limited to the acquisition and disposal of investments, require the approval of the majority of the board of directors of the Company.TENUREThe management agreement is perpetual, but subject to a shareholder vote at each annual general meeting whereby the shareholders of the Company, by approval of more than 50% of the votes exercised by such shareholders on the cancellation resolution, may approve the termination of the management agreement which shall terminate upon the expiry of a period of 3 months after the date on which the Company provided the Manco with written notice that the cancellation resolution was adopted. In the event of a termination in accordance with the aforementioned shareholder vote, the Company shall issue to the Manco 50 million ordinary shares (subject to adjustment for de ned adjustment events) at 30-day VWAP of such shares on the business day immediately before the date of issue thereof, which shall be within 10 business days after the date of notice being given of the termination.FEESThe Manco is paid a quarterly management fee in arrears which is calculated as an amount equal to 1% of NAV, other than (i) cash, which will attract a fee of 0.25%, and (ii) third party managed assets which will attract a fee of 1% less the charges levied by the funds into which such assets are invested. In addition to the management fee, the Manco is entitled to a performance fee in respect of each quarter if the NAVPS in respect of such quarter is at least 10% more than the previous highest NAVPS at the end of any previous nancial year. Provided that the Manco has achieved the performance hurdle, the performance fee is calculated in accordance with the formula:a = (15/100) x [(b – c) x d] – ewhere,a, is the performance fee payable for the relevant quarter;b, is the NAVPS, as at 17:30 on the last business day of the quarter concerned;c, is the previous highest NAVPS, as recorded at the end of any preceding nancial year;d, is the number of shares in issue as at the last day of the relevant quarter (adjusted for any adjustment events); ande, is the sum of the performance fees, if any, paid in respect of all of the preceding quarter(s) of the relevant nancial year.INVESTMENT EXPERIENCEThe key individuals of Manco are Messrs. Charles Pettit, Peter van Zyl and Jacob Wiese. The curricula vitae of Messrs. Pettit and van Zyl are summarized on pages 22 to 24.Adv Jacob Wiese serves on the investment committee of the Titan group of companies (director since 2011), the investment holding companies through which the Wiese family hold signi cant investment stakes in several of South Africa’s largest companies. Adv Wiese also sits on the boards of numerous listed companies in his role as investment manager of the Wiese family’s investment, including Shoprite Holdings Ltd (since September 2005), Pepkor Holdings Ltd (since February 2010), Invicta Holdings Ltd (since July 2010), Tradehold Ltd (since 2010), Premier Foods PLC (since 2010). In addition, Adv Wiese currently serves, and has served for over three years (since May 2011) of the board of Brait South Africa (Pty) Limited (since May 2011), a licensed nancial services provider and the investment advisor to Brait SE, one of South Africa’s leading investment holding companies which has dual listings on the Euro MTF Market of the Luxembourg Stock Exchange and the JSE. Adv Wiese also served as a director of the board of Paladin Capital (now PSG Private Equity), the JSE-listed PSG Group’s private equity business.STELLAR CAPITAL PARTNERS | 07